<PAGE>
                                                                     Exhibit 4.1

                               AGERE SYSTEMS INC.,

                                    AS ISSUER

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

                              THE BANK OF NEW YORK,

                                   AS TRUSTEE

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

                 $    % CONVERTIBLE SUBORDINATED NOTES DUE 2009

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

                                     FORM OF
                                    INDENTURE

                            DATED AS OF JUNE   , 2002
<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                     PAGE
<S>                                                                                                                <C>
ARTICLE 1 DEFINITIONS............................................................................................     1

         SECTION 1.1  Definitions................................................................................     1
         SECTION 1.2  Incorporation by Reference of TIA..........................................................    13
         SECTION 1.3  Rules of Construction......................................................................    13

ARTICLE 2 THE NOTES..............................................................................................    13

         SECTION 2.1  Form and Dating............................................................................    13
         SECTION 2.2  Execution and Authentication...............................................................    14
         SECTION 2.3  Registrar, Paying Agent and Conversion Agent...............................................    15
         SECTION 2.4  Paying Agent To Hold Money in Trust........................................................    15
         SECTION 2.5  Holder Lists...............................................................................    16
         SECTION 2.6  Transfer and Exchange......................................................................    16
         SECTION 2.7  Replacement Notes..........................................................................    17
         SECTION 2.8  Outstanding Notes..........................................................................    18
         SECTION 2.9  When Notes Owned by the Company or an Affiliate are Disregarded............................    18
         SECTION 2.10  Temporary Notes...........................................................................    18
         SECTION 2.11  Cancellation..............................................................................    19
         SECTION 2.12  Defaulted Interest........................................................................    19
         SECTION 2.13  CUSIP Number..............................................................................    20

ARTICLE 3 REDEMPTION.............................................................................................    20

         SECTION 3.1  Optional Redemption........................................................................    20
         SECTION 3.2  Notices to Trustee.........................................................................    20
         SECTION 3.3  Selection of Notes To Be Redeemed..........................................................    21
         SECTION 3.4  Notice of Redemption.......................................................................    21
         SECTION 3.5  Effect of Notice of Redemption.............................................................    22
         SECTION 3.6  Deposit of Redemption Price................................................................    22
         SECTION 3.7  Notes Redeemed in Part.....................................................................    23

ARTICLE 4 COVENANTS..............................................................................................    23

         SECTION 4.1  Payment of Notes...........................................................................    23
         SECTION 4.2  Periodic Reports to the Trustee............................................................    23
         SECTION 4.3  Compliance Certificate.....................................................................    24
         SECTION 4.4  Maintenance of Office or Agency............................................................    24
         SECTION 4.5  Continued Existence........................................................................    24
         SECTION 4.6  Repurchase Upon Fundamental Change.........................................................    24
</TABLE>

                                       i
<PAGE>
<TABLE>
<S>                                                                                                                <C>
         SECTION 4.7  Appointments to Fill Vacancies in Trustee's Office.........................................    27
         SECTION 4.8  Stay, Extension and Usury Laws.............................................................    27
         SECTION 4.9  Taxes......................................................................................    27
         SECTION 4.10  Investment Company Act....................................................................    27

ARTICLE 5 SUCCESSORS.............................................................................................    28

         SECTION 5.1  When the Company May Merge, Etc............................................................    28
         SECTION 5.2  Successor Corporation Substituted..........................................................    29
         SECTION 5.3  Purchase Option on Fundamental Change......................................................    29

ARTICLE 6 DEFAULTS AND REMEDIES..................................................................................    29

         SECTION 6.1  Events of Default..........................................................................    29
         SECTION 6.2  Acceleration...............................................................................    31
         SECTION 6.3  Other Remedies.............................................................................    32
         SECTION 6.4  Waiver of Past Defaults....................................................................    32
         SECTION 6.5  Control by Majority........................................................................    32
         SECTION 6.6  Limitation on Suits........................................................................    33
         SECTION 6.7  Rights of Holders To Receive Payment.......................................................    33
         SECTION 6.8  Collection Suit by Trustee.................................................................    33
         SECTION 6.9  Trustee May File Proofs of Claim...........................................................    33
         SECTION 6.10  Priorities................................................................................    34
         SECTION 6.11  Undertaking for Costs.....................................................................    35

ARTICLE 7 THE TRUSTEE............................................................................................    35

         SECTION 7.1  Duties of the Trustee......................................................................    35
         SECTION 7.2  Rights of the Trustee......................................................................    36
         SECTION 7.3  Individual Rights of the Trustee...........................................................    37
         SECTION 7.4  Trustee's Disclaimer.......................................................................    38
         SECTION 7.5  Notice of Defaults.........................................................................    38
         SECTION 7.6  Reports by the Trustee to Holders..........................................................    38
         SECTION 7.7  Compensation and Indemnity.................................................................    38
         SECTION 7.8  Replacement of the Trustee.................................................................    39
         SECTION 7.9  Successor Trustee by Merger, etc...........................................................    41
         SECTION 7.10  Eligibility, Disqualification.............................................................    41
         SECTION 7.11  Preferential Collection of Claims Against Company.........................................    41

ARTICLE 8 SATISFACTION AND DISCHARGE OF INDENTURE................................................................    41

         SECTION 8.1  Discharge of Indenture.....................................................................    41
         SECTION 8.2  Deposited Monies to be Held in Trust by Trustee............................................    42
         SECTION 8.3  Paying Agent to Repay Monies Held..........................................................    42
         SECTION 8.4  Return of Unclaimed Monies.................................................................    42
         SECTION 8.5  Reinstatement..............................................................................    42
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                                                                <C>
ARTICLE 9 AMENDMENTS.............................................................................................    43

         SECTION 9.1  Without the Consent of Holders.............................................................    43
         SECTION 9.2  With the Consent of Holders................................................................    44
         SECTION 9.3  Compliance with the Trust Indenture Act....................................................    45
         SECTION 9.4  Revocation and Effect of Consents..........................................................    45
         SECTION 9.5  Notation on or Exchange of Notes...........................................................    45
         SECTION 9.6  Trustee Protected..........................................................................    46

ARTICLE 10 GENERAL PROVISIONS....................................................................................    46

         SECTION 10.1  TIA Controls..............................................................................    46
         SECTION 10.2  Notices...................................................................................    46
         SECTION 10.3  Communication by Holders With Other Holders...............................................    47
         SECTION 10.4  Certificate and Opinion as to Conditions Precedent........................................    47
         SECTION 10.5  Statements Required in Certificate or Opinion.............................................    47
         SECTION 10.6  Rules by Trustee and Agents...............................................................    48
         SECTION 10.7  Legal Holidays............................................................................    48
         SECTION 10.8  No Recourse Against Others................................................................    48
         SECTION 10.9  Counterparts..............................................................................    49
         SECTION 10.10  Other Provisions.........................................................................    49
         SECTION 10.11  Governing Law............................................................................    49
         SECTION 10.12  No Adverse Interpretation of Other Agreements............................................    49
         SECTION 10.13  Successors...............................................................................    49
         SECTION 10.14  Severability.............................................................................    50
         SECTION 10.15  Table of Contents, Headings, etc.........................................................    50

ARTICLE 11 SUBORDINATION.........................................................................................    50

         SECTION 11.1  Agreement to Subordinate..................................................................    50
         SECTION 11.2  Liquidation; Dissolution; Bankruptcy......................................................    50
         SECTION 11.3  Default on Senior Indebtedness and/or Designated Senior Indebtedness......................    50
         SECTION 11.4  Acceleration of Notes.....................................................................    51
         SECTION 11.5  When Distribution Must Be Paid Over.......................................................    52
         SECTION 11.6  Notice by Company.........................................................................    52
         SECTION 11.7  Subrogation...............................................................................    52
         SECTION 11.8  Relative Rights...........................................................................    53
         SECTION 11.9  Subordination May Not Be Impaired by Company..............................................    53
         SECTION 11.10  Distribution or Notice to Representative.................................................    53
         SECTION 11.11  Rights of Trustee and Paying Agent.......................................................    54
         SECTION 11.12  Authorization to Effect Subordination....................................................    54
         SECTION 11.13  Article Applicable to Paying Agents......................................................    54
         SECTION 11.14  Senior Indebtedness Entitled to Rely.....................................................    54
         SECTION 11.15  Permitted Payments.......................................................................    55
         SECTION 11.16  No Waiver of Subordinated Provisions.....................................................    55
</TABLE>

                                      iii
<PAGE>
<TABLE>
<S>                                                                                                                <C>
ARTICLE 12 CONVERSION OF NOTES...................................................................................    55

         SECTION 12.1  Right to Convert..........................................................................    55
         SECTION 12.2  Exercise of Conversion Privilege; Issuance of Shares of Class A Common Stock on
                               Conversion; No Adjustment for Interest or Dividends...............................    56
         SECTION 12.3  Cash Payments in Lieu of Fractional Shares................................................    57
         SECTION 12.4  Conversion Price..........................................................................    58
         SECTION 12.5  Adjustment of Conversion Price............................................................    58
         SECTION 12.6  Effect of Reclassification, Consolidation, Merger or Sale.................................    65
         SECTION 12.7  Taxes on Shares Issued....................................................................    67
         SECTION 12.8  Reservation of Shares; Shares to Be Fully Paid; Listing of Class A Common Stock...........    67
         SECTION 12.9  Responsibility of Trustee.................................................................    67
         SECTION 12.10  Notice to Holders Prior to Certain Actions...............................................    68
</TABLE>

EXHIBIT A:        Form of Note

                                       iv
<PAGE>
                             CROSS-REFERENCE TABLE*
<TABLE>
<CAPTION>
TRUST INDENTURE                                                                                      INDENTURE
   ACT SECTION                                                                                        SECTION
<S>                                                                                           <C>
310(a)(1)...............................................................................                 7.10
        (a)(2)..........................................................................                 7.11
        (a)(3)..........................................................................                  n/a
        (a)(4)..........................................................................                  n/a
        (a)(5)..........................................................................                  n/a
        (b).............................................................................      7.8, 7.10, 10.2
        (c).............................................................................                  n/a

311(a)..................................................................................                 7.11
        (b).............................................................................                 7.11
        (c).............................................................................                  n/a
312(a)..................................................................................                  2.5
        (b).............................................................................                 10.3
        (c).............................................................................                 10.3

313(a)..................................................................................                  7.6
        (b)(1)..........................................................................                  n/a
        (b)(2)..........................................................................                  7.6
        (c).............................................................................            7.6, 10.2
        (d).............................................................................                  7.6

314(a)..................................................................................            4.2, 10.2
        (b).............................................................................                  n/a
        (c)(1)..........................................................................                 10.4
        (c)(2)..........................................................................                 10.4
        (c)(3)..........................................................................                  n/a
        (d).............................................................................                  n/a
        (e).............................................................................                 10.5
        (f).............................................................................                  n/a

315(a)..................................................................................               7.1(b)
        (b).............................................................................            7.5, 10.2
        (c).............................................................................               7.1(a)
        (d).............................................................................               7.1(c)
        (e).............................................................................                 6.11

316(a)(last sentence)...................................................................                  2.9
        (a)(1)(A).......................................................................                  6.5
        (a)(1)(B).......................................................................                  6.4
        (a)(2)..........................................................................                  n/a
        (b).............................................................................                  6.2
        (c).............................................................................                  9.4

317(a)(1)...............................................................................                  6.8
        (a)(2)..........................................................................                  6.9
        (b).............................................................................                  2.4

318(a)..................................................................................                 10.1
        (b).............................................................................                  n/a
        (c).............................................................................                 10.1
</TABLE>


------------------
"n/a" means not applicable.

*This Cross-Reference Table shall not, for any purpose, be deemed to be a part
of the Indenture.

                                       v
<PAGE>
         THIS INDENTURE, dated as of June  , 2002, is by and between Agere
Systems Inc., a Delaware corporation (the "Company"), and The Bank of New York,
a New York banking corporation, as trustee (the "Trustee"). The Company has duly
authorized the creation of its -% Convertible Subordinated Notes due 2009
(the "Notes"), and to provide therefor the Company and the Trustee have duly
authorized the execution and delivery of this Indenture. Each party agrees as
follows for the benefit of the other party and for the equal and ratable benefit
of the holders from time to time of the Notes:

                                   ARTICLE 1

                                   DEFINITIONS

SECTION 1.1       Definitions.

         "Accounts" has the meaning given to such term in the Uniform Commercial
Code as in effect in the State of New York; and, with respect to the Company and
its Subsidiaries, all such Accounts of such persons, whether now existing or
existing in the future, including, without limitation:

         (1)      all accounts receivable of such Person, including all accounts
                  created by or arising from all of such person's Intellectual
                  Property licensing arrangements or sales of goods or rendition
                  of services made under any of its trade names, or through any
                  of its divisions;

         (2)      all unpaid rights of such person (including rescission,
                  replevin, reclamation and stopping in transit) relating to the
                  foregoing or arising therefrom;

         (3)      all rights to any goods represented by any of the foregoing,
                  including returned or repossessed goods;

         (4)      all reserves and credit balances held by such person with
                  respect to any such accounts receivable or any obligors
                  thereon;

         (5)      all letters of credit, guarantees or collateral for any of the
                  foregoing;

         (6)      all rights to any Intellectual Property related to any of the
                  foregoing clauses (1) through (5); and

         (7)      all insurance policies or other rights related to any of the
                  foregoing.

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


                                       1
<PAGE>
         "Agent" means any Registrar, Paying Agent, Conversion Agent or
co-registrar.

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

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

         "Bank Indebtedness" means any and all amounts, whether outstanding on
the Issue Date or thereafter Incurred, payable by the Company under or in
respect of the Existing Credit Facility and any related notes, collateral
documents, letters of credit and guarantees and any Interest Rate Agreement
entered into in connection with the Existing Credit Facility, including
principal, premium, if any, interest, fees, charges, expenses, reimbursement
obligations, guarantees and all other amounts payable thereunder or in respect
thereof.

         "Bankruptcy Law" has the meaning ascribed to it in Section 6.1.

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

         "business day" has the meaning ascribed to it in Section 10.7.

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

         "Change of Control" means the occurrence of one or more of the
following events:

         (1)      any "person" or "group" of related persons (as such terms are
                  used in Sections 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, except that such person or group
                  shall be deemed to have "beneficial ownership" of all shares
                  that any such person or group has the right to acquire,
                  whether such right is exercisable immediately or only after
                  the passage of time), directly or indirectly, of more than 35%
                  of the total voting power of the Company's Voting Stock (or
                  the Company's successor by merger, consolidation or purchase
                  of all or substantially all of its assets);

         (2)      the consolidation or merger of the Company with or into
                  another person or the merger of another person with or into
                  the Company, and the securities of the Company that are
                  outstanding immediately prior to such transaction and
                  represent 100% of the aggregate voting power of the Company's
                  Voting Stock are changed into or exchanged for cash,
                  securities or property, unless pursuant to such transaction
                  such securities are changed into or exchanged for, in addition
                  to any other consideration, securities of the surviving person
                  that represent immediately after such transaction, at least a
                  majority of the aggregate voting power of the Voting Stock of
                  the surviving person;


                                       2
<PAGE>
         (3)      a majority of the members of the Board of Directors are not
                  Continuing Directors;

         (4)      the sale, transfer or other disposition (other than by way of
                  merger or consolidation), in one or a series of related
                  transactions, of all or substantially all of the Company's
                  assets determined on a consolidated basis to another person,
                  unless the transferee person becomes the obligor in respect of
                  the Notes and is a Subsidiary of the transferor of such
                  assets; or

         (5)      the adoption by the stockholders of the Company of a plan or
                  proposal for the liquidation or dissolution of the Company.

         However, a change of control will not be deemed to have occurred if:

         (1)      with respect to clauses (1) and (2) above, at least 90% of the
                  aggregate fair market value (as determined by the Board of
                  Directors) of the property and securities received by holders
                  of the Class A Common Stock in respect of such Common Stock in
                  such transaction, other than cash payments for fractional
                  shares, consists of shares of voting common stock of the
                  surviving person (or its parent) that are, or upon issuance
                  will be, traded on a United States national securities
                  exchange or approved for trading on an established automated
                  over-the-counter trading market in the United States, and the
                  Notes become convertible into such consideration; or

         (2)      with respect to clauses (1), (2), (3) and (4) above, the Daily
                  Market Price per share of Class A Common Stock for any five
                  Trading Days within the period of 10 consecutive Trading Days
                  ending immediately after the later of the Change of Control or
                  the public announcement of the Change of Control (in the case
                  of a Change of Control under clause (2) above) shall equal or
                  exceed 105% of the Conversion Price of the Notes in effect on
                  the date of the Change of Control or the public announcement
                  of the Change of Control, as applicable; provided, however,
                  that if the Fundamental Change results in the
                  reclassification, conversion or exchange of outstanding shares
                  of Class A Common Stock, such 10 consecutive Trading Day
                  period shall be measured as ending immediately before the
                  Fundamental Change.

         "Class B Common Stock" has the meaning ascribed to it in Section
12.5(g).

         "Clearstream" means Clearstream Banking, societe anonyme.

         "closing price" has the meaning ascribed to it in Section 12.5(g).

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means any shares of any common stock of any class of the
Company which has no preference in respect of dividends or of amounts payable in
the event of any voluntary or involuntary liquidation, dissolution or winding up
of the Company and which is not subject to redemption by the Company. Subject to
the provisions of Section 12.6, however, shares issuable on conversion of Notes
shall include only shares of the class designated as Class A Common Stock (the
"Class A Common Stock") at the date of this Indenture or shares of any

                                       3
<PAGE>
class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which are not subject to redemption by the
Company; provided that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable shall be
substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares of
all such classes resulting from all such reclassifications.

         "Company" means the party named as such above until a successor
replaces it in accordance with Article 5 and thereafter means the successor.
References to the Company shall not include any subsidiary.

         "Company Order" means a written order signed in the name of the Company
by an Officer and delivered to the Trustee.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who: (1) was a member of such
Board on the Issue Date; or (2) was nominated for election or elected to such
Board with the approval of a majority of such Board still in office who were
either members of such Board on the Issue Date or whose such nomination or
election was so approved.

         "Conversion Agent" has the meaning ascribed to it in Section 2.3.

         "Conversion Date" has the meaning ascribed to it in Section 12.2.

         "Conversion Price" shall have the meaning set forth in Section 12.4
hereof.

         "Corporate Trust Office" means the principal officer 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, Floor 21 West, New
York, New York 10286, Attention: Corporate Trust Department, or such other
address as the Trustee may designate from time to time by notice to the holders
of the Notes and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the holders of the Notes and the Company).

         "Currency Agreement" means in respect of a person any foreign exchange
contract, currency swap agreement or other similar agreement as to which such
person is a party or a beneficiary.

         "Current Market Price" has the meaning ascribed to it in Section
12.5(g).

         "Custodian" has the meaning ascribed to it in Section 6.1

         "Daily Market Price" means the price of a share of Class A Common Stock
on the relevant date, determined on the basis of the last reported sale price
regular way of a share of Class A Common Stock as quoted on the New York Stock
Exchange, or if the Class A Common Stock is not then quoted on the New York
Stock Exchange, as reported on the principal national securities exchange upon
which the Class A Common Stock is listed.


                                       4
<PAGE>
         "Default" means any event that is, or after notice or passage of time,
or both, would be, an Event of Default.

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

         "Designated Senior Indebtedness" means (1) the Bank Indebtedness (to
the extent such Bank Indebtedness constitutes Senior Indebtedness) and (2) any
other Senior Indebtedness which, at the date of determination, has an aggregate
principal amount outstanding of, or under which, at the date of determination,
the holders thereof are committed to lend up to, exceeding $100.0 million and is
specifically designated in the instrument evidencing or governing such Senior
Indebtedness as "Designated Senior Indebtedness" for purposes of this Indenture.

         "Designated Senior Lender" means JPMorgan Chase Bank (formerly known as
The Chase Manhattan Bank) as administrative agent under the Credit Facility and
any successor administrative agent under the Existing Credit Facility.

         "DTC" means The Depository Trust Company, a New York corporation.

         "Euroclear" means Euroclear Bank S.A./N.V.

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

         "Event of Default" has the meaning ascribed to it in Section 6.1.

         "Excluded Subsidiary" means the following Non-Wholly Owned
Subsidiaries: Silicon Manufacturing Partners Pte Ltd., LD Fiber Optics LLC,
FiNet Technologies and Lucent Technologies Semiconductor Marketing Japan.

         "Existing Credit Facility" means the $1,500,000,000 Amended and
Restated Revolving Credit and Term Loan Facility Agreement, dated as of February
22, 2001, as amended and restated as of October 4, 2001, among the Company,
Salomon Smith Barney Inc., as syndication agent, and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as administrative agent and the
other lenders parties thereto, including any related notes, collateral
documents, letters of credit, guarantees, instruments, agreements and Interest
Rate Agreements, executed in connection therewith, as amended, restated,
supplemented, waived, extended, renewed, replaced (in whole or in part, whether
or not upon termination, and whether with the original lenders or agents or
otherwise), refinanced (in whole or in part), restructured, repaid, refunded or
otherwise modified from time to time or any other credit agreement, indenture or
other evidence of Indebtedness.

         "Expiration Time" has the meaning ascribed to it in Section 12.5(f).

         "fair market value" has the meaning ascribed to it in Section 12.5(g).


                                       5
<PAGE>
         "Fundamental Change" means the occurrence of a Change of Control or a
Termination of Trading.

         "Fundamental Change Date" has the meaning ascribed to it in Section
4.6.

         "Fundamental Change Offer" has the meaning ascribed to it in Section
4.6.

         "Fundamental Change Payment" has the meaning ascribed to it in Section
4.6.

         "Fundamental Change Payment Date" has the meaning ascribed to it in
Section 4.6.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Issue Date, including those set forth
in:

         (1)      the opinions and pronouncements of the Accounting Principles
                  Board of the American Institute of Certified Public
                  Accountants;

         (2)      statements and pronouncements of the Financial Accounting
                  Standards Board;

         (3)      such other statements by such other entity as approved by a
                  significant segment of the accounting profession; and

         (4)      the rules and regulations of the Commission governing the
                  inclusion of financial statements (including pro forma
                  financial statements) in periodic reports required to be filed
                  pursuant to Section 13 of the Exchange Act, including opinions
                  and pronouncements in staff accounting bulletins and similar
                  written statements from the accounting staff of the
                  Commission.

All ratios and computations based on GAAP contained in this Indenture will be
computed in conformity with GAAP.

         "Global Security" has the meaning ascribed to it in Section 2.1(a).

         "Global Securities Legend" means the legend labeled as such and that is
set forth in Exhibits A hereto.

         "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

         "Incur" means issue, create, assume, incur or otherwise become liable
for; provided, however, that any Indebtedness or Capital Stock of a Person
existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) will be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary; and the terms "Incurred" and
"Incurrence" have meanings correlative to the foregoing.

         "Indebtedness" means, with respect to any person on any date of
determination (without duplication):


                                       6
<PAGE>
         (1)      the principal of and premium (to the extent that such premium
                  has become due and payable), if any, in respect of
                  Indebtedness of such person for borrowed money;

         (2)      the principal of and premium (to the extent that such premium
                  has become due and payable), if any, in respect of obligations
                  of such person evidenced by bonds, debentures, notes or other
                  similar instruments;

         (3)      the principal component of all obligations of such person or
                  the reimbursement of any obligor in respect of letters of
                  credit, bankers' acceptances or other similar instruments
                  (except to the extent such reimbursement obligation relates to
                  letters of credit securing obligations (other than those
                  referred to in clauses (1) or (2) above) entered into in the
                  ordinary course of business and is not drawn or, if and to the
                  extent drawn, such obligation is satisfied within 30 days of
                  drawing);

         (4)      the obligations 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) that
                  provides that such person is contractually obligated to
                  purchase or cause a third party to purchase and thereby
                  guarantee a minimum residual value of the lease property to
                  the lessor and such person's obligations under such lease or
                  related document to purchase or cause a third party to
                  purchase such leased property;

         (5)      the principal component of all obligations of such person to
                  pay the deferred and unpaid purchase price of property (except
                  trade payables), which purchase price is due more than six
                  months after the date of placing such property in service or
                  taking delivery and title thereto;

         (6)      the principal component of all Indebtedness of other persons
                  secured by a lien on any asset of such person, whether or not
                  such Indebtedness is assumed by such person; provided,
                  however, that the amount of such Indebtedness will be the
                  lesser of (a) the fair market value of such asset at such date
                  of determination and (b) the amount of such Indebtedness of
                  such other persons;

         (7)      to the extent not otherwise included in this definition, net
                  obligations of such person under Currency Agreements, Interest
                  Rate Agreements, cap, floor and collar agreements, spot and
                  forward contracts and similar agreements and arrangements (the
                  amount of any such obligations to be equal at any time to the
                  termination value of such agreement or arrangement giving rise
                  to such obligation that would be payable by such person at
                  such time);

         (8)      the principal component of Indebtedness of other persons to
                  the extent guaranteed by such person; and

         (9)      any and all deferrals, renewals, extensions, refinancings and
                  refundings of, or amendments, modifications or supplements to,
                  any of the foregoing.

         "Indemnitees" has the meaning ascribed to it in Section 7.7.


                                       7
<PAGE>
         "Indenture" means this Indenture as amended or supplemented from time
to time.

         "Intellectual Property" means collectively, all rights, priorities and
privileges relating to intellectual property, whether arising under United
States, multinational or foreign laws or otherwise, and all rights to sue at law
or in equity for any infringement or impairment thereof, including the right to
receive all proceeds and damages therefrom.

         "Interest Payment Date" means        and        of each year.

         "Interest Rate Agreement" means with respect to any person any interest
rate protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement as to which such person is party or a beneficiary.

         "Investment" means, with respect to any person, all investments by such
person in other persons (including Affiliates) in the form of any direct or
indirect advance, loan (other than advances to customers in the ordinary course
of business) or other extension of credit (including by way of guarantee or
similar arrangement, but excluding any debt or extension of credit represented
by a bank deposit other than a time deposit) or capital contribution to (by
means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others), or any purchase or
acquisition of Capital Stock, Indebtedness or other similar instruments issued
by, such person and all other items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP; provided, that
none of the following will be deemed to be an Investment:

         (1)      Hedging Obligations entered into in the ordinary course of
                  business and in compliance with this Indenture;

         (2)      endorsements of negotiable instruments and documents in the
                  ordinary course of business; and

         (3)      an acquisition of assets, Capital Stock or other securities by
                  the Company or a Subsidiary for consideration to the extent
                  such consideration consists of Common Stock of the Company.

         "Investment Company Act" means Investment Company Act of 1940, as
amended, and the rules and regulations promulgated thereunder.

         "Issue Date" means the date on which Notes are first issued and
authenticated under this Indenture.

         "Legal Holiday" has the meaning ascribed to it in Section 10.7.

         "Losses" has the meaning ascribed to it in Section 7.7.

         "Maturity Date" means         , 2009.


                                       8
<PAGE>
         "non-electing share" has the meaning ascribed to it in Section 12.6.

         "Non-Wholly Owned Subsidiary" means any Subsidiary of the Company that
is not a Wholly Owned Subsidiary.

         "Notes" has the meaning specified in the first recital of this
Indenture.

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

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

         "Officers' Certificate" means a certificate signed by two Officers or
by an Officer and either an Assistant Treasurer or an Assistant Secretary of the
Company.

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

         "Paying Agent" has the meaning ascribed to it in Section 2.3.

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

         "Purchased Shares" has the meaning ascribed to it in Section 12.5(f).

         "Purchase Money Note" means a promissory note of a Securitization
Entity evidencing a line of credit or other extension of credit (including
deferred purchase price), which may be irrevocable, from the Company or any
Subsidiary in connection with a Qualified Securitization Transaction to a
Securitization Entity, which note is repayable from cash available to the
Securitization Entity, other than amounts required to be established as reserves
pursuant to agreements, amounts paid to investors in respect of interest,
principal and other amounts owing to such investors and amounts owing to such
investors and amounts paid in connection with the purchase of newly generated
Receivables or Intellectual Property.

         "Qualified Securitization Transaction" means any transaction or series
of transactions that may be entered into by the Company or any of its
Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell,
convey or otherwise transfer to (1) a Securitization Entity (in the case of a
transfer by the Company or any of its Subsidiaries) and (2) any other Person (in
the case of a transfer by a Securitization Entity), or may grant a security
interest in, any Receivables or Intellectual Property (whether now existing or
arising in the future) of the Company or any of its Subsidiaries, and any assets
related thereto including, without limitation, all collateral securing such
Receivables or Intellectual Property, all contracts and all guarantees or other
obligations in respect of such Receivables or Intellectual Property, the
proceeds of such Receivables or Intellectual Property and other assets which are
customarily transferred, or in

                                       9
<PAGE>
respect of which security interests are customarily granted in connection with
asset securitization involving Receivables or Intellectual Property.

         "Receivables" means all Accounts and accounts receivable of the Company
or any of its Subsidiaries (including any thereof constituting or evidenced by
chattel paper, instruments or general intangibles), and all proceeds thereof and
rights (contractual and other) and collateral related thereto.

         "Record Date" has the meaning ascribed to it in Section 12.5(g).

         "Redemption Date" when used with respect to any of the Notes to be
redeemed, means the date fixed by the Company for such redemption pursuant to
Article 3 of this Indenture and the Notes.

         "Redemption Price" when used with respect to any of the Notes to be
redeemed, means the price fixed for such redemption pursuant to Article 3 of
this Indenture and the Notes.

         "Register" has the meaning ascribed to it in Section 2.3.

         "Registrar" has the meaning ascribed to it in Section 2.3.

         "Regular Record Date" means the - or - immediately preceding
each Interest Payment Date.

         "Representative" means any trustee, agent or representative, if any, of
an issue of Indebtedness; provided that when used in connection with the
Existing Credit Facility, the term "Representative" shall refer to the
Designated Senior Lender.

         "Securities" has the meaning ascribed to it in Section 12.5(d).

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

         "Securitization Entity" means a Wholly Owned Subsidiary of the Company
(or another person in which the Company or any Subsidiary makes an Investment
and to which the Company or any Subsidiary transfers Receivables or Intellectual
Property and related assets) which engages in no activities other than in
connection with the acquisition and financing of Receivables or Intellectual
Property and activities related thereto and which is designated by the Board of
Directors of the Company (as provided below) as a Securitization Entity:

         (1)      no portion of the Indebtedness or any other obligations
                  (contingent or otherwise) of which:

                  (a)      is guaranteed by the Company or any Subsidiary
                           (excluding guarantees of Obligations (other than the
                           principal of, and interest on, Indebtedness) pursuant
                           to Standard Securitization Undertakings);


                                       10
<PAGE>
                  (b)      is recourse to or obligates the Company or any
                           Subsidiary in any way other than pursuant to Standard
                           Securitization Undertakings; or

                  (c)      subjects any property or asset of the Company or any
                           Subsidiary, directly or indirectly, contingently or
                           otherwise, to the satisfaction thereof, other than
                           pursuant to Standard Securitization Undertakings and
                           Liens supporting such Standard Securitization
                           Undertakings;

         (2)      with which neither the Company nor any Subsidiary has any
                  material contract, agreement, arrangement or understanding
                  (except in connection with a Purchase Money Note or Qualified
                  Securitization Transaction) other than on terms no less
                  favorable to the Company or such Subsidiary than those that
                  might be obtained at the time from Persons that are not
                  Affiliates of the Company, other than fees payable in the
                  ordinary course of business in connection with servicing
                  accounts receivable; and

         (3)      to which neither the Company nor any Subsidiary has any
                  obligation to maintain or preserve such entity's financial
                  condition or cause such entity to achieve certain levels of
                  operating results.

Any such designation by the Board of Directors of the Company shall be evidenced
to the Trustee by filing with the Trustee a certified copy of the resolution of
the Board of Directors of the Company giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing conditions.

         "Senior Indebtedness" means, with respect to any person, whether
outstanding on the Issue Date or thereafter incurred, all Indebtedness of such
person, including accrued and unpaid interest (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to
such person at the rate specified in the documentation with respect thereto
whether or not a claim for post filing interest is allowed in such proceeding)
and fees relating thereto; provided, however, that Senior Indebtedness will not
include:

         (1)      any Indebtedness evidenced by the Notes;

         (2)      any obligation of such person to any subsidiary;

         (3)      any liability for federal, state, foreign, local or other
                  taxes owed or owing by such person;

         (4)      any accounts payable or other liability to trade creditors
                  arising in the ordinary course of business; or

         (5)      any Indebtedness of such person that is expressly subordinate
                  or junior in right of payment to the Notes.

         "Significant Subsidiary" means any Subsidiary that would be a
"Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.


                                       11
<PAGE>
         "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary which are reasonably customary in securitization transactions
involving Receivables and/or Intellectual Property, including in connection with
any servicing obligations assumed by the Company or any Subsidiary in respect of
such Receivables or Intellectual Property.

         "Subsidiary" of any person means any corporation, association,
partnership, joint venture, limited liability company or other business entity
of which more than 50% of the total voting power of shares of Voting Stock or
other interests (including partnership and joint venture interests) 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 (1) such person, (2) such person and one or more
Subsidiaries of such person or (3) one or more Subsidiaries of such Person.
Unless otherwise specified herein, each reference to a Subsidiary will refer to
a Subsidiary of the Company and will exclude Excluded Subsidiaries.

         "Termination of Trading" will be deemed to have occurred if the Class A
Common Stock (or other shares of common stock into which the Notes are then
convertible) are neither listed for trading on the New York Stock Exchange nor
approved for trading on the Nasdaq National Market.

         "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, except as provided in Sections 9.3 and 12.6.

         "Trading Day" shall mean a day during which trading in the Common Stock
generally occurs on the New York Stock Exchange or, if the Common Stock is not
listed on the New York Stock Exchange, on the principal other national or
regional securities exchange on which the Common Stock is then listed or, if the
Common Stock is not listed on a national or regional securities exchange, on the
National Association of Notes Dealers Automated Quotation System or, if the
Common Stock is not quoted on the National Association of Securities Dealers
Automated Quotation System, on the principal other market on which the Common
Stock is then traded.

         "Trigger Event" has the meaning ascribed to it in Section 12.5(d).

         "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.

         "Trust Officer" means an officer in the Corporate Trust Office of the
Trustee and having direct responsibility for the administration of this
Indenture.

         "Underwriting Agreement" means the Underwriting Agreement dated as of
June  , 2002 among the Company and J.P. Morgan Securities Inc. and Salomon Smith
Barney Inc. and the other several underwriters listed therein.

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


                                       12
<PAGE>
         "Wholly Owned Subsidiary" means a Subsidiary, all of the Capital Stock
of which (other than directors' qualifying shares) is owned by the Company or
one or more other Wholly Owned Subsidiaries.

SECTION 1.2 Incorporation by Reference of TIA.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

                  "Commission" means the Commission;

                  "indenture securities" means the Notes;

                  "indenture security holder" means a holder of a Note;

                  "indenture to be qualified" means this Indenture;

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

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

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

SECTION 1.3 Rules of Construction.


         Unless the context otherwise requires:

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

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

         (3)      "or" is not exclusive;

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

         (5)      the male, female and neuter genders include one another.

                                    ARTICLE 2

                                    THE NOTES

SECTION 2.1 Form and Dating.

         (a) Global Securities.


                                       13
<PAGE>
         The Notes shall be issued in the form of one or more permanent global
securities in definitive, fully registered form without interest coupons with
the Global Securities Legend set forth in Exhibit A hereto (each, a "Global
Security"). Any Global Security shall be deposited on behalf of the purchasers
of the Notes represented thereby with the Trustee, as custodian for the
Depositary, and registered in the name of the Depositary or a nominee of the
Depositary for the accounts of participants in the Depositary duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of a Global Security may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depositary or its nominee as hereinafter provided.

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

         The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(b) and the Company Order, authenticate and deliver initially
one or more Global Securities that (i) shall be registered in the name of Cede &
Co. or other nominee of such Depositary and (ii) shall be delivered by the
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 contained 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.

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

         (c) Definitive Securities. Except as provided in Section 2.10, owners
of beneficial interests in Global Securities will not be entitled to receive
physical delivery of certificated Notes in definitive form.

SECTION 2.2 Execution and Authentication.

         One Officer shall execute the Notes for the Company by manual or
facsimile signature. If an Officer whose signature is on a Note no longer holds
that office at the time the Note is authenticated, the Note shall nevertheless
be valid.


                                       14
<PAGE>
         A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

         Upon a Company Order, the Trustee shall authenticate Notes for original
issue in an aggregate principal amount of $- (or $- if the
over-allotment option set forth in Section 2(b) of the Underwriting Agreement is
exercised in full). The aggregate principal amount of Notes outstanding at any
time may not exceed such amounts except as provided in Section 2.7.

         The Notes shall be issuable only in registered form without coupons and
only in denominations of $1,000 or integral multiples thereof.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
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 right as an Agent to deal with the Company or
an Affiliate of the Company.

SECTION 2.3 Registrar, Paying Agent and Conversion Agent.

         The Company shall maintain or cause to be maintained in such locations
as it shall determine, which may be the Corporate Trust Office, an office or
agency: (i) where Notes may be presented for registration of transfer or for
exchange ("Registrar"); (ii) where Notes may be presented for payment ("Paying
Agent"); (iii) an office or agency where Notes may be presented for conversion
(the "Conversion Agent"); and (iv) where notices and demands to or upon the
Company in respect of Notes of and this Indenture may be served by the holders
of the Notes. The Registrar of Notes shall keep a register ("Register") of Notes
and of their registration of transfer and exchange. The Company may appoint one
or more co-registrars, one or more additional paying agents and one or more
additional conversion agents. The term "Paying Agent" includes any additional
paying agent, and the term "Conversion Agent" includes any additional Conversion
Agent. The Company may change any Paying Agent, Registrar, Conversion Agent or
co-registrar without prior notice. The Company shall notify the Trustee of the
name and address of any Agent not a party to this Indenture and shall enter into
an appropriate agency agreement with any Registrar, Paying Agent, Conversion
Agent or co-registrar not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company or any of its subsidiaries may act as Paying Agent, Registrar,
Conversion Agent or co-registrar, except that for purposes of Article 8 and
Section 4.6 hereof, neither the Company nor any of its subsidiaries shall act as
Paying Agent. If the Company fails to appoint or maintain another entity as
Registrar, or Paying Agent or Conversion Agent, the Trustee shall act as such,
and the Trustee shall initially act as such.

SECTION 2.4 Paying Agent To Hold Money in Trust.

         The Company shall require each Paying Agent (other than the Trustee,
who hereby so agrees), to agree in writing that the Paying Agent will hold in
trust for the benefit of holders of the Notes or the Trustee all money held by
the Paying Agent for the payment of principal, premium, if any, or interest on
the Notes or Fundamental Change Payment or Redemption Price with respect to the
Notes, and will notify the Trustee of any default by the Company in respect of


                                       15
<PAGE>
making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Company or a subsidiary of the Company) shall have no further liability for the
money. If the Company or a subsidiary of the Company acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the holders
of the Notes all money held by it as Paying Agent. In the absence of a written
request from the Company to return unclaimed funds to the Company, the Trustee
shall from time to time deliver all unclaimed funds held by it in any capacity
hereunder to or as directed by applicable escheat authorities, as required by
applicable law. Any unclaimed funds held by the Trustee in any capacity
hereunder pursuant to this Section 2.4 shall be held uninvested and without any
liability for interest.

SECTION 2.5 Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
holders of Notes and shall otherwise comply with TIA Section 312(a). If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at least
seven business days before each Interest Payment Date, and as the Trustee may
request in writing within fifteen (15) days after receipt by the Company of any
such request (or such lesser time as the Trustee may reasonably request in order
to enable it to timely provide any notice to be provided by it hereunder), a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of holders of Notes.

SECTION 2.6 Transfer and Exchange.

         (a) When Notes 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 Notes for 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, Notes at the Registrar's request, bearing
registration numbers not contemporaneously outstanding. No service charge shall
be made to a holder for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company and the Registrar may
require payment of a sum sufficient to cover any transfer tax or other
governmental charge payable upon exchanges pursuant to Sections 2.7, 9.5 or 12.2
hereof.

         The Company or the Registrar shall not be required to:

         (1)      issue, register the transfer of or exchange Notes during a
                  period beginning at the opening of business fifteen (15) days
                  before the day of any selection of Notes for (x) redemption
                  under Section 3.3 or (y) repurchase under Section 4.6 and
                  ending at the close of business on the day of selection;

         (2)      register the transfer or exchange of any Note so selected for
                  redemption in whole or in part, except the unredeemed portion
                  of any Note being redeemed in part; or

         (3)      register the transfer of any Notes surrendered for repurchase
                  pursuant to Section 4.6.


                                       16
<PAGE>
         All Notes issued upon any registration of transfer or exchange of Notes
in accordance with this Indenture shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this Indenture
as the Notes surrendered upon such registration of transfer or exchange.

         (b) Notwithstanding any provision to the contrary contained herein, so
long as a Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, or of any
beneficial interest therein, shall only be made in accordance with Sections
2.1(b) and 2.10.

         Except for transfers or exchanges made in accordance with Section 2.10,
transfers of a Global Security shall be limited to transfers of such Global
Security in whole, but not in part, to nominees of the Depositary or to a
successor of the Depositary or such successor's nominee.

         (c) Neither the Trustee nor any Agent shall have any responsibility for
any actions taken or not taken by the Depositary.

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

SECTION 2.7 Replacement Notes.

         If the holder of a Note claims that its Note has been lost, destroyed
or wrongfully taken, the Company shall issue and the Trustee shall authenticate
a replacement Note if the Trustee's and the Company's requirements are met. If
required by the Trustee or the Company as a condition of receiving a replacement
Note, the holder of a Note must provide a certificate of loss and an indemnity
and/or an indemnity bond sufficient, in the judgment of both the Company and the
Trustee, to fully protect the Company, the Trustee, any Agent and any
authenticating agent from any loss, liability, cost or expense which any of them
may suffer or incur if the Note is replaced. The Company and the Trustee may
charge the relevant holder for their expenses in replacing any Note.

         The Trustee or any authenticating agent may authenticate any such
substituted Note and deliver the same upon the receipt of such security or
indemnity as the Trustee, the Company and, if applicable, such authenticating
agent may require. Upon the issuance of any substituted Note, the Company and
the Trustee may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Note, which has matured or is about to
mature, or has been called for redemption pursuant to Article 3, submitted for
repurchase pursuant to Section 4.6 or is about to be converted into shares of
Class A Common Stock pursuant to Article 12, shall become mutilated or be
destroyed, lost or stolen, the Company may, instead of issuing a

                                       17
<PAGE>
substitute Note, pay or authorize the payment of or convert or authorize the
conversion of the same (without surrender thereof except in the case of a
mutilated Note), as the case may be, if the applicant for such payment or
conversion shall furnish to the Company, to the Trustee and, if applicable, to
the authenticating agent such security or indemnity as may be required by them
to save each of them harmless for any loss, liability, cost or expense caused by
or connected with such substitution, and, in case of destruction, loss or theft,
evidence satisfactory to the Company, the Trustee and, if applicable, any paying
agent or conversion agent of the destruction, loss or theft of such Note and of
the ownership thereof.

         Every replacement Note 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 Notes duly issued, authenticated and delivered
hereunder.

SECTION 2.8 Outstanding Notes.

         The Notes outstanding at any time are all the Notes properly
authenticated by the Trustee except for those canceled by the Trustee, those
delivered to it for cancellation, and those described in this Section as not
outstanding.

         If a Note is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser (as defined in Article 8 of the
Uniform Commercial Code).

         If Notes are considered paid under Section 4.1 or converted under
Article 12, they cease to be outstanding, and interest on them ceases to accrue.

         Subject to Section 2.9 hereof, a Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note.

SECTION 2.9 When Notes Owned by the Company or an Affiliate are Disregarded.

         In determining whether the holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes 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
Notes which a Trust Officer of the Trustee actually knows are so owned shall be
so disregarded.

SECTION 2.10 Temporary Notes.

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


                                       18
<PAGE>
         (b) A Global Security deposited with the Depositary or with the Trustee
as custodian for the Depositary pursuant to Section 2.1 shall be transferred to
the beneficial owners thereof in the form of certificated Notes in definitive
form only if such transfer complies with Section 2.6 and (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security or if at any time such Depositary ceases to be a
"clearing agency" registered under the Exchange Act and a successor Depositary
is not appointed by the Company within 90 days of such notice, or (ii) an Event
of Default has occurred and is continuing.

         (c) Any Global Security or interest therein that is transferable to the
beneficial owners thereof in the form of certificated Notes in definitive form
shall, if held by the Depository, be surrendered by the Depositary to the
Trustee, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Security, an equal aggregate
principal amount of Notes of authorized denominations in the form of
certificated Notes in definitive form. Any portion of a Global Security
transferred pursuant to this Section shall be executed, authenticated and
delivered only in denominations of $1,000 and integral multiples thereof and
registered in such names as the Depositary shall direct.

         (d) Prior to any transfer pursuant to Section 2.10(b), 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 Notes.

SECTION 2.11 Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange, payment,
replacement, conversion, repurchase or cancellation. The Trustee and no one else
may cancel Notes surrendered for registration of transfer, exchange, payment,
replacement, conversion, repurchase or cancellation. The Trustee shall dispose
of canceled Notes in accordance with its then customary procedures, unless the
Company shall otherwise direct in writing. The Company may not issue new Notes
to replace Notes that it has paid, redeemed or repurchased or that have been
delivered to the Trustee for cancellation or that any holder has (i) converted
pursuant to Article 12 hereof, (ii) submitted for redemption pursuant to Article
3 hereof or (iii) submitted for repurchase pursuant to Section 4.6 hereof.

SECTION 2.12 Defaulted Interest.

         If the Company fails to make a payment of interest on the Notes, it
shall pay such defaulted interest plus, to the extent lawful, any interest
payable on the defaulted interest. It may pay such defaulted interest, plus any
such interest payable on it, to the persons who are holders of such Notes 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
mail to holders of such Notes a notice that states the record date, payment date
and amount of such interest to be paid.


                                       19
<PAGE>
SECTION 2.13 CUSIP Number.

         The Company in issuing the Notes may use "CUSIP" numbers, and if so,
such CUSIP number shall be included in notices of repurchase as a convenience to
holders of Notes; provided, however, that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP numbers
printed in the notice or on the Notes and that reliance may be placed only on
the other identification numbers printed on the Notes; and provided, further,
that neither the Trustee nor any Registrar shall have any liability as to the
correctness or accuracy of any CUSIP numbers so printed in the notice. The
Company will promptly notify the Trustee of any change in the CUSIP numbers.

                                    ARTICLE 3

                                   REDEMPTION

SECTION 3.1 Optional Redemption.

         (a) On or after  ,  , the Company may redeem the Notes at its option in
cash, in whole or from time to time in part, during the following periods at the
following Redemption Prices expressed as percentages of the principal amount:

<TABLE>
<CAPTION>
         Period                                                        Redemption Price
         ------                                                        ----------------
<S>                                                                    <C>
         Beginning on  ,   and ending on  ,    .......................         %
         Beginning on  ,   and ending on  ,    .......................         %
         Beginning on  ,   and thereafter.............................   100.00%
</TABLE>

         In each case, the Company will pay accrued and unpaid interest to, but
not including, the Redemption Date. If the Redemption Date in an Interest
Payment Date, interest will be paid to the record holder on the relevant Regular
Record Date.

SECTION 3.2 Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.1 hereof, it shall furnish to the Trustee, at
least 30 days but not more than 60 days before a Redemption Date (unless a
shorter period shall be satisfactory to the Trustee), an Officers' Certificate
setting forth:

         (1)      the Section of this Indenture pursuant to which the redemption
                  shall occur;

         (2)      the Redemption Date;

         (3)      the principal amount of Notes (if less than all) to be
                  redeemed;

         (4)      the Redemption Price; and

         (5)      the CUSIP number of the Notes being redeemed.


                                       20
<PAGE>
SECTION 3.3 Selection of Notes To Be Redeemed.


         If less than all the Notes are to be redeemed, the Trustee shall select
the Notes to be redeemed by a method that complies with the requirements of the
principal national securities exchange, if any, on which the Notes are listed or
quoted or, if the Notes are not so listed, on a pro rata basis, by lot or by any
other method that the Trustee considers fair and appropriate. The Trustee shall
make the selection not more than 60 days and not less than 30 days before the
Redemption Date from Notes outstanding and not previously called for redemption.
The Trustee may select for redemption a portion of the principal of any Notes
that has a denomination larger than $1,000. Notes and portions thereof will be
redeemed in the amount of $1,000 or integral multiples of $1,000.

         Provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption. The Trustee shall notify
the Company promptly of the Notes or portions of Notes to be called for
redemption.

         If any Note selected for partial redemption is converted in part after
such selection, the converted portion of such Note shall be deemed (so far as
may be) to be the portion to be selected for redemption. The Notes (or portion
thereof) so selected shall be deemed duly selected for redemption for all
purposes hereof, notwithstanding that any such Note is converted in whole or in
part before the mailing of the notice of redemption. Upon any redemption of less
than all the Notes, the Company and the Trustee may treat as outstanding any
Notes surrendered for conversion during the period of 15 days next preceding the
mailing of a notice of redemption and need not treat as outstanding any Note
authenticated and delivered during such period in exchange for the unconverted
portion of any Note converted in part during such period.

SECTION 3.4 Notice of Redemption.

         At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail by first-class mail a notice of redemption to each holder
whose Notes are to be redeemed, at such holder's registered address.

         The notice shall identify the Notes to be redeemed and shall state:

         (1)      the Redemption Date;

         (2)      the Redemption Price;

         (3)      if any Note is being redeemed in part, the portion of the
                  principal amount of such Note to be redeemed and that, after
                  the Redemption Date, upon surrender of such Note, a new Note
                  or Notes in principal amount equal to the unredeemed portion
                  will be issued in the name of the holder thereof;

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

         (5)      that interest on Notes called for redemption and for which
                  funds have been set apart for payment, ceases to accrue on and
                  after the Redemption Date (unless the Company

                                       21
<PAGE>
                  defaults in the payment of the Redemption Price or the Paying
                  Agent is prohibited from making such payment pursuant to the
                  terms of this Indenture);

         (6)      the paragraph of the Notes pursuant to which the Notes called
                  for redemption are being redeemed;

         (7)      the aggregate principal amount of Notes (if less than all)
                  that are being redeemed;

         (8)      the CUSIP number of the Notes (provided that the disclaimer
                  permitted by Section 2.13 may be made);

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

         (10)     that Notes called for redemption may be converted at any time
                  prior to the close of business on the last Trading Day
                  immediately preceding the Redemption Date and if not converted
                  prior to the close of business on such date, the right of
                  conversion will be lost; and

         (11)     that in the case of Notes or portions thereof called for
                  redemption on a date that is also an Interest Payment Date,
                  the interest payment due on such date shall be paid to the
                  person in whose name the Note is registered at the close of
                  business on the relevant Regular Record Date.

         The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the holder of any Note designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any
Note.

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

SECTION 3.5 Effect of Notice of Redemption.

         Once notice of redemption is mailed, Notes called for redemption become
due and payable on the Redemption Date at the Redemption Price set forth in the
Note.

SECTION 3.6 Deposit of Redemption Price.

         On or before 10:00 a.m., New York City time, on the Redemption Date,
the Company shall deposit with the Trustee or with the Paying Agent money in
immediately available funds sufficient to pay the Redemption Price of and
accrued and unpaid interest on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall return to the Company any money not required
for that purpose.

         On and after the Redemption Date, unless the Company shall default in
the payment of the Redemption Price, interest will cease to accrue on the
principal amount of the Notes or portions thereof called for redemption and for
which funds have been set apart for payment, and such Notes, or portions
thereof, shall cease after the close of business on the business day immediately
preceding the Redemption Date to be convertible into shares of Class A Common


                                       22
<PAGE>
Stock and, except as provided in this Section 3.6 and Section 8.4, to be
entitled to any benefit or security under this Indenture, and the holders
thereof shall have no right in respect of such Notes, or portions thereof,
except the right to receive the Redemption Price thereof and accrued and unpaid
interest up to, but not including, the Redemption Date. In the case of Notes or
portions thereof redeemed on a Redemption date which is also an Interest Payment
Date, the interest payment due on such date shall be paid to the person in whose
name the Note is registered at the close of business on the relevant Regular
Record Date.

SECTION 3.7 Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part only, the Company
shall issue and the Trustee shall authenticate and deliver to the holder of a
Note a new Note equal in principal amount to the unredeemed portion of the Note
surrendered, at the expense of the Company, except as specified in Section 2.6.

                                    ARTICLE 4

                                    COVENANTS

SECTION 4.1 Payment of Notes.

         The Company shall pay the principal of or premium, if any, and interest
on, or Fundamental Change Payment or Redemption Price with respect to, the Notes
on the dates and in the manner provided in the Notes. Principal, premium, if
any, interest, the Fundamental Change Payment and Redemption Price shall be
considered paid on the date due if the Trustee or Paying Agent (other than the
Company or a subsidiary of the Company) holds as of 10:00 a.m., New York City
time, on that date immediately available funds designated for and sufficient to
pay all principal, premium, if any, interest or the Fundamental Change Payment
or Redemption Price then due; provided, however, that money held by the Agent
for the benefit of holders of Senior Indebtedness pursuant to the provisions of
Article 11 hereof or the payment of which to the holders of the Notes is
prohibited by Article 11 shall not be considered to be designated for the
payment of any principal of or premium, if any, or interest on, or Fundamental
Change Payment or Redemption Price with respect to, the Notes within the meaning
of this Section 4.1. To the extent lawful, the Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
(i) overdue principal, at the rate borne by Notes, compounded semiannually; and
(ii) overdue installments of interest (without regard to any applicable grace
period) at the same rate, compounded semiannually.

SECTION 4.2 Periodic Reports to the Trustee.

         The Company shall provide to the Trustee such documents, reports and
information as required by TIA Section 314 (if any) in the form, in the manner
and at the times required by TIA Section 314. 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).


                                       23
<PAGE>
SECTION 4.3 Compliance Certificate.

         The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Company an Officers' Certificate stating that in the
course of the performance by the signers of their duties as Officers of the
Company they would normally have knowledge of any Default or Event of Default
and whether or not the signers know of any Default or Event of Default that
occurred during such period. If they do, the certificate shall describe the
Default or Event of Default, its status and what action the Company is taking or
proposes to take with respect thereto. The Company also shall comply with Trust
Indenture Act Section 314(a)(4).

SECTION 4.4 Maintenance of Office or Agency.

         The Company shall maintain or cause to be maintained the office or
agency required under Section 2.3. The Company shall give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency not maintained by the Trustee. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, presentations, surrenders, notices and demands
with respect to the Notes may be made or served at the Corporate Trust Office of
the Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designation.

SECTION 4.5 Continued Existence.

         Subject to Article 5, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

SECTION 4.6 Repurchase Upon Fundamental Change.

         Following a Fundamental Change (the date of each such occurrence being
the "Fundamental Change Date") prior to the Maturity Date, the Company shall
notify the holders of Notes in writing of such occurrence and shall make an
offer (the "Fundamental Change Offer") to repurchase all Notes then outstanding
at a repurchase price in cash (the "Fundamental Change Payment") equal to 100%
of the principal amount thereof, plus accrued and unpaid interest up to, but not
including, the Fundamental Change Payment Date (as defined below).

         Notice of a Fundamental Change shall be mailed by or at the direction
of the Company to the holders of Notes as shown on the Register and to
beneficial owners as required by law not more than 30 days after the applicable
Fundamental Change Date at the addresses as shown on the Register of holders
maintained by the Registrar, with a copy to the Trustee and the Paying Agent.
During the period specified in such notice, holders of Notes may elect to tender
their Notes in whole or in part in integral multiples of $1,000 in exchange for
cash. Payment of the Fundamental Change Payment shall be made by the Company in
respect of Notes properly tendered pursuant to this Section on the day (the
"Fundamental Change Payment Date") which shall be the business day succeeding
the 60th day after the date of the notice of the applicable Fundamental Change.


                                       24
<PAGE>
         The notice, which shall govern the terms of the Fundamental Change
Offer, shall include such disclosures as are required by law and shall state:

         (a) that a Fundamental Change Offer is being made pursuant to this
Section 4.6 and that all Notes will be accepted for payment;

         (b) a brief description of the event, transaction or transactions that
constitute the Fundamental Change;

         (c) the Fundamental Change Payment for each Note and the Fundamental
Change Payment Date;

         (d) that any Note not accepted for payment will continue to accrue
interest in accordance with the terms thereof;

         (e) that, unless the Company defaults on making the Fundamental Change
Payment, any Note accepted for payment pursuant to the Fundamental Change Offer
shall cease to accrue interest on the Fundamental Change Payment Date and no
further interest shall accrue on or after such date;

         (f) that holders electing to have Notes repurchased pursuant to a
Fundamental Change Offer will be required to deliver, not later than 5:00 p.m.,
New York City time, on the 60th day after the date of the Company's notice
described in this paragraph, a repurchase notice electing to require the Company
to repurchase all or some portion of the Notes held by such holder, which notice
shall state (i) the name of the holder, (ii) the principal amount of Notes the
holder is delivering for purchase, which must be $1,000 or integral multiples
thereof and (iii) the Note certificate number (if any);

         (g) that holders of Notes will be entitled to withdraw their election
if the Paying Agent receives, not later than 5:00 p.m., New York City time, on
the business day immediately preceding the Fundamental Change Payment Date, a
facsimile transmission or letter setting forth (i) the name of the holder, (ii)
the principal amount of Notes the holder delivered for purchase, (iii) the Note
certificate number (if any) delivered, (iv) a statement that such holder is
withdrawing his election to have such Notes purchased, (v) the principal amount
of Notes being withdrawn, (vi) the Note certificate number (if any) being
withdrawn and (vii) the principal amount of Notes that remains subject to the
Fundamental Change Offer, if any;

         (h) that holders whose Notes are repurchased only in part will be
issued Notes equal in principal amount to the unpurchased portion of the Notes
surrendered provided that the unpurchased portion shall be in an authorized
denomination;

         (i) the instructions that holders must follow in order to tender their
Notes; and

         (j) that in the case of a Fundamental Change Payment Date that is also
an Interest Payment Date, and the interest payment due on such date shall be
paid to the person in whose name the Note is registered at the close of business
on the relevant Regular Record Date.


                                       25
<PAGE>
         On the Fundamental Change Payment Date, the Company shall accept for
payment all Notes or portions thereof validly tendered and not validly withdrawn
pursuant to the Fundamental Change Offer. On or before 10:00 a.m., New York City
time, on the Fundamental Change Payment Date, the Company shall deposit with the
Paying Agent money sufficient to pay the Fundamental Change Payment with respect
to all Notes or portions thereof so tendered and accepted, and deliver or cause
to be delivered to the Trustee the Notes so accepted together with an Officers'
Certificate setting forth the aggregate principal amount of Notes or portions
thereof tendered to and accepted for payment by the Company. Promptly following
the later of (i) the Fundamental Change Payment Date and (ii) the time of
book-entry transfer or physical delivery of Notes by a holder, the Paying Agent
shall mail or deliver the Fundamental Change Payment to such holder of Notes so
accepted and the Trustee shall, as soon as reasonably practicable, authenticate
and mail or cause to be transferred by book-entry to such holder a new Note
equal in principal amount to any unpurchased portion of the Note surrendered, if
any; provided, that such holder shall have delivered to the Paying Agent, by
book-entry transfer or physical delivery, the Notes, together with necessary
endorsements; provided, further, that such new Notes will be in a principal
amount of $1,000 or integral multiples thereof. Any Notes not so accepted shall
be promptly mailed or delivered by the Company to the holder thereof.

         In the case of any reclassification, change, consolidation, merger,
combination or sale or conveyance to which Section 12.6 applies in which the
Common Stock of the Company is changed or exchanged into the right to receive
stock, securities or other property or assets (including cash) which includes
shares of common stock of the Company or another person that are, or upon
issuance will be, traded on a United States national securities exchange or
approved for trading on an established automated over-the-counter trading market
in the United States and such shares constitute at the time such change or
exchange becomes effective in excess of 95% of the aggregate fair market value
of such stock, securities or other property and assets (including cash) (as
determined by the Company, which determination shall be conclusive and binding),
then the person formed by such consolidation or resulting from such merger which
acquires such assets, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture (which shall comply with the TIA as in force at
the date of execution of such supplemental indenture) modifying the provisions
of this Indenture relating to the right of holders of Notes to cause the Company
to repurchase Notes following a Fundamental Change, including the applicable
provisions of this Section 4.6 and the definitions of Fundamental Change, Change
of Control and Termination of Trading, as appropriate, as determined in good
faith by the Company (which determination shall be conclusive and binding), to
make such provision apply to such common stock and the issuer thereof if
different from the Company and Common Stock of the Company (in lieu of the
Company and the Common Stock of the Company).

         None of the provisions of this Section 4.6 relating to the Company's
obligation to repurchase the Notes in the event of a Fundamental Change is
waivable by the Company's Board of Directors. In addition, except as described
in the preceding paragraph, this Section 4.6 may not be amended without the
consent of a majority of the principal amount of the Notes as well as the
consent of the holder of each outstanding Note.

         There shall be no purchase of any Notes pursuant to this Section 4.6 if
there has occurred (prior to, on or after, as the case may be, the giving, by
the holders of such Notes, of the required Fundamental Change repurchase notice)
and is continuing, an Event of Default (other than a

                                       26
<PAGE>
default in the payment of the Fundamental Change Payment with respect to such
Notes). The Paying Agent will promptly return to the respective holders any
Notes (x) with respect to which a Fundamental Change repurchase notice has been
withdrawn in compliance with this Indenture or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Fundamental Change Payment with respect to such Notes) in which case upon such
return the Fundamental Change repurchase notice with respect thereto shall be
deemed to have been withdrawn.

         The Fundamental Change 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, to the extent such laws and regulations are
then applicable and shall include all instructions and materials that the
Company shall reasonably deem necessary to enable such holders of Notes to
tender their Notes.

SECTION 4.7 Appointments to Fill Vacancies in Trustee's Office.

         The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 7.8, a
Trustee, so that there shall at all times be a Trustee hereunder.

SECTION 4.8 Stay, Extension and Usury Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter enforced, that may affect the Company's
obligation to pay the Notes; and the Company (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law insofar
as such law applies to the Notes, and covenants that it shall 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 4.9 Taxes.


         The Company shall, and shall cause each of its subsidiaries to, pay
prior to delinquency all taxes, assessments and government levies; provided,
however, that the Company shall not be required to pay or cause to be paid any
such tax, assessment or levy (A) if the failure to do so will not, in the
aggregate, have a material adverse impact on the Company and its subsidiaries
taken as a whole, or (B) if the amount, applicability or validity is being
contested in good faith by appropriate proceedings.

SECTION 4.10 Investment Company Act.

         As long as any Notes are outstanding, the Company will conduct its
business and operations so as not to become an "investment company" within the
meaning of the Investment Company Act, and will take all steps required in order
for it to continue not to be an "investment company" and not to be required to
be registered under the Investment Company Act, including, if necessary,
redeployment of the assets of the Company.


                                       27
<PAGE>
                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.1  When the Company May Merge, Etc.

         The Company may not, in a single transaction or series of related
transactions, consolidate or merge with or into (whether or not the Company is
the surviving corporation), or sell, assign, transfer, convey, lease or
otherwise dispose of all or substantially all of its properties or assets to
another corporation, person or entity as an entirety or substantially as an
entirety unless:

         (a) either:

                  (i)      the Company shall be the surviving or continuing
                           corporation; or

                  (ii)     the entity or person formed by or surviving any such
                           consolidation or into which the Company is merged (if
                           other than the Company) or the entity or person which
                           acquires by sale, assignment, transfer, lease,
                           conveyance or other disposition the properties and
                           assets of the Company as an entirety or substantially
                           as an entirety shall:

                           (1)      be a corporation organized and validly
                                    existing under the laws of the United States
                                    or any State thereof or the District of
                                    Columbia; and

                           (2)      expressly assume, by supplemental indenture
                                    in form reasonably satisfactory to the
                                    Trustee, executed and delivered to the
                                    Trustee, the due and punctual payment of the
                                    principal of or premium, if any, and
                                    interest on, all of the Notes and the
                                    performance of every covenant of the Notes
                                    and this Indenture on the part of the
                                    Company to be performed or observed,
                                    including, without limitation, modifications
                                    to rights of holders to cause the repurchase
                                    of Notes upon a Fundamental Change in
                                    accordance with the penultimate paragraph of
                                    Section 4.6 and conversion rights in
                                    accordance with Section 12.6 to the extent
                                    required by such Sections;

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

         (c) the Company or such person shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel each stating that such
consolidation, merger, sale, assignment, transfer, conveyance, lease or other
disposition and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture, comply with this provision of this
Indenture and that all conditions precedent in this Indenture relating to such
transaction have been satisfied.


                                       28
<PAGE>
         For purposes of this Section 5.1, the sale, assignment, transfer,
conveyance, lease or other disposition, in a single transaction or series of
transactions, of all or substantially all of the properties or assets of one or
more subsidiaries of the Company, the capital stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.

SECTION 5.2 Successor Corporation Substituted.

         Upon any such consolidation, merger, sale, assignment, transfer,
conveyance, lease or other disposition in accordance with Section 5.1, the
successor person formed by such consolidation or into which the Company is
merged or to which such sale, assignment, transfer, conveyance, lease or other
disposition is made will 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 had been named as the Company therein, and thereafter
(except in the case of a lease) the predecessor corporation will be relieved of
all further obligations and covenants under this Indenture and the Notes.

SECTION 5.3  Purchase Option on Fundamental Change.

         This Article 5 does not affect the obligations of the Company
(including without limitation any successor to the Company) under Section 4.6.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.1 Events of Default.

         An "Event of Default" with respect to any Notes occurs if:

         (a) the Company defaults in the payment (whether or not such payment is
prohibited by the subordination provisions set forth in Article 11 of this
Indenture) of principal of or premium, if any, or Fundamental Change Payment or
Redemption Price with respect to any Note when due at maturity, upon repurchase
or redemption, upon acceleration or otherwise;

         (b) the Company defaults in the payment (whether or not such payment is
prohibited by the subordination provisions set forth in Article 11 of this
Indenture) of any installment of interest on the Notes when due (including any
interest payable in connection with a repurchase pursuant to Section 4.6 or in
connection with any optional redemption payment pursuant to Article 3) and such
default continues for 30 days or more;

         (c) the Company fails to provide timely notice of any Fundamental
Change in accordance with Section 4.6;

         (d) the Company defaults (other than a default set forth in clauses
(a), (b) and (c) above) in the performance of, or breaches, any other covenant
or warranty of the Company set forth in this Indenture or the Notes and fails to
remedy such default or breach within a period of

                                       29
<PAGE>
60 days after the receipt of written notice from the Trustee or 25% in aggregate
principal amount of the outstanding Notes;

         (e) one or more defaults in the payment of principal of or premium, if
any, on any Indebtedness within any applicable grace period after the final
scheduled maturity thereof or the acceleration of any such Indebtedness by the
holders thereof because of a default if the total amount of such Indebtedness
unpaid or accelerated exceeds $100.0 million or its foreign currency equivalent
and such failure continues for 30 days; provided, that this clause (e) shall not
apply to (A) any notice of wind-down or any comparable notice to be given in
connection with a Qualified Securitization Transaction or (B) any wind-down, or
comparable event, with respect to a Qualified Securitization Transaction;

         (f) the Company or any of its Significant Subsidiaries or group of
subsidiaries that, taken together (as of the latest audited consolidated
financial statements for the Company and its subsidiaries), would constitute a
Significant Subsidiary fail to pay final judgments aggregating in excess of
$100.0 million (net of any amounts for which a reputable and creditworthy
insurance company is liable, unless such insurance company has disclaimed such
liability in writing), which judgments are not paid, discharged or stayed for a
period of 60 days following such judgments and none of such judgments has been
discharged, waived or stayed;

         (g) the Company, pursuant to or within the meaning of any Bankruptcy
Law (as defined below):

                  (i)      commences a voluntary case,

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

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

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

                  (v)      makes the admission in writing that it generally is
                           unable to pay its debts as the same become due; or

         (h) a court of competent jurisdiction enters a judgment, order or
decree under any Bankruptcy Law that:

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

                  (ii)     appoints a Custodian of the Company, or

                  (iii)    orders the liquidation of the Company,

and in any case, the order or decree remains unstayed and in effect for 90 days.


                                       30
<PAGE>
         The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

         In the case of any Event of Default, pursuant to the provisions of this
Section 6.1, occurring by reason of any willful action (or inaction) taken (or
not taken) by or on behalf of the Company with the intention of avoiding payment
of the premium which the Company would have had to pay if the Company then had
elected to redeem the Notes pursuant to Section 3.1, an equivalent premium shall
also become and be immediately due and payable to the extent permitted by law,
upon the acceleration of the Notes notwithstanding anything contained in this
Indenture or in the Notes to the contrary.

         If an Event of Default occurs prior to any date on which the Company is
prohibited from redeeming the Notes pursuant to Section 3.1, by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding the prohibition on redemption of the Notes prior
to such date, then the premium specified in this Indenture shall also become
immediately due and payable to the extent permitted by law upon the acceleration
of the Notes.

SECTION 6.2 Acceleration.

         If an Event of Default (other than an Event of Default with respect to
the Company specified in clauses (h) and (i) of Section 6.1) occurs and is
continuing, then and in every such case the Trustee, by written notice to the
Company, or the holders of at least 25% in aggregate principal amount of the
then outstanding Notes, by written notice to the Company and the Trustee, may,
and the Trustee at the request of such holders shall, declare the unpaid
principal of, and premium, if any, and accrued and unpaid interest on, all the
then outstanding Notes to be due and payable; provided, that such amount shall
not be declared due and payable unless the Trustee shall have given prompt prior
notice thereof to the Designated Senior Lender. Upon such declaration, such
principal, premium, if any, and accrued and unpaid interest shall become
immediately due and payable, notwithstanding anything contained in this
Indenture or the Notes to the contrary, but subject to the provisions of Article
11 hereof.

         The holders of at least a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may rescind an acceleration of
the Notes and its consequences if all existing Events of Default (other than
nonpayment of principal of or premium, if any, and interest on, the Notes which
has become due solely by virtue of such acceleration) have been cured or waived,
the amounts payable to the Trustee under Section 7.7 shall have been paid and if
the rescission would not conflict with any judgment or decree of any court of
competent jurisdiction. No such rescission shall affect any subsequent Default
or Event of Default or impair any right consequent thereto.

         If any Event of Default with respect to the Company specified in
clauses (h) or (i) of Section 6.1 occurs, all unpaid principal of and accrued
and unpaid interest on the Notes then outstanding shall become automatically due
and payable, subject to the provisions of Article 11 hereof without any
declaration or other act on the part of the Trustee or any holder of Notes.


                                       31
<PAGE>
SECTION 6.3 Other Remedies.

         If an Event of Default with respect to Notes occurs and is continuing,
the Trustee may pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of or premium, if any, and interest on, the
Notes or to enforce the performance of any provision of the Notes or this
Indenture. The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any holder of a Note in exercising any right or
remedy occurring 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 6.4 Waiver of Past Defaults.

         Subject to Section 6.2, the holders of at least a majority in aggregate
principal amount of the Notes then outstanding may, on behalf of the holders of
all the Notes, waive an existing Default or Event of Default and its
consequences, except a Default or Event of Default in the payment of the
principal of, or premium, if any, or interest, on, or Fundamental Change Payment
or Redemption Price with respect to, the Notes (other than the non-payment of
principal of, premium, if any, and interest on the Notes which has become due
solely by virtue of an acceleration which has been duly rescinded as provided
above), or in respect of a covenant or provision of this Indenture which cannot
be modified or amended without the consent of each holder of Notes (in addition
to the consent of at least a majority in aggregate principal amount of then
outstanding Notes), or with respect to a failure to purchase any Notes tendered
pursuant to Section 4.6 hereof. When a Default or Event of Default is waived, it
is cured and stops continuing. No waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon.

SECTION 6.5 Control by Majority.

         The holders of at least a majority in aggregate principal amount of the
then outstanding Notes 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 or that the Trustee determines may be
unduly prejudicial to the rights of other holders of Notes or that may involve
the Trustee in personal liability; provided, that the Trustee shall have no duty
or obligation (subject to Section 7.1) to ascertain whether or not such actions
of forbearances are unduly prejudicial to such holders; provided, further, that
the Trustee may take any other action the Trustee deems proper that is not
inconsistent with such directions. Notwithstanding any provision to the contrary
in this Indenture, the Trustee shall not be obligated to take any action with
respect to the provisions of the next to last paragraph of Section 6.1 unless
directed to do so pursuant to this Section 6.5. Notwithstanding anything to the
contrary contained in this Indenture, holders of Notes may enforce their rights
under this Indenture or the Notes only as provided herein.


                                       32
<PAGE>
SECTION 6.6 Limitation on Suits.

         A holder of a Note may not pursue any remedy with respect to this
Indenture or the Notes unless:

         (1) such holder gives to the Trustee notice of a continuing Event of
Default;

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

         (3) such holder or holders offer and, if requested, provide to the
Trustee security or indemnity satisfactory to the Trustee against any loss,
liability or expense;

         (4) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
security or indemnity; and

         (5) during such 60-day period the holders of a majority in aggregate
principal amount of the then outstanding Notes do not give the Trustee a
direction inconsistent with the request.

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

SECTION 6.7 Rights of Holders To Receive Payment.

         Subject to the provisions of Article 11 hereof, notwithstanding any
other provision of this Indenture, the right of any holder of a Note to receive
payment of principal of or premium, if any, and interest on, the Note, on or
after the respective due dates expressed in the Note, or to bring suit for the
enforcement of any such payment on or after such respective dates, or to bring
suit for the enforcement of the right to convert the Note shall not be impaired
or affected without the consent of the holder of a Note.

SECTION 6.8 Collection Suit by Trustee.

         If an Event of Default specified in Section 6.1(a) or (b) occurs and is
continuing with respect to Notes, 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, premium, if any, and interest remaining unpaid on, or Fundamental
Change Payment or Redemption Price with respect to, the Notes and interest on
overdue principal, premium, if any, and interest (or Fundamental Change Payment
or Redemption Price) 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, and all other amounts due the Trustee under Section 7.7.

SECTION 6.9 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 holders of Notes

                                       33
<PAGE>
allowed in any judicial proceedings relative to the Company, its creditors or
its property. The Trustee shall be entitled and empowered, by intervention in
such proceeding or otherwise to:

         (a) file and prove a claim for the whole amount of the principal of,
and interest on, the Notes and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel and all other amounts due the Trustee under
Section 7.7.) and of the holders of the Notes allowed in such judicial
proceedings; and

         (b) collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any Custodian in any such judicial proceeding is hereby authorized by each
holder of Notes to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the holder of
Notes, to pay the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.7.

         Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any holder of a Note any
plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any holder thereof, or to authorize the Trustee to vote
in respect of the claim of any holder in any such proceeding.

SECTION 6.10 Priorities.

         If the Trustee collects any money with respect to the Notes pursuant to
this Article 6, it shall pay out the money in the following order:

         (a) First: to the Trustee for amounts due under Section 7.7, including
payment of all compensation, expenses and liabilities incurred, and all advances
made, by the Trustee, and the costs and expenses of collection;

         (b) Second: to holders of Senior Indebtedness to the extent required by
Article 11;

         (c) Third: to holders of Notes for amounts due and unpaid on the Notes
for principal, premium, if any, and interest ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal, premium, if any, and interest, respectively; and

         (d) Fourth: to the Company.

         Except as otherwise provided in Section 2.12, the Trustee may fix a
record date and payment date for any payment to holders of Notes.


                                       34
<PAGE>
SECTION 6.11 Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit, other than the Trustee, of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a holder pursuant to Section 6.7 or a suit by holders of more than 10% in
aggregate principal amount of the then outstanding Notes.

                                    ARTICLE 7

                                   THE TRUSTEE

         The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed. Whether or
not herein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Article 7.

SECTION 7.1 Duties of the Trustee.

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

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

         (1) The duties of the Trustee shall be determined solely by the express
provisions of this Indenture, and the Trustee need perform only those duties
that are specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and

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

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


                                       35
<PAGE>
         (1) this paragraph does not limit the effect of paragraph (b) or
paragraph (e) of this Section;

         (2) the Trustee shall not be liable for any error of judgment made in
good faith by a Trust Officer or any other officer of the Trustee to whom such
matter is referred, because of such person's knowledge of and familiarity with
the particular subject, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and

         (3) the Trustee shall not be liable with respect to any action it takes
or omits to take in good faith in accordance with a direction received by it
pursuant to Section 6.5.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture that is in any way related to the Trustee is subject to
paragraphs (a), (b), (c) and (e) of this Section 7.1.

         (e) 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 or the exercise of any of its rights and powers
hereunder, including, without limitation, the provisions of Section 6.5 hereof,
if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk of liability is not reasonably assured
to it.

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

SECTION 7.2 Rights of the Trustee.


         (a) The Trustee may rely on and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, security or other document believed by it to be genuine and to have been
signed or presented by the proper person. The Trustee need not investigate any
fact or matter contained therein.

         (b) Any request, direction, order or demand of the Company shall be
sufficiently evidenced by an Officers' Certificate (unless other evidence in
respect thereof is herein specifically prescribed). In addition, before the
Trustee acts or refrains from acting, it may require an Officers' Certificate,
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. The Trustee may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection from liability in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.

         (c) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through attorneys and
agents and other persons not regularly in its employ and shall not be
responsible for the misconduct or negligence of any attorney or agent appointed
with due care.


                                       36
<PAGE>
         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith without negligence or willful misconduct which it believes to
be authorized or within its discretion, rights or powers.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by two Officers of the Company.

         (f) The Trustee shall not be required to give any bond or surety in
respect of the performance of its powers and duties hereunder.

         (g) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the holders of Notes pursuant to the provisions of this
Indenture, unless such holders have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred therein or thereby.

         (h) 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, consent, order, security or other document
unless requested in writing to do so by the holders of not less than a majority
in aggregate principal amount of the Notes then outstanding, provided that if
the Trustee determines in its discretion to make any such investigation, then it
shall be entitled, upon reasonable prior notice and during normal business
hours, to examine the books and records and the premises of the Company,
personally or by agent or attorney, and the reasonable expenses of every such
examination shall be paid by the Company or, if paid by the Trustee or any
predecessor Trustee, shall be reimbursed by the Company upon demand.

         (i) The permissive rights of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty, and the Trustee shall not be
answerable for other than its gross negligence or willful misconduct.

         (j) The Trustee shall not be responsible for the computation of any
adjustment to the Conversion Price of the Notes or for any determination as to
whether an adjustment is required and shall not be deemed to have knowledge of
any adjustment until it shall have received the notice from the Company
contemplated by Section 12.5(j).

SECTION 7.3 Individual Rights of the Trustee.

         Subject to Sections 7.10 and 7.11, the Trustee in its individual or any
other capacity may become the owner or pledgee of Notes with the same rights it
would have if it were not the Trustee and may otherwise deal with the Company or
an Affiliate of the Company and receive, collect, hold and retain collections
from the Company with the same rights it would have if it were not Trustee.
However, in the event that the Trustee acquires any conflicting interest (as
such term is defined in Section 3.10(b) of the TIA), it must eliminate such
conflict within 90 days, apply to the Commission for permission to continue as
trustee (to the extent permitted under Section 310(b) of the TIA) or resign. Any
Agent may do the same with like rights.


                                       37
<PAGE>
SECTION 7.4 Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes. It shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture. It shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

SECTION 7.5 Notice of Defaults.

         If a Default or Event of Default with respect to the Notes occurs and
is continuing and if it is known to a Trust Officer of the Trustee, the Trustee
shall mail to each holder of a Note a notice of the Default or Event of Default
within 60 days after such Default or Event of Default occurs. A Default or an
Event of Default shall not be considered known to a Trust Officer of the Trustee
unless it is a Default or Event of Default in the payment of principal, premium,
if any, or interest (or Fundamental Change Payment or Redemption Price) when due
under Section 6.1(a) or (b) or a Trust Officer of the Trustee shall have
received written notice thereof, in accordance with this Indenture, from the
Company or from the holders of at least a majority in aggregate principal amount
of the outstanding Notes. Except in the case of a Default or Event of Default in
payment of principal, premium, if any, or interest on (or Fundamental Change
Payment or Redemption Price with respect to) any Note, the Trustee may withhold
the notice if and so long as a trust committee of its officers in good faith
determines that withholding the notice is in the interest of the holders of the
Notes.

SECTION 7.6 Reports by the Trustee to Holders.

         Within 60 days after May 15, beginning May 15, 2003, the Trustee shall
mail to holders of Notes a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within twelve months preceding the reporting date, no report
need be transmitted). 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 holders of Notes
shall be filed, at the expense of the Company, by the Trustee with the
Commission and each stock exchange or securities market, if any, on which the
Notes are listed. The Company shall timely notify the Trustee when the Notes are
listed or quoted on any stock exchange or securities market.

SECTION 7.7 Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation for its acceptance of this
Indenture and its services hereunder. 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 promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by or on behalf of it in
addition to the compensation for its services. Such expenses may include the
reasonable

                                       38
<PAGE>
compensation, disbursements and expenses of the Trustee's agents, counsel and
other persons not regularly in its employ.

         The Company shall indemnify, defend and hold the Trustee and its
directors, officers, employees and agents (collectively with the Trustee, the
"Indemnitees") harmless from and against every loss, liability or expense,
including without limitation damages, fines, suits, actions, demands, penalties,
costs, out-of-pocket or incidental expenses, legal fees and expenses, and the
costs and expenses of defending any claim (collectively, "Losses"), that may be
imposed on, incurred by, or asserted against, any Indemnitee for or in respect
of the Trustee's (i) execution and delivery of this Indenture, (ii) compliance
or attempted compliance with or reliance upon any instruction or other direction
upon which the Trustee is authorized to rely pursuant to the terms of this
Indenture and (iii) performance under this Indenture except as set forth in the
next paragraph. Any Indemnitee shall notify the Company promptly of any claim
for which it may seek indemnity under this Section.

         The Company need not reimburse any expense or indemnify against any
Loss incurred by the Trustee or any Indemnitee through its own gross negligence
or willful misconduct.

         The Trustee shall have a lien prior to the Notes on all money or
property held or collected by the Trustee to secure the Company's payment
obligations in this Section 7.7, except that held in trust to pay principal,
premium, if any, and interest, on Notes. Such liens and the Company's
obligations under this Section 7.7 shall survive the termination, satisfaction
and discharge of this Indenture and the resignation or removal of the Trustee
for any reason.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(f) or (g) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

SECTION 7.8 Replacement of the Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.8.

         The Trustee may resign at any time and be discharged from the trust
hereby created by so notifying the Company. The holders of at least a majority
in aggregate principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing and may appoint a
successor Trustee . The Company may remove the Trustee with if:

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

         (2) 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;

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

         (4) the Trustee becomes incapable of acting.


                                       39
<PAGE>
         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the holders
of at least a majority in aggregate principal amount of the then outstanding
Notes may appoint a successor Trustee to replace the successor Trustee appointed
by the Company.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
holders of at least 10% in aggregate principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

         If the Trustee after written request by any holder of a Note who has
been a holder for at least six months fails to comply with Section 7.10, such
holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to holders of Notes. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, provided that all sums
owing to the retiring Trustee hereunder have been paid and subject to the lien
provided for in Section 7.7. Notwithstanding the replacement of the Trustee
pursuant to this Section 7.8, the Company's obligations under Section 7.7 shall
continue for the benefit of the retiring Trustee with respect to expenses and
liabilities incurred by it prior to such replacement.

         In case of the appointment hereunder of a successor Trustee, the
Company, the retiring Trustee and each successor Trustee shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which shall:

         (i) contain such provisions as shall be necessary of desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee; and

         (ii) add to or change any of the provisions of this Indenture as shall
be necessary or desirable to provide for or facilitate the administration of the
trusts hereunder by two Trustees; provided, however, that nothing contained
herein or in such supplemental Indenture shall constitute such Trustee to be
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust hereunder separate and apart from any trust hereunder administered by the
other such Trustee.

         Upon the execution and deliver of such supplemental Indenture, the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee.


                                       40
<PAGE>
SECTION 7.9 Successor Trustee by Merger, etc.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business (including the trust
created by this Indenture) to, another person, the resulting, surviving or
transferee person without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein.

SECTION 7.10 Eligibility, Disqualification.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1). The Trustee shall always have a combined
capital and surplus as stated in Section 10.10. The Trustee is subject to TIA
Section 310(b) regarding the disqualification of a trustee upon acquiring a
conflicting interest.

SECTION 7.11 Preferential Collection of Claims Against Company.

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

                                    ARTICLE 8

                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 8.1 Discharge of Indenture.

         (a) When the Company delivers to the Trustee for cancellation all Notes
theretofore authenticated (other than any other Notes which have been destroyed,
lost or stolen and in lieu of or in substitution for which other Notes have been
authenticated and delivered) and not theretofore canceled; or

         (b) all the Notes not theretofore canceled or delivered to the Trustee
for cancellation have become due and payable, or by their terms will become due
and payable within one year or are to be called for redemption within one year
under arrangements reasonably satisfactory to the Trustee for the giving of
notice of redemption; and

         (c) the Company deposits with the Trustee, in trust, amounts sufficient
to pay at maturity all of the Notes (other than any Notes which have been
mutilated, destroyed, lost or stolen and in lieu of or in substitution for which
other Notes have been authenticated and delivered) not theretofore canceled or
delivered to the Trustee for cancellation, including principal and premium, if
any, and interest due or to become due to such date of maturity or Redemption
Date, as the case may be, and if in either case the Company also pays, or causes
to be paid, all other sums payable hereunder by the Company,

then this Indenture shall cease to be of further effect (except as to (i) rights
of substitution, replacement and exchange and conversion of Notes, (ii) rights
hereunder of holders of Notes to receive payments of principal of, and premium,
if any, and interest on, the Notes, (iii) the obligations under Sections 2.3 and
8.5 hereof and (iv) the rights, obligations and immunities of

                                       41
<PAGE>
the Trustee hereunder), and the Trustee, on demand of the Company accompanied by
an Officers' Certificate and an Opinion of Counsel as required by Section 10.4,
and at the Company's cost and expense, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture. However, the
Company, hereby agrees to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred by the Trustee and to compensate the
Trustee for any services thereafter reasonably and properly rendered by the
Trustee in connection with this Indenture or the Notes.

SECTION 8.2 Deposited Monies to be Held in Trust by Trustee.

         Subject to Section 8.4, all monies deposited with the Trustee pursuant
to Section 8.1 shall be held in trust and applied by it to the payment,
notwithstanding the provisions of Article II hereof, either directly or through
the Paying Agent, to the holders of the particular Notes for the payment of
which such monies have been deposited with the Trustee, of all sums due and to
become due thereon for principal and premium, if any, and interest.

SECTION 8.3 Paying Agent to Repay Monies Held.

         Upon the satisfaction and discharge of this Indenture, all monies then
held by any Paying Agent (other than the Trustee) shall, upon the Company's
demand, be repaid to it or paid to the Trustee, and thereupon such Paying Agent
shall be released from all further liability with respect to such monies.

SECTION 8.4 Return of Unclaimed Monies.

         Subject to the requirements of applicable law, any monies deposited
with or paid to the Trustee for payment of the principal of or premium, if any,
or interest on, Notes and not applied but remaining unclaimed by the holders
thereof for two years after the date upon which the principal of or premium, if
any, or interest on, such Notes, as the case may be, have become due and
payable, shall be repaid to the Company by the Trustee on demand; provided,
however, that the Company, or the Trustee at the request and expense of the
Company, shall have first caused notice of such payment to the Company to be
mailed to each holder of a Note entitled thereto no less than 30 days prior to
such payment and all liability of the Trustee shall thereupon cease with respect
to such monies; and the holder of any of the Notes shall thereafter look only to
the Company for any payment which such holder may be entitled to collect unless
an applicable abandoned property law designates another person. In the absence
of a written request from the Company to return unclaimed funds to the Company,
the Trustee shall from time to time deliver all unclaimed funds held by it in
any capacity hereunder to or as directed by applicable escheat authorities, as
required by applicable law. Any unclaimed funds held by the Trustee in any
capacity hereunder pursuant to this Section 8.4 shall be held uninvested and
without any liability for interest.

SECTION 8.5 Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 8.2 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred

                                       42
<PAGE>
pursuant to Section 8.1 until such time as the Trustee or the Paying Agent is
permitted to apply all such money in accordance with Section 8.2; provided,
however, that if the Company makes any payment of principal, premium, if any, or
interest on any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the holders thereof to receive such payment
from the money held by the Trustee or Paying Agent.

                                    ARTICLE 9

                                   AMENDMENTS

SECTION 9.1  Without the Consent of Holders.

         The Company and the Trustee may amend or supplement this Indenture or
the Notes without notice to, or the consent of, any holder of a Note to:

         (a) cure any ambiguity, defect or inconsistency or make any other
changes in the provisions of the Indenture which the Company and the Trustee may
deem necessary or desirable, provided, that such amendment or supplement does
not materially and adversely affect the Notes;

         (b) provide for uncertificated Notes in addition to or in place of
certificated Notes;

         (c) provide for the assumption of the Company's obligations to holders
of Notes in the circumstances required under the indenture as described under
Article 5 hereof;

         (d) provide for conversion rights of holders of Notes in the event of
consolidation, merger, or sale of all or substantially all of the assets of the
Company as required to comply with Section 5.1;

         (e) reduce the Conversion Price;

         (f) evidence and provide for the acceptance of the appointment under
the Indenture of a successor Trustee;

         (g) make any change that would provide any additional rights or
benefits to the holders of Notes or that does not adversely affect the legal
rights under the Indenture of any such holder; or

         (h) comply with requirements of the Commission in order to maintain the
qualification of this Indenture under the TIA.

         However, no amendment or supplement may be made to Section 11 hereof
that adversely affect the rights of any holder of Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness (or any group or
representative thereof authorized to give consent) consent to such changes.


                                       43
<PAGE>
SECTION 9.2  With the Consent of Holders.

         Subject to Section 6.7 and except as set forth in the next paragraph,
the Company and the Trustee may amend or supplement this Indenture or the Notes
with the written consent of the holders of at least a majority in aggregate
principal amount of the then outstanding Notes (including consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes). In
addition, subject to Sections 6.4 and 6.7 and except as set forth in the next
paragraph, the holders of at least a majority in aggregate principal amount of
the then outstanding Notes may waive compliance in a particular instance by the
Company with any provision of this Indenture or the Notes.

         However, without the consent of each holder of a Note (in addition to
the consent of the holders of at least a majority in aggregate principal amount
of the then outstanding Notes), an amendment, supplement or waiver under this
Section 9.2 may not:

         (a) reduce the percentage of aggregate principal amount of Notes whose
holders must consent to an amendment, supplement or waiver;

         (b) reduce the rate of, or change the time for payment of, interest,
including defaulted interest, on any Note;

         (c) reduce the principal of or change the stated maturity of any Note;

         (d) except as permitted pursuant to Section 9.1(a), (d), (g) or (h),
reduce the premium payable upon the redemption or repurchase of any Note or
change the time at which any Note may be redeemed or repurchased as set forth in
Article 3 and Section 4.6;

         (e) waive a Default or Event of Default in the payment of principal of
or premium, if any, or interest on, the Notes (except a rescission of
acceleration of the Notes by the holders of at least a majority in aggregate
principal amount of the then outstanding Notes and a waiver of the payment
default that resulted from such acceleration);

         (f) make the principal of or premium or interest on, any Note payable
in money other than as provided for herein and in the Notes;

         (g) make any change in the provisions of this Indenture relating to
waivers of past Defaults or Events of Default or the rights of holders of Notes
to receive payments of principal of or premium, interest on, the Notes;

         (h) waive a payment of the Redemption Price or a Fundamental Change
Payment with respect to any Notes;

         (i) except as permitted herein (including Section 9.1(a)), increase the
Conversion Price or modify the provisions contained herein relating to
conversion of the Notes in a manner adverse to the holders thereof; or

         (j) make any change to the abilities of holders of Notes to enforce
their rights hereunder or the provisions of clauses (a) through (i) of this
Section 9.2 or this provision.


                                       44
<PAGE>
         To secure a consent of the holders of Notes under this Section 9.2, it
shall not be necessary for such holders to approve the particular form of any
proposed amendment, supplement or waiver, but it shall be sufficient if such
consent approves the substance thereof.

         After an amendment, supplement or waiver under this Section 9.2 becomes
effective, the Company shall mail to holders of Notes a notice briefly
describing the amendment, supplement or waiver.

SECTION 9.3  Compliance with the Trust Indenture Act.

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

SECTION 9.4  Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a holder of a Note is a continuing consent by the holder and every
subsequent holder of a Note or portion of a Note that evidences the same debt as
the consenting holder's Note, even if notation of the consent is not made on any
Note. However, any such holder or subsequent holder may revoke the consent as to
his or her Note or portion of a Note if the Trustee receives the notice of
revocation before the date on which the Trustee receives an Officers'
Certificate certifying that the holders of the requisite aggregate principal
amount of then outstanding Notes 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 holders of Notes 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
holders of Notes 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 holders after such record date. No consent shall be valid or
effective for more than 90 days after such record date unless consents from
holders of the aggregate principal amount of Notes required hereunder for 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 holder of a Note, unless it is of the type described in clauses (a) -
(j) of Section 9.2. In such case, the amendment, supplement or waiver shall bind
each holder of a Note who has consented to it and every subsequent holder of a
Note or portion of a Note that evidences the same debt as the consenting
holder's Note.

SECTION 9.5  Notation on or Exchange of Notes.

         Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 9 may, and shall if required by
the Trustee, bear a notation in the form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company shall so
determine, new Notes so modified as to conform, in the opinion of the Company
and the Trustee, to any such supplemental indenture may be prepared and executed
by

                                       45
<PAGE>
the Company and authenticated and delivered by the Trustee in exchange for
outstanding Notes without charge to the holders of the Notes, except as
specified in Section 2.6.

SECTION 9.6  Trustee Protected.

         The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article 9 if such amendment or supplemental
indenture does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If such amendment or supplemental indenture does
adversely affect the rights, duties, liabilities or immunities of the Trustee,
the Trustee may, but need not, sign it. In signing such amendment or
supplemental indenture, the Trustee shall be entitled to receive, in addition to
the documents required by Section 10.4 hereof, and shall be fully protected in
relying upon, an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that such amendment or supplemental indenture is authorized or
permitted by this Indenture, that it is not inconsistent herewith, and that it
will be valid and binding upon the Company in accordance with its terms.

                                   ARTICLE 10

                               GENERAL PROVISIONS

SECTION 10.1  TIA Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), such duties imposed by such section of
the TIA shall control. If any provision of this Indenture expressly modifies or
excludes any provision of the TIA that may be so modified or excluded, the
Indenture provision so modifying or excluding such provision of the TIA shall be
deemed to apply.

SECTION 10.2  Notices.

         Any notice or communication by the Company or the Trustee to the other
parties is duly given if in writing and delivered in person or mailed by
first-class mail, with postage prepaid (registered or certified, return receipt
requested), or sent by facsimile or overnight air couriers guaranteeing next day
delivery, to the other party's address as stated in Section 10.10. The Company
or the Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications.

         All notices and communications (other than those sent to holders of
Notes) shall be deemed to have been duly given at the time delivered by hand if
personally delivered; five business days after being deposited in the mail,
postage prepaid, if mailed; when transmission is confirmed, if transmitted by
facsimile; and the next business day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery. Notwithstanding
the foregoing, all notices to the Trustee shall be effective only upon receipt
by a Trust Officer.

         Any notice or communication to a holder of a Note shall be mailed by
first-class mail, with postage prepaid, to his or her address shown on the
Register kept by the Registrar. Failure to mail a notice or communication to a
holder or any defect in the notice or communication shall not affect its
sufficiency with respect to other holders.


                                       46
<PAGE>
         If a notice or communication to a holder of a Note is sent in the
manner provided above within the time prescribed, it is duly given, whether or
not the addressee receives it.

         If the Company sends a notice or communication to holders of Notes, it
shall send a copy to the Trustee and each Agent at the same time.

         All notices or communications shall be in writing.

SECTION 10.3  Communication by Holders With Other Holders.

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

SECTION 10.4  Certificate and Opinion as to Conditions Precedent.

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

         (1) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.5) stating that, in the opinion of such person, all conditions
precedent provided for in this Indenture (including any covenants, compliance
with which constitutes a condition precedent) relating to the proposed action
have been complied with; and

         (2) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 10.5)
stating that, in the opinion of such counsel, such action is authorized or
permitted by this Indenture and that all such conditions precedent (including
any covenants, compliance with which constitutes a condition precedent) have
been complied with.

SECTION 10.5  Statements Required in Certificate or Opinion.

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

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

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

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


                                       47
<PAGE>
         (4) a statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with.

         Any Officers' Certificate may be based, insofar as it relates to legal
matters, upon an Opinion of Counsel, unless such Officer knows that the opinion
with respect to the matters upon which his or her certificate may be based as
aforesaid is erroneous. Any Opinion of Counsel may be based, insofar as it
relates to factual matters, upon certificates, statements or opinions of, or
representations by an officer or officers of the Company, or other persons or
firms deemed appropriate by such counsel, unless such counsel knows that the
certificates, statements or opinions or representations with respect to the
matters upon which his or her opinion may be based as aforesaid are erroneous.

         Any Officers' Certificate, statement or Opinion of Counsel may be
based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representation by an accountant (who may be an employee of the
Company), or firm of accountants, unless such Officer or counsel, as the case
may be, knows that the certificate or opinion or representation with respect to
the accounting matters upon which his or her certificate, statement or opinion
may be based as aforesaid is erroneous.

SECTION 10.6  Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by, or a meeting of,
holders of Notes. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

SECTION 10.7  Legal Holidays.

         A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in The City of New York or the city in which the Corporate Trust
Office of the Trustee is located are not required to be open, and a "business
day" is any day that is not a Legal Holiday. 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 date specified in this Indenture, including, without
limitation, a redemption date under Paragraph 5 of the Notes, is a Legal
Holiday, then such date shall be the next succeeding business day.

SECTION 10.8  No Recourse Against Others.

         No director, officer, employee, shareholder or Affiliate, as such, of
the Company from time to time shall have any liability for any obligations of
the Company under the Notes or this Indenture or for any claim based on, in
respect of, or by reason of such obligations or their creation. Each holder by
accepting a Note waives and releases all such liability. This waiver and release
are part of the consideration for the Notes. Each of such directors, officers,
employees, shareholders and Affiliates is a third party beneficiary of this
Section 10.8.


                                       48
<PAGE>
SECTION 10.9  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 10.10  Other Provisions.

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

         The Trustee shall always have, or shall be a subsidiary of a bank or
bank holding company which has, 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:

         Agere Systems Inc.
         555 Union Boulevard
         Allentown, Pennsylvania 18109
         Attention:  Jean F. Rankin
         Facsimile:  (610) 712-4030
         Telephone: (610) 712-4323

         The Trustee's address is:

         The Bank of New York
         101 Barclay Street
         New York, New York 10286


SECTION 10.11  GOVERNING LAW.

         THIS INDENTURE AND THE NOTES WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 10.12  No Adverse Interpretation of Other Agreements.

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

SECTION 10.13  Successors.

         All agreements of the Company in this Indenture and the Notes shall
bind their respective successors. All agreements of the Trustee in this
Indenture shall bind its successor.


                                       49
<PAGE>
SECTION 10.14  Severability.

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

SECTION 10.15  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.

                                   ARTICLE 11

                                  SUBORDINATION

SECTION 11.1  Agreement to Subordinate.

         The Company agrees, and each holder of Notes by accepting a Note
agrees, that the indebtedness evidenced by the Note is subordinated in right of
payment, to the extent and in the manner provided in this Article 11, to the
prior payment in full in cash or payment satisfactory to holders of Senior
Indebtedness of all Senior Indebtedness (whether outstanding on the date hereof
or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Indebtedness.

SECTION 11.2  Liquidation; Dissolution; Bankruptcy.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

         (1) holders of Senior Indebtedness shall be entitled to receive payment
in full of all Obligations due in respect of such Senior Indebtedness (including
interest after the commencement of any such proceeding at the rate specified in
the applicable Senior Indebtedness) in cash or other payment satisfactory to the
holders of the Senior Indebtedness before holders of Notes shall be entitled to
receive any payment with respect to the Notes; and

         (2) until all Senior Indebtedness is paid in full in cash or other
payment satisfactory to the holders of the Senior Indebtedness, any distribution
to which holders of Notes would be entitled but for this Article 11 shall be
made to holders of Senior Indebtedness, as their interests may appear.

SECTION 11.3 Default on Senior Indebtedness and/or Designated Senior
Indebtedness.

         Anything contained in this Indenture to the contrary notwithstanding,
no payment on account of principal of or premium, if any, or interest on, or
other amounts due on the Notes (including without limitation the making of a
deposit pursuant to Section 3.6 or 4.6), and no

                                       50
<PAGE>
redemption, repurchase, or other acquisition of the Notes, shall be made by or
on behalf of the Company unless:

         (a) full payment of all amounts then due for principal of and interest
on, and of all other amounts then due on, all Senior Indebtedness has been made
pursuant to the terms of the instruments governing such Senior Indebtedness; and

         (b) at the time for, and immediately after giving effect to, such
payment, redemption, repurchase or other acquisition, there shall not exist
under any Senior Indebtedness, or any agreement pursuant to which any Senior
Indebtedness is issued, any default which shall not have been cured or waived
and which default shall have resulted in the full amount of such Senior
Indebtedness being declared due and payable.

In addition, if the Trustee shall receive written notice from the holders of
Designated Senior Indebtedness or their Representative (a "Payment Blockage
Notice") that there has occurred and is continuing under such Designated Senior
Indebtedness, or any agreement pursuant to which such Designated Senior
Indebtedness is issued, any default, which default shall not have been cured or
waived, giving the holders of such Designated Senior Indebtedness the right to
declare such Designated Senior Indebtedness immediately due and payable, then,
anything contained in this Indenture to the contrary notwithstanding, no payment
on account of the principal of or premium, if any, or interest on or any other
amounts due on the Notes (including, without limitation, the making of a deposit
pursuant to Section 3.6 or 4.6), and no redemption, repurchase or other
acquisition of the Notes, shall be made by or on behalf of the Company during
the period (the "Payment Blockage Period") commencing on the date of receipt of
the Payment Blockage Notice and ending 179 days thereafter (or earlier if such
Payment Blockage Period is terminated (i) by written notice to the Trustee and
the Company from the Person or Persons who gave such Payment Blockage Notice,
(ii) because the default giving rise to such Payment Blockage Notice is no
longer continuing or (iii) because such Designated Senior Indebtedness has been
repaid in full in cash or Cash Equivalents). Notwithstanding the provisions
described in the immediately preceding sentence (but subject to the provisions
contained in Section 11.1 and the first sentence of this Section 11.3), unless
the holders of such Designated Senior Indebtedness or the Representative of such
holders shall have accelerated the maturity of such Designated Senior
Indebtedness, the Company may resume payments on the Notes after the end of such
Payment Blockage Period. Not more than one Payment Blockage Notice may be given
in any consecutive 365-day period, irrespective of the number of defaults with
respect to Senior Indebtedness during such period, except that if any Blockage
Notice is delivered to the Trustee by or on behalf of holders of Designated
Senior Indebtedness other than holders of the Bank Indebtedness, a
Representative of holders of Bank Indebtedness may give another Blockage Notice
within such period; provided, however, in no event may the total number of days
during which any Payment Blockage Period or Periods is in effect exceed 179 days
in the aggregate during any consecutive 360-day period, and there must be 181
days during any consecutive 360-day period during which no Payment Blockage
Period is in effect.

SECTION 11.4  Acceleration of Notes.

         In the event of the acceleration of the Notes because of an Event of
Default with respect, the Company may not make any payment or distribution to
the Trustee or any holder of Notes in

                                       51
<PAGE>
respect of Obligations with respect to Notes and may not acquire or purchase
from the Trustee or any holder of Notes any Notes until all Senior Indebtedness
has been paid in full in cash or other payment satisfactory to the holders of
Senior Indebtedness or such acceleration is rescinded in accordance with the
terms of this Indenture.

         If payment of the Notes is accelerated because of an Event of Default
(other than an Event of Default with respect to the Company specified in clauses
(h) and (i) of Section 6.1), the Company shall promptly notify holders of Senior
Indebtedness (including Bank Indebtedness) or trustee(s) of such Senior
Indebtedness before the acceleration.

SECTION 11.5  When Distribution Must Be Paid Over.

         In the event that the Trustee, any holder of Notes or any other person
receives any payment or distributions of assets of the Company of any kind with
respect to the Notes in contravention of any terms contained in this Indenture,
whether in cash, property or securities, including, without limitation, by way
of set-off or otherwise, then such payment or distribution shall be held by the
recipient in trust for the benefit of holders of Senior Indebtedness, and shall
be immediately paid over and delivered to the holders of Senior Indebtedness or
the representative(s), to the extent necessary to make payment in full in cash
or other payment satisfactory to such holders of all Senior Indebtedness
remaining unpaid, after giving effect to any concurrent payment or distribution
or provision therefor, to or for the holders of Senior Indebtedness; provided,
that the foregoing shall apply to the Trustee only if a Trust Officer of the
Trustee has actual knowledge (as determined in accordance with Section 11.11)
that such payment or distribution is prohibited by this Indenture.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 11, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders if the Trustee shall pay over or distribute to or on
behalf of holders of Notes or the Company or any other person money or assets to
which any holders of Senior Indebtedness shall be entitled by virtue of this
Article 11, except if such payment is made as a result of the willful misconduct
or gross negligence of the Trustee.

SECTION 11.6  Notice by Company.

         The Company shall promptly notify the Trustee of any facts known to the
Company that would cause a payment of any Obligations with respect to the Notes
or the purchase of any Notes by the Company to violate this Article, but failure
to give such notice shall not affect the subordination of the Notes to the
Senior Indebtedness as provided in this Article.

SECTION 11.7  Subrogation.

         After all Senior Indebtedness is paid in full and until the Notes are
paid in full, holders of Notes shall be subrogated (equally and ratably with all
other indebtedness pari passu with the Notes) to the rights of holders of Senior
Indebtedness to receive distributions applicable to Senior Indebtedness to the
extent that distributions otherwise payable to the holders of Notes

                                       52
<PAGE>
have been applied to the payment of Senior Indebtedness. A distribution made
under this Article to holders of Senior Indebtedness that otherwise would have
been made to holders of Notes is not, as between the Company and holders of
Notes, a payment by the Company on the Notes.

SECTION 11.8  Relative Rights.

         This Article defines the relative rights of holders of Notes and
holders of Senior Indebtedness. Nothing contained in this Indenture shall:

         (1) impair, as between the Company and holders of Notes, the obligation
of the Company, which is absolute and unconditional, to pay principal of or
premium, if any, and interest on the Notes in accordance with their terms;

         (2) affect the relative rights of holders of Notes and creditors (other
than with respect to Senior Indebtedness) of the Company, other than their
rights in relation to holders of Senior Indebtedness; or

         (3) prevent the Trustee or any holder of Notes from exercising its
available remedies upon a Default or Event of Default, subject to the notice
requirements of Section 6.2 and to the rights of holders and owners of Senior
Indebtedness to receive distributions and payments otherwise payable to holders
of Notes.

         If the Company fails because of this Article to pay principal of,
premium, if any, or interest on a Note on the due date, the failure is still a
Default or Event of Default.

SECTION 11.9  Subordination May Not Be Impaired by Company.

         No right of any holder of Senior Indebtedness to enforce the
subordination of the indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or any holder of Notes or by the
failure of the Company or any such holder to comply with this Indenture.

SECTION 11.10  Distribution or Notice to Representative.

         Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, the distribution may be made and the notice given to their
Representative(s).

         Upon any payment or distribution of assets of the Company referred to
in this Article 11, the Trustee and the holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other person making any distribution to the Trustee or to the holders
of Notes for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of the Senior Indebtedness and other indebtedness
of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article 11.

                                       53
<PAGE>

SECTION 11.11 Rights of Trustee and Paying Agent.

      The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Notes. Notwithstanding the provisions of this Article
11 or any other provision of this Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts that would prohibit the making of
any payment or distribution by the Trustee (other than pursuant to Section
11.4), and the Trustee may continue to make payments on the Notes, unless a
Trust Officer shall have received at least two business days prior to the date
of such payment or distribution written notice of facts that would cause such
payment or distribution with respect to the Notes to violate this Article. Only
the Company or a Representative may give the notice.

      Nothing contained in this Article 11 shall impair the claims of, or
payments to, the Trustee under or pursuant to Section 7.7 hereof.

      The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

SECTION 11.12 Authorization to Effect Subordination.

      Each holder of a Note by the holder's acceptance thereof authorizes and
directs the Trustee on the holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 11, and appoints the Trustee to act as the holder's attorney-in-fact for
any and all such purposes. If the Trustee does not file a proper proof of claim
or proof of debt in the form required in any proceeding referred to in Section
6.9 hereof at least 30 days before the expiration of the time to file such
claim, the holders of any Senior Indebtedness or their Representatives are
hereby authorized to file an appropriate claim for and on behalf of the holders
of the Notes.

SECTION 11.13 Article Applicable to Paying Agents.

      In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that the second and third paragraphs of Section 11.11 shall not apply
to the Company or any subsidiary of the Company if it or such subsidiary acts as
Paying Agent.

SECTION 11.14 Senior Indebtedness Entitled to Rely.

      The holders of Senior Indebtedness shall have the right to rely upon this
Article 11, and no amendment or modification of the provisions contained herein
shall diminish or adversely affect the rights of such holders unless such
holders and the Designated Senior Lender shall have agreed in writing thereto.


                                       54
<PAGE>
SECTION 11.15 Permitted Payments.

      Notwithstanding anything to the contrary contained in this Article 11, the
holders of Notes may receive and retain at any time on or prior to the Maturity
Date (i) securities that are subordinated to at least the same extent as the
Notes to (a) Senior Indebtedness and (b) any securities issued in exchange for
Senior Indebtedness and (ii) payments and other distributions made from any
trust created pursuant to Section 8.1 hereof; provided, however, that no amounts
shall be deposited with the Trustee in trust pursuant to Section 8.1 hereof if
all Designated Senior Indebtedness has not been paid in full in cash or if the
Designated Senior Lender has not given prior written approval of such deposit.

SECTION 11.16 No Waiver of Subordinated Provisions.

      No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company,
or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

      Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the holders of the Notes, without
incurring responsibility to the holders of the Notes and without impairing or
releasing the subordination provided in this Article or the obligations
hereunder of the holders of the Notes to the holders of Senior Indebtedness, do
any one or more of the following: (i) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii)
release any person liable in any manner for the collection of Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Company and any other person.

                                   ARTICLE 12

                               CONVERSION OF NOTES

SECTION 12.1 Right to Convert.

      Subject to and upon compliance with the provisions of this Indenture, each
holder of Notes shall have the right, at his or her option, at any time on or
before the close of business on the last Trading Day prior to the applicable
Maturity Date (except that (a) with respect to any Note or portion thereof which
is called for redemption prior to such date, such right will terminate, except
as provided in the fourth paragraph of Section 12.2, at the close of business on
the last Trading Day preceding the date fixed for redemption (unless the Company
defaults in payment of the Redemption Price in which case the conversion right
will terminate at the close of business on the date such default is cured) and
(b) with respect to any Note or portion thereof subject to a duly completed
election for repurchase, such right shall terminate not later than 5:00


                                       55
<PAGE>
p.m., New York City time, on the business day immediately preceding the
Fundamental Change Payment Date (unless the Company defaults in the payment due
upon repurchase or such holder elects to withdraw the submission of such
election to repurchase in accordance with section 4.6) to convert the principal
amount of any Note held by such holder, or any portion of such principal amount
which is $1,000 or integral multiples thereof, into that number of fully paid
and non-assessable shares of Class A Common Stock (as such shares shall then be
constituted) obtained by dividing the principal amount of the Note or portion
thereof to be converted by the Conversion Price in effect at such time, by
surrender of the Note so to be converted in whole or in part in the manner
provided in Section 12.2. Notes in respect of which a holder has delivered a
Fundamental Change repurchase notice exercising the option of such holder to
require the Company to repurchase such Notes may be converted only if the
Fundamental Change repurchase notice is withdrawn in accordance with the terms
of this Indenture. A holder of Notes is not entitled to any rights of a holder
of shares of Class A Common Stock until such holder of Notes has converted his
or her Notes to shares of Class A Common Stock, and only to the extent such
Notes are deemed to have been converted to shares of Class A Common Stock under
this Article 12.

SECTION 12.2 Exercise of Conversion Privilege; Issuance of Shares of Class A
             Common Stock on Conversion; No Adjustment for Interest or
             Dividends.

      To exercise, in whole or in part, the conversion privilege with respect to
any Note, the holder of such Note shall surrender such Note, duly endorsed, at
an office or agency maintained by the Company pursuant to Section 4.4,
accompanied by the funds, if any, required by the final paragraph of this
Section 12.2 and a duly signed and completed written notice of conversion in the
form provided on the Notes (or such other notice which is acceptable to the
Company) to the office or agency that the holder of Notes elects to convert such
Note or such portion thereof specified in said notice. Such notice shall also
state the name or names (with address or addresses) in which the certificate or
certificates for shares of Class A Common Stock which are issuable on such
conversion shall be issued, and shall be accompanied by transfer taxes, if
required pursuant to Section 12.7. Each such Note surrendered for conversion
shall, unless the shares issuable on conversion are to be issued in the same
name as the registration of such Note, be duly endorsed by, or be accompanied by
instruments of transfer in form satisfactory to the Company duly executed by,
the holder of Notes or his or her duly authorized attorney. The holder of such
Notes will not be required to pay any tax or duty which may be payable in
respect of the issue or delivery of shares of Class A Common Stock on
conversion, but will be required to pay any tax or duty which may be payable in
respect of any transfer involved in the issue or delivery of shares of Class A
Common Stock in a name other than the same name as the registration of such
Note. The date on which the holder of Notes satisfies each of the requirements
provided in this paragraph shall be referred to as the "Conversion Date."

      As promptly as practicable after satisfaction of the requirements for
conversion set forth above, the Company shall issue and shall deliver to such
holder at the office or agency maintained by the Company for such purpose
pursuant to Section 4.4, (1) a certificate or certificates for the number of
full shares of Class A Common Stock issuable upon the conversion of such Note
and (2) a check or cash in an amount calculated pursuant to Section 12.3 in
respect of any fractional interest in respect of a share of Class A Common Stock
arising upon such conversion no later than the tenth business day after the
Conversion Date.


                                       56
<PAGE>
      Certificates representing shares of Class A Common Stock will not be
issued or delivered unless all taxes and duties, if any, payable by the holder
have been paid. In case any Note of a denomination of integral multiples greater
than $1,000 is surrendered for partial conversion, the Company shall execute,
and the Trustee shall authenticate and deliver to the holder of the Note so
surrendered, without charge to him or her, a new Note or Notes in authorized
denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Note.

      Each conversion shall be deemed to have been effected as to any such Note
(or portion thereof) on the applicable Conversion Date, and the person in whose
name any certificate or certificates for shares of Class A Common Stock are
issuable upon such conversion shall be deemed to have become on the applicable
Conversion Date the holder of record of the shares represented thereby;
provided, however, that any such surrender on any date when the Company's stock
transfer books are closed shall constitute the person in whose name the
certificates are to be issued as the record holder thereof for all purposes on
the next succeeding day on which such stock transfer books are open, but such
conversion shall be at the Conversion Price in effect on the date upon which
such Note is surrendered.

      Any Note or portion thereof surrendered for conversion during the period
from the close of business on a Regular Record Date for any interest payment
through the close of business on the last Trading Day immediately preceding such
Interest Payment Date shall (unless such Note or portion thereof being converted
has been called for redemption pursuant to a notice of redemption mailed by the
Company to the holders in accordance with the provisions of Section 3.4) be
accompanied by payment, in funds acceptable to the Company, of an amount equal
to the interest otherwise payable on such Interest Payment Date on the principal
amount being converted; provided, however, that no such payment need be made if
there exists at the time of conversion a default in the payment of interest on
the Notes. An amount equal to such payment shall be paid by the Company on such
Interest Payment Date to the holder of such Note at the close of business on
such Regular Record Date; provided, however, that if the Company defaults in the
payment of interest or on such Interest Payment Date, such amount shall be paid
to the person who made such required payment. Except as provided above in this
Section 12.2, no adjustment shall be made for interest accrued on any Note
converted or for dividends on any shares issued upon the conversion of such Note
as provided in this Article 12.

SECTION 12.3 Cash Payments in Lieu of Fractional Shares.

      No fractional shares of Class A Common Stock or scrip representing
fractional shares shall be issued upon conversion of Notes. If more than one
Note shall be surrendered for conversion at one time by the same holder, the
number of full shares which shall be issuable upon conversion shall be computed
on the basis of the aggregate principal amount of the Notes (or specified
portions thereof to the extent permitted hereby) so surrendered for conversion.
If any fractional share of Class A Common Stock otherwise would be issuable upon
the conversion of any Note or Notes, the Company shall make an adjustment
therefor in cash based upon the Current Market Price of the Class A Common Stock
on the last Trading Day prior to the Conversion Date.


                                       57
<PAGE>
SECTION 12.4 Conversion Price.

      The conversion price shall be as specified in Paragraph 16 of the form of
the Note attached hereto as Exhibit A, subject to adjustment as provided in
Section 12.5.

SECTION 12.5 Adjustment of Conversion Price.

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

      (a) If the Company shall hereafter pay a dividend or make a distribution
to all holders of the outstanding shares of Class A Common Stock in shares of
Class A Common Stock, the Conversion Price in effect at the opening of business
on the date following the date fixed for the determination of shareholders
entitled to receive such dividend or other distribution shall be reduced by
multiplying such Conversion Price by a fraction of which the numerator shall be
the number of shares of Class A Common Stock outstanding at the close of
business on the Record Date (as defined in Section 12.5(g)) fixed for such
determination and the denominator shall be the sum of such number of shares of
Class A Common Stock and the total number of shares of Class A Common Stock
constituting such dividend or other distribution, such reduction to become
effective immediately after the opening of business on the day following the
Record Date. If any dividend or distribution of the type described in this
Section 12.5(a) is declared but not so paid or made, the Conversion Price shall
again be adjusted to the Conversion Price which would then be in effect if such
dividend or distribution had not been declared.

      (b) If the outstanding shares of Class A Common Stock shall be subdivided
into a greater number of shares of Class A Common Stock or the Company issues
any shares of Capital Stock in connection with a reclassification of the Class A
Common Stock, the Conversion Price in effect at the opening of business on the
day following the day upon which such subdivision becomes effective or issuance
occurs shall be proportionately reduced, and, conversely, if the outstanding
shares of Class A Common Stock shall be combined into a smaller number of shares
of Class A Common Stock, the Conversion Price in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective or issuance occurs.

      (c) If the Company shall issue rights or warrants to all or substantially
all holders of its outstanding shares of Class A Common Stock entitling such
holders to subscribe for or purchase shares of Class A Common Stock at a price
per share less than the Current Market Price (as defined in Section 12.5(g) of
Class A Common Stock on the Record Date fixed for the determination of
shareholders entitled to receive such rights or warrants, the Conversion Price
shall be adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect at the opening of business on the
date after such Record Date by a fraction of which the numerator shall be the
number of shares of Class A Common Stock outstanding at the close of business on
the Record Date plus the number of shares of Class A Common Stock which the
aggregate offering price of the total number of shares of Class A Common Stock
so offered would purchase at such Current Market Price, and of which the
denominator shall be the number of shares of Class A Common Stock outstanding on
the close of business on the Record Date


                                       58
<PAGE>
plus the total number of additional shares of Class A Common Stock so offered
for subscription or purchase. Such adjustment shall become effective immediately
after the opening of business on the day following the Record Date fixed for
determination of shareholders entitled to receive such rights or warrants. To
the extent that shares of Class A Common Stock are not delivered pursuant to
such rights or warrants, upon the expiration or termination of such rights or
warrants, the Conversion Price shall be readjusted to be the Conversion Price
which would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made on the basis of delivery of only the number of
shares of Class A Common Stock actually delivered. If such rights or warrants
are not so issued, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such date fixed for the
determination of shareholders entitled to receive such rights or warrants had
not been fixed. In determining whether any rights or warrants entitle the
holders to subscribe for or purchase shares of Class A Common Stock at less than
such Current Market Price, and in determining the aggregate offering price of
such shares of Class A Common Stock, there shall be taken into account any
consideration received for such rights or warrants, with the value of such
consideration, if other than cash, to be determined by the Board of Directors.

      (d) If the Company shall, by dividend or otherwise, distribute to all
holders of its Class A Common Stock shares of any class of Capital Stock of the
Company (other than any dividends or distributions to which Section 12.5(a)
applies) or evidences of its indebtedness, cash or other assets (including
securities, but excluding (i) any rights or warrants of a type referred to in
Section 12.5(c) and (ii) dividends and distributions paid exclusively in cash)
(the foregoing hereinafter in this Section 12.5(d) called the "Securities"),
then, in each such case, the Conversion Price shall be reduced so that the same
shall be equal to the price determined by multiplying the Conversion Price in
effect immediately prior to the close of business on the Record Date with
respect to such distribution by a fraction of which the numerator shall be the
Current Market Price (determined as provided in section 12.5(g)) of the Class A
Common Stock on such date less the fair market value (as determined by the Board
of Directors, whose determination shall be conclusive and described in a
resolution of the Board of Directors) on such date of the portion of the
Securities so distributed applicable to one share of Class A Common Stock and
the denominator shall be equal to the sum of the Current Market Price of the
Class A Common Stock, such reduction to become effective immediately prior to
the opening of business on the day following the Record Date; provided, however,
that in the event the minus the fair market value (as so determined) of the
portion of the Securities so distributed applicable to one share of Class A
Common Stock is equal to or greater than the Current Market Price of Class A
Common Stock on the Record Date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each holder of Notes shall have the right to
receive upon conversion of a Note (or any portion thereof) the amount of
Securities such holder would have received had such holder converted such Note
(or portion thereof) immediately prior to such Record Date. If such dividend or
distribution is not so paid or made, the Conversion Price shall again be
adjusted to be the Conversion Price which would then be in effect if such
dividend or distribution had not been declared. If the Board of Directors
determines the fair market value of any distribution for purposes of this
Section 12.5(d) by reference to the actual or when issued trading market for any
securities comprising all or part of such distribution, it must in doing so
consider the prices in such market over the same period used in computing the
Current Market Price of the Class A Common Stock pursuant to Section 12.5(g) to
the extent possible.


                                       59
<PAGE>
      Rights or warrants distributed by the Company to all holders of Class A
Common Stock entitling the holders thereof to subscribe for or purchase shares
of the Company's Capital Stock (either initially or under certain
circumstances), which rights or warrants, until the occurrence of a specified
event or events ("Trigger Event"): (i) are deemed to be transferred with such
shares of Class A Common Stock; (ii) are not exercisable; and (iii) are also
issued in respect of future issuances of shares of Class A Common Stock, shall
be deemed not to have been distributed for purposes of this Section 12.5(d) (and
no adjustment to the Conversion Price under this Section 12.5(d) shall be
required) until the occurrence of the earliest Trigger Event, whereupon such
rights and warrants shall be deemed to have been distributed and an appropriate
adjustment to the Conversion Price under this Section 12.5(d) shall be made. If
any such rights or warrants, including any such existing rights or warrants
distributed prior to the date of this Indenture, are subject to subsequent
events, upon the occurrence of each of which such rights or warrants shall
become exercisable to purchase different securities, evidences of indebtedness
or other assets, then the occurrence of each such event shall be deemed to be
such date of issuance and record date with respect to new rights or warrants
(and a termination or expiration of the existing rights or warrants without
exercise by the holder thereof). In addition, in the event of any distribution
(or deemed distribution) of rights or warrants, or any Trigger Event with
respect thereto, that was counted for purposes of calculating a distribution
amount for which an adjustment to the Conversion Price under this Section 12.5
was made, (1) in the case of any such rights or warrants which shall all have
been redeemed or repurchased without exercise by any holders thereof, the
Conversion Price shall be readjusted upon such final redemption or repurchase to
give effect to such distribution or Trigger Event, as the case may be, as though
it were a cash distribution, equal to the per share redemption or repurchase
price received by a holder or holders of Class A Common Stock with respect to
such rights or warrants (assuming such holder had retained such rights or
warrants), made to all holders of Class A Common Stock as of the date of such
redemption or repurchase, and (2) in the case of such rights or warrants which
shall have expired or been terminated without exercise by any holders thereof,
the Conversion Price shall be readjusted as if such rights and warrants had not
been issued.

      For purposes of Sections 12.5(a) and (c) and this Section 12.5(d), any
dividend or distribution to which this Section 12.5(d) is applicable that also
includes shares of Class A Common Stock, or rights or warrants to subscribe for
or purchase shares of Class A Common Stock to which Section 12.5(c) applies (or
both), shall be deemed instead to be (1) a dividend or distribution of the
evidences of indebtedness, assets, shares of capital stock, rights or warrants
other than such shares of Class A Common Stock or rights or warrants to which
Section 12.5(c) applies (and any Conversion Price reduction required by this
Section 12.5(d) with respect to such dividend or distribution shall then be
made) immediately followed by (2) a dividend or distribution of such shares of
Class A Common Stock or such rights or warrants (and any further Conversion
Price reduction required by Sections 12.5(a) and (c) with respect to such
dividend or distribution shall then be made, except that (A) the Record Date of
such dividend or distribution shall be substituted as "the date fixed for the
determination of shareholders entitled to receive such dividend or other
distribution", "Record Date fixed for such determination" and "Record Date"
within the meaning of Section 12.5(a) and as "the date fixed for the
determination of shareholders entitled to receive such rights or warrants", "the
Record Date fixed for the determination of the shareholders entitled to receive
such rights or warrants" and "such Record Date" within the meaning of Section
12.5(c) and (B) any shares of Class A Common Stock


                                       60
<PAGE>
included in such dividend or distribution shall not be deemed "outstanding at
the close of business on the date fixed for such determination" within the
meaning of Section 12.5(a)).

      (e) If the Company shall, by dividend or otherwise, distribute cash to all
holders of its Class A Common Stock and/or Class B Common Stock (excluding any
cash that is distributed upon a merger or consolidation to which Section 12.6
applies or as part of a distribution referred to in Section 12.5(d)) in an
aggregate amount that, combined together with (1) the aggregate amount of any
other such all-cash distributions to all holders of its Common Stock within the
12 months preceding the date of payment of such distribution, and in respect of
which no adjustment pursuant to this Section 12.5(e) has been made, and (2) the
aggregate of any cash plus the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a resolution
of the Board of Directors) of consideration payable in respect of any tender
offer by the Company or any of its subsidiaries for all or any portion of the
Class A Common Stock and/or Class B Common Stock concluded within the 12 months
preceding the date of payment of such distribution, and in respect of which no
adjustment pursuant to Section 12.5(f) has been made, exceeds 10% of the sum of
(i) the product of (x) the Current Market Price (determined as provided in
Section 12.5(g)) of the Class A Common Stock on the Record Date with respect to
such distribution times (y) the number of shares of Class A Common Stock
outstanding on such date plus (ii) the product of (x) the Current Market Price
(determined as provided in Section 12.5(g)) of the Class B Common Stock on the
Record Date with respect to such distribution times (y) the number of shares of
Class B Common Stock outstanding on such date, then, and in each such case,
immediately after the close of business on such date, the Conversion Price shall
be reduced so that it shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the close of business on such
Record Date by a fraction (i) the numerator of which shall be equal to the
Current Market Price (determined as provided in Section 12.5(g)) of the Class A
Common Stock on the Record Date less an amount equal to the quotient of (x) the
excess of such combined amount over such 10% allocable to the shares of Class A
Common Stock (as determined by the Board of Directors, whose determination shall
be conclusive and set forth in a resolution of the Board of Directors) and (y)
the number of shares of Class A Common Stock outstanding on the Record Date and
(ii) the denominator of which shall be equal to the Current Market Price of the
Class A Common Stock on such Record Date; provided, however, that if the portion
of the cash so distributed applicable to one share of Class A Common Stock is
equal to or greater than the Current Market Price of the Class A Common Stock on
the Record Date, in lieu of the foregoing adjustment, adequate provision shall
be made so that each holder of Notes shall have the right to receive upon
conversion of a Note (or any portion thereof) the amount of cash such holder
would have received had such holder converted such Note (or portion thereof)
immediately prior to such Record Date. If such dividend or distribution is not
so paid or made, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such dividend or distribution
had not been declared.

      (f) If a tender offer made by the Company or any of its subsidiaries for
all or any portion of the Class A Common Stock and/or Class B Common Stock
expires and such tender offer (as amended upon the expiration thereof) requires
the payment to shareholders (based on the acceptance (up to any maximum
specified in the terms of the tender offer) of Purchased Shares (as defined
below)) of an aggregate consideration having a fair market value (as determined
by the Board of Directors, whose determination shall be conclusive and described
in


                                       61
<PAGE>
a resolution of the Board of Directors) that, combined together with (1) the
aggregate of the cash plus the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a resolution
of the Board of Directors), as of the expiration of such tender offer, of
consideration payable in respect of any other tender offers, by the Company or
any of its subsidiaries for all or any portion of the Common Stock, expiring
within the 12 months preceding the expiration of such tender offer and in
respect of which no adjustment pursuant to this Section 12.5(f) has been made
and (2) the aggregate amount of any such all-cash distributions to all holders
of Class A Common Stock and/or Class B Common Stock within 12 months preceding
the expiration of such tender offer and in respect of which no adjustment
pursuant to Section 12.5(e) has been made, exceeds 10% of the sum of (i) the
product of (x) the Current Market Price (determined as provided in Section
12.5(g)) of the Class A Common Stock as of the last time (the "Expiration Time")
tenders could have been made pursuant to such tender offer (as it may be
amended) times (y) the number of shares of Class A Common Stock outstanding
(including any tendered shares) on the Expiration Time, plus (ii) the product of
(x) the Current Market Price (determined as provided in Section 12.5(g)) of the
Class B Common Stock as of the Expiration Time times (y) the number of shares of
Class B Common Stock outstanding (including any tendered shares) on the
Expiration Time, then, and in each such case, immediately prior to the opening
of business on the day after the date of the Expiration Time, the Conversion
Price shall be adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to close of
business on the date of the Expiration Time by a fraction of which the numerator
shall be the number of shares of Class A Common Stock outstanding (including any
tendered shares) as of the Expiration Time multiplied by the Current Market
Price of the Class A Common Stock on the Trading Day next succeeding the
Expiration Time and the denominator shall be the sum of (x) the fair market
value (determined as aforesaid) of the aggregate consideration payable to
holders of Class A Common Stock based on the acceptance (up to any maximum
specified in the terms of the tender offer) of all shares of Class A Common
Stock validly tendered and not withdrawn as of the Expiration Time (the shares
deemed so accepted, up to any such maximum, being referred to as the "Purchased
Shares") and (y) the product of the number of shares of Class A Common Stock
outstanding (less any Purchased Shares) on the Expiration Time and the Current
Market Price of the Class A Common Stock on the Trading Day next succeeding the
Expiration Time, such reduction (if any) to become effective immediately prior
to the opening of business on the day following the Expiration Time. If the
Company is obligated to purchase shares pursuant to any such tender offer, but
the Company is permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion Price shall again
be adjusted to be the Conversion Price which would then be in effect if such
tender offer had not been made. If the application of this Section 12.5(f) to
any tender offer would result in an increase in the Conversion Price, no
adjustment shall be made for such tender offer under this Section 12.5(f).

      (g) For purposes of this Section 12.5, the following terms shall have the
meaning indicated:

      (1) "Class B Common Stock" means any Common Stock of the Company of the
class not designated as Class A Common Stock as of the date of this Indenture.


                                       62
<PAGE>
      (2) "closing price" with respect to any securities on any day means the
closing price on such day or, if no such sale takes place on such day, the
average of the reported high and low prices on such day, in each case on the
Nasdaq National Market or New York Stock Exchange, as applicable, or, if such
security is not listed or admitted to trading on such national market or
exchange, on the principal national securities exchange or quotation system on
which such security is quoted or listed or admitted to trading, or, if not
quoted or listed or admitted to trading on any national securities exchange or
quotation system, the average of the high and low prices of such security on the
over-the-counter market on the day in question as reported by the National
Quotation Bureau Incorporated, or a similar generally accepted reporting
service, or, if not so available, in such manner as furnished by any New York
Stock Exchange member firm selected from time to time by the Board of Directors
for that purpose, or a price determined in good faith by the Board of Directors,
whose determination shall be conclusive and described in a resolution of the
Board of Directors.

      (3) "Current Market Price" means the average of the daily closing prices
per share of Class A Common Stock or Class B Common Stock, as the case may be,
for the 10 consecutive Trading Days immediately prior to the date in question;
provided, however, that (1) if the "ex" date (as hereinafter defined) for any
event (other than the issuance or distribution requiring such computation) that
requires an adjustment to the Conversion Price pursuant to Sections 12.5(a),
(b), (c), (d), (e) or (f) (or, in the case of the Class B Common Stock, would
require an adjustment to the Conversion Price of the Notes if the Notes were
convertible into shares of Class B Common Stock) occurs during such 10
consecutive Trading Days, the closing price for each Trading Day prior to the
"ex" date for such other event shall be adjusted by multiplying such closing
price by the same fraction by which the Conversion Price is (or, in the case of
the Class B Common Stock, would be) so required to be adjusted as a result of
such other event, (2) if the "ex" date for any event (other than the issuance or
distribution requiring such computation) that requires an adjustment to the
Conversion Price pursuant to Section 12.5(a), (b), (c), (d), (e) or (f) (or, in
the case of the Class B Common Stock, would require an adjustment to the
Conversion Price of the Notes if the Notes were convertible into shares of Class
B Common Stock) occurs on or after the "ex" date for the issuance or
distribution requiring such computation and prior to the day in question, the
closing price for each Trading Day on and after the "ex" date for such other
event shall be adjusted by multiplying such closing price by the reciprocal of
the fraction by which the Conversion Price is (or, in the case of the Class B
Common Stock, would be) so required to be adjusted as a result of such other
event, and (3) if the "ex" date for the issuance or distribution requiring such
computation is prior to the day in question, after taking into account any
adjustment (or, in the case of the Class B Common Stock, that would be) required
pursuant to clause (1) or (2) of this proviso, the closing price for each
Trading Day on or after such "ex" date shall be adjusted by adding thereto the
amount of any cash and the fair market value (as determined by the Board of
Directors in a manner consistent with any determination of such value for
purposes of Sections 12.5(d) or (f), whose determination shall be conclusive and
described in a resolution of the Board of Directors) of the evidences of
indebtedness, shares of capital stock or assets being distributed applicable to
one share of Class A Common Stock (or, in the case of the Class B Common Stock,
one share of Class B Common Stock) as of the close of business on the day before
such "ex" date. For purposes of any computation under Section 12.5(f), the
Current Market Price on any date shall be deemed to be the average of the daily
closing prices per share of Class A Common Stock or Class B Common Stock, as the
case may be, for such day and the next two succeeding Trading Days; provided,
however, that if the "ex"


                                       63
<PAGE>
date for any event (other than the tender offer requiring such computation) that
requires (or, in the case of the Class B Common Stock, that would require) an
adjustment to the Conversion Price pursuant to Section 12.5(a), (b), (c), (d),
(e) or (f) occurs on or after the Expiration Time for the tender or exchange
offer requiring such computation and prior to the day in question, the closing
price for each Trading Day on and after the "ex" date for such other event shall
be adjusted by multiplying such applicable Closing Price by the reciprocal of
the fraction by which the Conversion Price is (or, in the case of the Class B
Common Stock, would be) so required to be adjusted as a result of such other
event. For purposes of this paragraph, the term "ex" date, (1) when used with
respect to any issuance or distribution, means the first date on which the
shares of Class A Common Stock, trade regular way on the relevant exchange or in
the relevant market from which the closing price was obtained without the right
to receive such issuance or distribution, (2) when used with respect to any
subdivision or combination of shares of Class A Common Stock or Class B Common
Stock, as the case may be, means the first date on which the shares of Class A
Common Stock or Class B Common Stock trade regular way on such exchange or in
such market after the time at which such subdivision or combination becomes
effective, and (3) when used with respect to any tender or exchange offer means
the first date on which the shares of Class A Common Stock or Class B Common
Stock, as the case may be, trade regular way on such exchange or in such market
after the Expiration Time of such offer. Notwithstanding the foregoing, whenever
successive adjustments to the Conversion Price are (or, in the case of the Class
B Common Stock, would be) called for pursuant to this Section 12.5, such
adjustments shall be made to the applicable Current Market Price as may be
necessary or appropriate to effectuate the intent of this Section 12.5 and to
avoid unjust or inequitable results as determined in good faith by the Board of
Directors.

      (4) "fair market value" shall mean the amount which a willing buyer would
pay a willing seller in an arm's length transaction.

      (5) "Record Date" shall mean, with respect to any dividend, distribution
or other transaction or event in which the holders of Class A Common Stock or
Class B Common Stock, as the case may be, have the right to receive any cash,
securities or other property or in which the shares of Class A Common Stock or
Class B Common Stock (or other applicable security) are exchanged for or
converted into any combination of cash, securities or other property, the date
fixed for determination of shareholders entitled to receive such cash,
securities or other property (whether such date is fixed by the Board of
Directors or by statute, contract or otherwise).

      (h) The Company may make such reductions in the Conversion Price, in
addition to those required by Sections 12.5(a), (b), (c), (d), (e) and (f), as
the Board of Directors considers to be advisable to avoid or diminish any income
tax to holders of Class A Common Stock or rights to purchase shares of Class A
Common Stock resulting from any dividend or distribution of stock (or rights to
acquire stock) or from any event treated as such for income tax purposes.

      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, if the
Board of Directors has made a determination that such reduction would be in the
Company's best interests, which determination shall be conclusive and described
in a resolution of the Board of Directors. The reduction in Conversion Price
shall be irrevocable during this period. Whenever the Conversion Price is
reduced pursuant to the preceding sentence, the Company shall mail to the
holders of


                                       64
<PAGE>
Notes at his or her last address appearing on the Register a notice of the
reduction at least 15 days prior to the date the reduced Conversion Price takes
effect, and such notice shall state the reduced Conversion Price and the period
during which it will be in effect.

      (i) No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1% of the
Conversion Price then in effect; provided, however, that any adjustments which
by reason of this Section 12.5(i) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Article 12 shall be made by the Company and 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 a change in the par value or no par value
of the Class A Common Stock.

      (j) Whenever the Conversion Price is adjusted as herein provided, the
Company shall promptly file with the Trustee and any Conversion Agent other than
the Trustee an Officers' Certificate setting forth the Conversion Price after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Promptly after delivery of such certificate, the Company shall
prepare a notice of such adjustment of the Conversion Price setting forth the
adjusted Conversion Price and the date on which each adjustment becomes
effective and shall mail such notice of such adjustment of the Conversion Price
to each holder of Notes at his or her last address appearing on the Register of
holders maintained for that purpose within 20 days of the effective date of such
adjustment. Failure to deliver such notice shall not affect the legality or
validity of any such adjustment.

      (k) In any case in which this Section 12.5 provides that an adjustment
shall become effective immediately after a Record Date for an event, the Company
may defer until the occurrence of such event issuing to the holder of any Note
converted after such Record Date and before the occurrence of such event the
additional shares of Class A Common Stock issuable upon such conversion by
reason of the adjustment required by such event over and above the shares of
Class A Common Stock issuable upon such conversion before giving effect to such
adjustment.

      (l) For purposes of this Section 12.5, the number of shares of Class A
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Class A Common Stock. The
Company shall not pay any dividend or make any distribution on shares of Class A
Common Stock held in the treasury of the Company.

SECTION 12.6 Effect of Reclassification, Consolidation, Merger or Sale.

      If any of the following events occur:

      (i) any reclassification or change of the outstanding shares of Class A
Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination);


                                       65
<PAGE>
      (ii) any consolidation, merger or combination of the Company with another
corporation as a result of which holders of Class A Common Stock shall be
entitled to receive stock, securities or other property or assets (including
cash) with respect to or in exchange for such shares of Class A Common Stock; or

      (iii) any sale or conveyance of the properties and assets of the Company
as an entirety or substantially as an entirety to any other corporation as a
result of which holders of Class A Common Stock shall be entitled to receive
stock, securities or other property or assets (including cash) with respect to
or in exchange for such Class A Common Stock,

then the Company or the successor or purchasing corporation, as the case may be,
shall execute with the Trustee a supplemental indenture (which shall comply with
the TIA as in force at the date of execution of such supplemental indenture if
such supplemental indenture is then required to so comply) providing that the
Notes shall be convertible into the kind and amount of shares of stock and other
securities or property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
by a holder of a number of shares of Class A Common Stock issuable upon
conversion of the Notes (assuming, for such purposes, a sufficient number of
authorized shares of Class A Common Stock available to convert all such Notes)
immediately prior to such reclassification, change, consolidation, merger,
combination, sale or conveyance, assuming such holder of shares of Class A
Common Stock did not exercise his or her rights of election, if any, as to the
kind or amount of securities, cash or other property receivable upon such
consolidation, merger, sale or conveyance (provided that, if the kind or amount
of securities, cash or other property receivable upon such consolidation,
merger, sale or conveyance is not the same for each share of Class A Common
Stock in respect of which such rights of election have not been exercised
("non-electing share"), then, for the purposes of this Section 12.6, the kind
and amount of securities, cash or other property receivable upon such
consolidation, merger, sale or conveyance for each non-electing share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares). Such supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 12. If, in the case of any such reclassification,
change, consolidation, merger, combination, sale or conveyance, the stock or
other securities and assets receivable thereupon by a holder of Class A Common
Stock includes shares of stock or other securities and assets of a corporation
other than the successor or purchasing corporation, as the case may be, in such
reclassification, change, consolidation, merger, combination, sale or
conveyance, then such supplemental indenture shall also be executed by such
other corporation and shall contain such additional provisions to protect the
interests of the holders of the Notes as the Board of Directors shall reasonably
consider necessary by reason of the foregoing.

      The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Notes at his or her address appearing
on the Register within 20 days after execution thereof. Failure to deliver such
notice shall not affect the legality or validity of such supplemental indenture.

      The above provisions of this Section 12.6 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.


                                       66
<PAGE>
      If this Section 12.6 applies to any event or occurrence, Section 12.5
shall not apply.

SECTION 12.7 Taxes on Shares Issued.

      The issue of stock certificates on conversions of Notes shall be made
without charge to the converting holder for any tax in respect of the issue
thereof. The Company shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery of stock
in any name other than that of the holder of any Note converted, and the Company
shall not be required to issue or deliver any such stock certificate unless and
until the person or persons requesting the issue 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.

SECTION 12.8 Reservation of Shares; Shares to Be Fully Paid; Listing of Class A
             Common Stock.

      The Company shall provide, free from preemptive rights, out of its
authorized but unissued shares or shares held in treasury, sufficient shares to
provide for the conversion of the Notes from time to time as such Notes are
presented for conversion.

      Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the shares of Class A
Common Stock issuable upon conversion of the Notes, the Company shall take all
corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue such shares of Class A Common
Stock at such adjusted Conversion Price.

      The Company covenants that all shares of Common Stock issued upon
conversion of Notes will be fully paid and non-assessable by the Company and
free from all taxes, liens and charges with respect to the issue thereof.

      The Company further covenants that as long as the Class A Common Stock is
listed on the New York Stock Exchange, or its successor, the Company shall cause
all shares of Class A Common Stock issuable upon conversion of the Notes to be
eligible for such listing in accordance with, and at the times required under,
the requirements of such market, and if at any time the Class A Common Stock
becomes quoted on the Nasdaq National Market or listed on any other national
securities exchange, the Company shall cause all shares of Class A Common Stock
issuable upon conversion of the Notes to be so quoted or listed and kept so
quoted or listed.

SECTION 12.9 Responsibility of Trustee.

      The Trustee shall not at any time be under any duty of responsibility to
any holders of Notes to determine whether any facts exist which may require any
adjustment of the Conversion Price, or with respect to the nature or extent or
calculation of any such adjustment when made, or with respect to the method
employed, or herein or in any supplemental indenture provided to be employed, in
making the same. The Trustee shall not be accountable with respect to the
validity or value (or the kind or amount) of any shares of Class A Common Stock
or Class B Common Stock, or of any securities or property, which may at any time
be issued or delivered upon the


                                       67
<PAGE>
conversion of any Note; and the Trustee makes no representations with respect
thereto. Subject to the provisions of Section 7.1, the Trustee shall not be
responsible for any failure of the Company to issue, transfer or deliver any
shares of Common Stock or stock certificates or other securities or property or
cash upon the surrender of any Note for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of the Company contained
in this Article 12. Without limiting the generality of the foregoing, the
Trustee shall not have any responsibility to determine the correctness of any
provisions contained in any supplemental indenture entered into pursuant to
Section 12.6 relating either to the kind or amount of shares of stock or
securities or property (including cash) receivable by holders of Notes upon the
conversion of their Notes after any event referred to in such Section 12.6 or to
any adjustment to be made with respect thereto, but, subject to the provisions
of Section 7.1, may accept as conclusive evidence of the correctness of any such
provisions, and shall be protected in relying upon, the Officers' Certificate
and Opinion of Counsel (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect
thereto.

SECTION 12.10 Notice to Holders Prior to Certain Actions.

      If:

      (a) the Company declares a dividend (or any other distribution) on its
Class A Common Stock and/or Class B Common Stock (other than in cash out of
retained earnings or other than a dividend that results in an adjustment in the
Conversion Price pursuant to Section 12.5 as to which the Company has made an
election in accordance with Section 12.5(m)); or

      (b) the Company authorizes the granting to all or substantially all of the
holders of its Class A Common Stock and/or Class B Common Stock of rights or
warrants to subscribe for or purchase any share of Common Stock or Class B
Common Stock or any other rights or warrants (other than rights or warrants
referred to in the second paragraph of Section 12.5(d)); or

      (c) there is any reclassification of the Class A Common Stock or Class B
Common Stock (other than a subdivision or combination of outstanding shares of
Class A Common Stock or Class B Common Stock, or a change in par value, or from
par value to no par value, or from no par value to par value), or any
consolidation or merger to which the Company is a party and for which approval
of any shareholders of the Company is required, or the sale or transfer of all
or substantially all of the assets of the Company; or

      (d) there is any voluntary or involuntary dissolution, liquidation or
winding-up of the Company;

then the Company shall cause to be filed with the Trustee and to be mailed to
each holder of Notes at his or her address appearing on the Register maintained
for that purpose as promptly as possible but in any event at least 15 days prior
to the applicable date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend, distribution or
rights or warrants, or, if a record is not to be taken, the date as of which the
holders of Class A Common Stock and/or Class B Common Stock of record to be
entitled to such dividend, distribution or rights are to be determined, or (y)
the date on which such


                                       68
<PAGE>
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up is expected to become effective or occur, and the date
as of which it is expected that holders of Class A Common Stock and/or Class B
Common Stock of record shall be entitled to exchange their shares of Class A
Common Stock or Class B Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend,
distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up.



                                       69
<PAGE>
      IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed and attested, all as of the date first above written, signifying their
agreements contained in this Indenture.

                                          AGERE SYSTEMS INC.



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

                                          THE BANK OF NEW YORK, as Trustee



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



                                       70
<PAGE>
                                    EXHIBIT A
                                 (Face of Note)

                           [Global Securities Legend]

      [The following legend shall appear on the face of each Global Security:

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

      [The following legend shall appear on the face of each Global Security for
which The Depository Trust Company is to be the Depositary:

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

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



                                      A-1
<PAGE>
No. _______                                                 $_________
                                                            CUSIP:__________


                               AGERE SYSTEMS INC.



                    % CONVERTIBLE SUBORDINATED NOTE DUE 2009


Agere Systems Inc. promises to pay to

or registered assigns,

the principal sum of                                 on -, 2009

Interest Payment Dates: - and -, commencing -, 2002

Regular Record Dates: - and -.

      Reference is hereby made to the further provisions of this 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.

                                          AGERE SYSTEMS INC.



Dated:                                    By:
                                             ---------------------------
                                          Title:


                          Certificate of Authentication

This is one of the % Convertible Subordinated Notes due 2009 described in the
within-mentioned Indenture.

                                          THE BANK OF NEW YORK,
                                          as Trustee



                                          By:
                                             ---------------------------
                                          Authorized Officer



                                      A-2
<PAGE>
                               (Back of Security)

                               AGERE SYSTEMS INC.

                    % CONVERTIBLE SUBORDINATED NOTE DUE 2009

      Capitalized terms used herein but not defined shall have the meaning
assigned to them in the Indenture referred to below unless otherwise indicated.

      1.    Interest. Agere Systems Inc., a Delaware corporation (the
            "Company"), promises to pay interest on the principal amount of this
            Note at the rate per annum shown above. The Company will pay
            interest semi-annually in arrears on   and   of each year, beginning
            -, 2002. Interest on the Notes will accrue from the most recent
            interest payment date to which interest has been paid or, if no
            interest has been paid, from  , 2002. Interest will be computed on
            the basis of a 360-day year composed of twelve 30-day months.

      2.    Method of Payment. The Company will pay interest on the Notes
            (except defaulted interest) to the person in whose name each Note is
            registered at the close of business on the - or - immediately
            preceding the relevant interest payment date (each a "Regular Record
            Date") (other than with respect to a Note or portion thereof called
            for redemption on a Redemption Date , or repurchased in connection
            with a Fundamental Change on a Fundamental Change Payment Date,
            during the period from the close of business on a Regular Record
            Date to (but excluding) the next succeeding Interest Payment Date,
            in which case accrued interest shall be payable (unless such Note or
            portion thereof is converted) to the holder of the Note or portion
            thereof redeemed or repurchased in accordance with the applicable
            redemption or repurchase provisions of the Indenture). The holder
            must surrender Notes to a Paying Agent to collect principal
            payments. The Company will pay the principal of, and premium, if
            any, and interest on, the Notes at the office or agency of the
            Company maintained for such purpose, in money of the United States
            that at the time of payment is legal tender for payment of public
            and private debts. Until otherwise designated by the Company, the
            Company's office or agency maintained for such purpose will be the
            principal Corporate Trust Office of the Trustee (as defined below).
            However, the Company may pay principal, premium, if any, and
            interest by check payable in such money, and may mail such check to
            the holders of the Notes at their respective addresses as set forth
            in the Register of holders of Notes.

      3.    Paying Agent and Registrar. The Bank of New York (together with any
            successor Trustee under the Indenture referred to below, the
            "Trustee"), will act as Paying Agent and Registrar. The Company may
            change the Paying Agent, Registrar or co-registrar without prior
            notice. Subject to certain limitations in the Indenture, the Company
            or any of its subsidiaries may act in any such capacity.

      4.    Indenture. The Company issued the Notes under an Indenture dated as
            of  , 2002 (the "Indenture") by and between the Company and the
            Trustee. The terms of the


                                      A-3
<PAGE>
            Notes include those stated in the Indenture and those made part of
            the Indenture by reference to the Trust Indenture Act of 1939 (15
            U.S. Code Sections 77aaa-77bbbb) (the "TIA") as in effect on the
            date of the Indenture. The Notes are subject to, and qualified by,
            all such terms, certain of which are summarized hereon, and holders
            are referred to the Indenture and the TIA for a statement of such
            terms. The Notes are general unsecured subordinated obligations of
            the Company limited to (except as otherwise provided in the
            Indenture) $- in aggregate principal amount, unless an election has
            been made as set forth in Article 2 of the Indenture to increase
            such aggregate principal amount to an amount not to exceed $-.
            Capitalized terms not defined below have the same meaning as is
            given them in the Indenture.

      5.    Optional Redemption. On or after  ,  , the Company may redeem the
            Notes at its option in cash, in whole or from time to time in part
            during the following periods at the following Redemption Prices
            expressed as percentages of the principal amount:

<TABLE>
<CAPTION>
            Period                                          Redemption Price
            ------                                          ----------------
<S>                                                         <C>
            Beginning on  ,   and ending on  ,   ......               %
            Beginning on  ,   and ending on  ,   ......               %
            Beginning on  ,   and thereafter ..........         100.00%
</TABLE>

            Notice of redemption will be mailed by first-class mail at least 30
            days but not more than 60 days before the Redemption Date to each
            holder of Notes to be redeemed at his or her registered address.
            Notes in denominations larger than $1,000 may be redeemed in part
            but only in integral multiples of $1,000. If less than all Notes are
            to be redeemed, the Trustee shall select the Notes to be redeemed by
            a method that complies with the requirements of the principal
            national securities exchange, if any, on which the Notes are listed
            or quoted, or, if the Notes are not so listed, on a pro rata basis,
            by lot or by any other method that the Trustee considers fair and
            appropriate. On and after the Redemption Date, interest ceases to
            accrue on Notes or portions thereof called for redemption (unless
            the Company defaults in the payment of the Redemption Price). If
            this Note is redeemed on a date which is also an Interest Payment
            Date, the interest payment due on such date will be paid to the
            person in whose name this Note is registered at the close of
            business on the relevant Regular Record Date.

      6.    Fundamental Change. Upon the occurrence of a Fundamental Change, the
            Company shall make a Fundamental Change Offer to repurchase in cash
            all outstanding Notes at a price equal to 100% of the aggregate
            principal amount of the Notes, plus accrued and unpaid interest up
            to, but not including, the Fundamental Change Payment Date, such
            offer to be made as provided in the Indenture. To accept the
            Fundamental Change Offer, the holder hereof must comply with the
            terms thereof, including surrendering this Note, with the "Option of
            Holder to Elect Repurchase" portion hereof completed, to the
            Company, a depositary, if appointed by the Company, or a Paying
            Agent, at the address specified in the notice of the Fundamental
            Change Offer mailed to holders as provided in the Indenture, prior
            to termination of the Fundamental Change Offer.


                                      A-4
<PAGE>
      7.    Subordination. The Company's payment of the principal of, or
            premium, if any, and interest on, the Notes is subordinated to the
            prior payment in full of the Company's Senior Indebtedness as set
            forth in the Indenture. Each holder of Notes by his or her
            acceptance hereof covenants and agrees that all payments of the
            principal of, or premium, if any, and interest on the Notes by the
            Company shall be subordinated in accordance with the provisions of
            Article 11 of the Indenture, and each holder of Notes accepts and
            agrees to be bound by such provisions.

      8.    Denominations, Transfer and Exchange. The Notes are in registered
            form without coupons in denominations of $1,000 and integral
            multiples of $1,000. The transfer of Notes may be registered and
            Notes may be exchanged as provided in the Indenture. As a condition
            of transfer, the Registrar and the Trustee may require a holder,
            among other things, to furnish appropriate endorsements and transfer
            documents, and the Company and the Registrar may require a holder to
            pay any taxes and fees required by law or permitted by the
            Indenture. The Company or the Registrar need not exchange or
            register the transfer of any Note or portion of a Note submitted for
            redemption or repurchase. Also the Company or the Registrar need not
            exchange or register the transfer of any Note for a period of 15
            days before a selection of Notes to be redeemed or repurchased.

      9.    Persons Deemed Owners. The registered holder of a Note may be
            treated as its owner for all purposes.

      10.   Amendments and Waivers. Subject to certain exceptions, the Indenture
            or the Notes may be amended or supplemented with the consent of the
            holders of at least a majority in principal amount of the then
            outstanding Notes, and any existing default may be waived with the
            consent of the holders of a majority in principal amount of the then
            outstanding Notes.

            Without the consent of any holder, the Indenture or the Notes may be
            amended or supplemented to: (a) cure any ambiguity, defect or
            inconsistency or make any other changes in the provisions of the
            Indenture which the Company and the Trustee may deem necessary or
            desirable, provided such amendment does not materially and adversely
            affect the Notes; (b) provide for uncertificated Notes in addition
            to or in place of certificated Notes; (c) provide for the assumption
            of the Company's obligations to holders of Notes in the
            circumstances required under the Indenture as described under
            Article 5 thereof; (d) provide for conversion rights of holders of
            Notes in the event of consolidation, merger or sale of all or
            substantially all of the assets of the Company as required to comply
            with Section 5.1 of the Indenture; (e) reduce the Conversion Price;
            (f) evidence and provide for the acceptance of the appointment under
            the Indenture of a successor Trustee; (g) make any change that would
            provide any additional rights or benefits to the holders of Notes or
            that does not adversely affect the legal rights under the Indenture
            of any such holder; or (h) comply with requirements of the
            Commission in order to maintain the qualification of the Indenture
            under the TIA.


                                      A-5
<PAGE>
            Without the consent of each holder (in addition to the consent of
            the holders of at least a majority in aggregate principal amount of
            the then outstanding Notes), an amendment, supplement or waiver may
            not: (a) reduce the percentage of aggregate principal amount of
            Notes whose holders must consent to an amendment, supplement or
            waiver; (b) reduce the rate of, or change the time for payment of,
            interest, including defaulted interest, on any Note; (c) reduce the
            principal of or change the stated maturity of any Note; (d) except
            as permitted pursuant to Section 9.1(a), (d), (g) or (h) of the
            Indenture, alter the redemption or repurchase provisions of any
            Note; (e) waive a Default or Event of Default in the payment of
            principal of or premium, if any, or interest on, the Notes (except a
            rescission of acceleration of the Notes by the holders of at least a
            majority in aggregate principal amount of the Notes then outstanding
            and a waiver of the payment default that resulted from such
            acceleration); (f) make the principal of or premium or interest on,
            any Note payable in money other than as provided for herein and in
            the Notes; (g) make any change in the provisions of this Indenture
            relating to waivers of past Defaults or Events of Default or the
            rights of holders of Notes to receive payments of principal of or
            premium, interest on, the Notes; (h) waive a payment of the
            Redemption Price or a Fundamental Change Payment with respect to any
            Notes; (i)except as permitted by the Indenture (including Section
            9.1(a)), increase the Conversion Price or modify the provisions
            contained herein relating to conversion of the Notes in a manner
            adverse to the holders thereof; or (j) make any change to the
            abilities of holders of Notes to enforce their rights hereunder or
            the provisions of clauses (a) through (i) above.

      11.   Defaults and Remedies.  An Event of Default with respect to any
            Notes occurs if: (a) default in payment (whether or not such
            payment is prohibited by the subordination provisions of the
            Indenture) of the principal of, or premium, if any, or Fundamental
            Change Payment or Redemption Price with respect to the Notes, when
            due at maturity, upon repurchase or redemption, upon acceleration
            or otherwise; (b) default for 30 days or more in payment (whether
            or not such payment is prohibited by the subordination provisions
            of the Indenture) of any installment of interest on the Notes; (c)
            failure to provide timely notice of a Fundamental Change; (d)
            default by the Company for 60 days or more after notice in the
            observance or performance of any other covenants in the Indenture;
            (e) one or more defaults in the payment of principal of or
            premium, if any, on any Indebtedness within any applicable grace
            period after the final scheduled maturity thereof or the
            acceleration of any such Indebtedness by the holders thereof
            because of a default if the total amount of such Indebtedness
            unpaid or accelerated exceeds $100.0 million or its foreign
            currency equivalent and such failure continues for 30 days;
            provided, that this clause (e) shall not apply to (A) any notice
            of wind-down or any comparable notice to be given in connection
            with a Qualified Securitization Transaction or (B) any wind-down,
            or comparable event, with respect to a Qualified Securitization
            Transaction; (f) the Company or any of its Significant
            Subsidiaries or group of subsidiaries that, taken together (as of
            the latest audited consolidated financial statements for the
            Company and its subsidiaries), would constitute a Significant
            Subsidiary fail to pay final judgments aggregating in excess of
            $100.0 million (net of any amounts for which a reputable


                                      A-6
<PAGE>
            and creditworthy insurance company is liable, unless such insurance
            company has disclaimed such liability in writing), which judgments
            are not paid, discharged or stayed for a period of 60 days following
            such judgments and none of such judgments has been discharged,
            waived or stayed; or (g) certain events involving bankruptcy,
            insolvency or reorganization of the Company. If an Event of Default
            occurs and is continuing, the Trustee or the holders of at least 25%
            in aggregate principal amount of the then outstanding Notes may
            declare the unpaid principal of, premium, if any, and accrued and
            unpaid interest on, all Notes then outstanding to be due and payable
            immediately, except that in the case of an Event of Default arising
            from certain events of bankruptcy, insolvency, or reorganization
            with respect to the Company, all outstanding Notes become due and
            payable without further action or notice. Holders of Notes may not
            enforce the Indenture or the Notes except as provided in the
            Indenture. The Trustee may require security or indemnity
            satisfactory to it before it enforces the Indenture or the Notes.
            Subject to certain limitations, holders of at least a majority in
            aggregate principal amount of the then outstanding Notes may direct
            the Trustee in its exercise of any trust or power. The Trustee may
            withhold from holders notice of any continuing Default (except a
            Default in payment of principal, premium, if any, or interest) if it
            determines that withholding notice is in their interests. The
            Company must furnish annual compliance certificates to the Trustee.

      12.   Trustee Dealings with the Company. The Trustee or any of its
            Affiliates, in their individual or any other capacities, may make or
            continue loans to, accept deposits from and perform services for the
            Company or its Affiliates and may otherwise deal with the Company or
            its Affiliates as if it were not Trustee.

      13.   No Recourse Against Others. No director, officer, employee,
            shareholder or Affiliate, as such, of the Company shall have any
            liability for any obligations of the Company under the Notes or the
            Indenture or for any claim based on, in respect of or by reason of
            such obligations or their creation. Each holder by accepting a Note
            waives and releases all such liability. The waiver and release are
            part of the consideration for the Notes.

      14.   Authentication.  This Note shall not be valid until authenticated
            by the manual signature of the Trustee or an authenticating agent.

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

      16.   Conversion.  Subject to and upon compliance with the provisions of
            the Indenture, the registered holder of this Note has the right at
            any time on or before the close of business on the last Trading
            Day prior to the Maturity Date (or in case this Note or any
            portion hereof (a) called for redemption prior to the Redemption
            Date, before the close of business on the last Trading Day
            preceding the


                                      A-7
<PAGE>
            Redemption Date (unless the Company Defaults in payment of the
            Redemption Price in which case the conversion right will terminate
            at the close of business on the date such Default is cured) or (b)
            is subject to a duly completed election for repurchase, on or before
            the close of business on the Fundamental Change Payment Date (unless
            the Company defaults in payment due upon repurchase or such holder
            elects to withdraw the submission of such election to repurchase) to
            convert the principal amount hereof, or any portion of such
            principal amount which is $1,000 or integral multiples thereof, into
            that number of fully paid and non-assessable shares of Class A
            Common Stock obtained by dividing the principal amount of the Note
            or portion thereof to be converted by the conversion price of
            $  per share, as adjusted from time to time as provided in the
            Indenture (the "Conversion Price"), upon surrender of this Note to
            the Company at the office or agency maintained for such purpose (and
            at such other offices or agencies designated for such purpose by the
            Company), accompanied by written notice of conversion duly executed
            (and if the shares of Class A Common Stock to be issued on
            conversion are to be issued in any name other than that of the
            registered holder of this Note by instruments of transfer, in form
            satisfactory to the Company, duly executed by the registered holder
            or its duly authorized attorney) and, in case such surrender shall
            be made during the period from the close of business on the Regular
            Record Date immediately preceding any Interest Payment Date through
            the close of business on the last Trading Day immediately preceding
            such Interest Payment Date, also accompanied by payment, in funds
            acceptable to the Company, of an amount equal to the interest
            otherwise payable on such Interest Payment Date on the principal
            amount of this Note then being converted. Subject to the aforesaid
            requirement for a payment in the event of conversion after the close
            of business on a Regular Record Date immediately preceding an
            Interest Payment Date, no adjustment shall be made on conversion for
            interest accrued hereon or for dividends on shares of Class A Common
            Stock delivered on conversion. The right to convert this Note is
            subject to the provisions of the Indenture relating to conversion
            rights in the case of certain consolidations, mergers or sales or
            transfers of substantially all the Company's assets.

            The Company shall not issue fractional shares or scrip representing
            fractions of shares of Class A Common Stock upon any such
            conversion, but shall pay cash in lieu of such fractional shares in
            the manner described in the Indenture.

      17.   Governing Law. The Indenture and the Notes will be governed by, a
            and construed in accordance with the laws of the State of New York.


                                      A-8
<PAGE>
                            FORM OF CONVERSION NOTICE

To:   AGERE SYSTEMS INC.

      The undersigned beneficial owner of the Note hereby irrevocably exercises
the option to convert this Note, or portion hereof (which is $1,000 or integral
multiples thereof) below designated, into shares of Class A Common Stock of
Agere Systems Inc. in accordance with the terms of the Indenture referred to in
this Note, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and Notes
representing any unconverted principal amount hereof, be issued and delivered to
the beneficial owner hereof unless a different name has been indicated below. If
shares or any portion of this Note not converted 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. Any amount required to be paid by the undersigned
on account of interest and taxes accompanies this Note.

Dated:
Fill in for registration of shares
if to be delivered, and Notes if to      --------------------
be issued, other than to and in the
name of the beneficial owner             --------------------
(Please Print):
                                         --------------------
                                         Signature(s)


                                         Principal amount to be converted (if
------------------------------------     less than all):
               (Name)


------------------------------------
           (Street Address)                      $___,000

                                         ---------------------
------------------------------------     Social Security or other Taxpayer
      (City, State and Zip Code)         Identification
                                         Number


Signature Guarantee:

---------------------
Signatures must be guaranteed by an eligible Guarantor Institution (banks,
brokers, dealers, savings and loan associations and credit unions) with
membership in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or
Notes are to be delivered, other than to and in the name of the registered
holder(s).



                                      B-9
<PAGE>
                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                  (I) or (we) assign and transfer this Note to


--------------------------------------------------------------------------------
               (Insert assignee's social security or tax I.D. no.)

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

and irrevocably appoint ____________________________________ agent to transfer
this Note on the books of the Company.  The agent may substitute another to
act for him.

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

      Date:  ________________________________

      Medallion Signature Guarantee:  _____________________________________

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

Date:  __________________________

Medallion Signature Guarantee:  _________________________________



                                      B-10
<PAGE>
                      OPTION OF HOLDER TO ELECT REPURCHASE

      If you wish to have this Note repurchased by the Company pursuant to
Section 4.6 of the Indenture, check the Box: [ ]

      If you wish to have a portion of this Note purchased by the Company
pursuant to Section 4.6 of the Indenture, state the amount (in multiples of
$1,000): $_____.

Date: ________    Your Signature:______________________________________________
                        (Sign exactly as your name appears on the other side
                        of this Convertible Subordinated Note)

Medallion Signature Guarantee:________________________________________________



                                      B-11