<PAGE>
                                                                     EXHIBIT 4.1



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                                DOCUMENTUM, INC.

                                    as Issuer


                                       AND


                            Wilmington Trust Company

                                   as Trustee

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

                                    INDENTURE

                            Dated as of April 5, 2002

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


                     4.5% Senior Convertible Notes due 2007




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                                TABLE OF CONTENTS

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                                        ARTICLE 1

                  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions.................................................................1

Section 1.02. Compliance Certificates and Opinions........................................8

Section 1.03. Form of Documents Delivered to Trustee......................................9

Section 1.04. Acts of Holders; Record Dates...............................................9

Section 1.05. Notices, Etc., to Trustee and Company......................................10

Section 1.06. Notice to Holders; Waiver..................................................10

Section 1.07. Conflict with Trust Indenture Act..........................................11

Section 1.08. Effect of Headings and Table of Contents...................................11

Section 1.09. Successors and Assigns.....................................................11

Section 1.10. Separability Clause........................................................11

Section 1.11. Benefits of Indenture......................................................11

Section 1.12. Governing Law..............................................................11

Section 1.13. Legal Holiday..............................................................11

                                        ARTICLE 2

                                     SECURITY FORMS

Section 2.01. Forms Generally............................................................12

Section 2.02. Form of Face of Security...................................................12

Section 2.03. Form of Reverse of Security................................................16

Section 2.04. Form of Trustee's Certificate of Authentication............................25
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<S>           <C>                                                                      <C>
Section 2.05. Legend on Restricted Securities............................................25

                                    ARTICLE 3

                                 THE SECURITIES

Section 3.01. Title and Terms............................................................25

Section 3.02. Denominations..............................................................26

Section 3.03. Execution, Authentication, Delivery and Dating.............................26

Section 3.04. Temporary Securities.......................................................27

Section 3.05. Registration; Registration of Transfer and Exchange;
              Restrictions on Transfer...................................................27

Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities...........................29

Section 3.07. Persons Deemed Owners......................................................30

Section 3.08. Book-entry Provisions for Global Securities................................30

Section 3.09. Cancellation...............................................................31

Section 3.10. Special Transfer Provisions................................................31

                                    ARTICLE 4

                           SATISFACTION AND DISCHARGE

Section 4.01. Satisfaction and Discharge of Indenture....................................33

Section 4.02. Application of Trust Money.................................................34

                                    ARTICLE 5

                                    REMEDIES

Section 5.01. Events of Default..........................................................34

Section 5.02. Acceleration of Maturity; Rescission and Annulment.........................36

Section 5.03. Collection of Indebtedness and Suits for Enforcement
              by Trustee.................................................................37
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                                       ii
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<S>           <C>                                                                      <C>
Section 5.04. Trustee May File Proofs of Claim...........................................37

Section 5.05. Trustee May Enforce Claims Without Possession of Securities................38

Section 5.06. Application of Money Collected.............................................38

Section 5.07. Limitation on Suits........................................................38

Section 5.08. Unconditional Right of Holders to Receive Payment..........................39

Section 5.09. Restoration of Rights and Remedies.........................................39

Section 5.10. Rights and Remedies Cumulative.............................................39

Section 5.11. Delay or Omission Not Waiver...............................................40

Section 5.12. Control by Holders.........................................................40

Section 5.13. Waiver of Past Defaults....................................................40

Section 5.14. Undertaking for Costs......................................................40

Section 5.15. Waiver of Stay or Extension Laws...........................................41

                                    ARTICLE 6

                                   THE TRUSTEE

Section 6.01. Certain Duties and Responsibilities........................................41

Section 6.02. Notice of Defaults.........................................................41

Section 6.03. Certain Rights of Trustee..................................................41

Section 6.04. Not Responsible for Recitals...............................................43

Section 6.05. May Hold Securities........................................................43

Section 6.06. Money Held in Trust........................................................43

Section 6.07. Compensation and Reimbursement.............................................43

Section 6.08. Disqualification; Conflicting Interests....................................44

Section 6.09. Corporate Trustee Required; Eligibility....................................44

Section 6.10. Resignation and Removal; Appointment of Successor..........................44
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                                      iii
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<S>           <C>                                                                      <C>
Section 6.11. Acceptance of Appointment by Successor.....................................45

Section 6.12. Merger, Conversion, Consolidation or Succession to Business................46

Section 6.13. Preferential Collection of Claims Against..................................46

                                       ARTICLE 7

                         HOLDERS' LISTS AND REPORTS BY TRUSTEE

Section 7.01. Company to Furnish Trustee Names and Addresses of Holders..................46

Section 7.02. Preservation of Information; Communications to Holders.....................47

Section 7.03. Reports by Trustee.........................................................47

Section 7.04. Reports by Company.........................................................47

                                       ARTICLE 8

                   CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01. Company May Consolidate, Etc., Only on Certain Terms.......................48

Section 8.02. Successor Substituted......................................................48

                                       ARTICLE 9

                                SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures Without Consent of Holders.........................49

Section 9.02. Supplemental Indentures with Consent of Holders............................49

Section 9.03. Execution of Supplemental Indentures.......................................50

Section 9.04. Effect of Supplemental Indentures..........................................51

Section 9.05. Conformity with Trust Indenture Act........................................51

Section 9.06. Reference in Securities to Supplemental Indentures.........................51
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                                       iv
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<S>           <C>                                                                      <C>
                                   ARTICLE 10

                                    COVENANTS

Section 10.01. Payments..................................................................51

Section 10.02. Maintenance of Office or Agency...........................................51

Section 10.03. Money for Security Payments to Be Held in Trust...........................52

Section 10.04. Statement by Officers as to Default.......................................53

Section 10.05. Existence.................................................................53

Section 10.06. Reports and Delivery of Certain Information...............................53

Section 10.07. Resale of Certain Securities..............................................53

Section 10.08. Book-Entry System.........................................................54

Section 10.09. Additional Amounts under the Registration Rights Agreement................54

                                   ARTICLE 11

                            REDEMPTION AND PURCHASES

Section 11.01. Right to Redeem; Notices to Trustee.......................................54

Section 11.02. Selection of Securities to Be Redeemed....................................54

Section 11.03. Notice of Redemption......................................................55

Section 11.04. Effect of Notice of Redemption............................................56

Section 11.05. Deposit of Redemption Price...............................................56

Section 11.06. Securities Redeemed in Part...............................................56

Section 11.07. Conversion Arrangement on Call for Redemption.............................56

Section 11.08. Repurchase of Securities at Option of the Holder
               upon Fundamental Change...................................................57

Section 11.09. Effect of Fundamental Change Repurchase Notice............................60

Section 11.10. Deposit of Fundamental Change Repurchase Price............................61
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                                       v
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<S>           <C>                                                                      <C>
Section 11.11. Securities Purchased or Repurchased in Part...............................61

Section 11.12. Covenant to Comply With Securities Laws Upon Purchase or
               Repurchase of Securities..................................................61

Section 11.13. Repayment to the Company..................................................61

                                       ARTICLE 12

                           INTEREST PAYMENTS ON THE SECURITIES

Section 12.01. Interest Rate.............................................................62

Section 12.02. Payment of Interest; Interest Rights Preserved............................62

                                       ARTICLE 13

                                       CONVERSION

Section 13.01. Right to Convert..........................................................63

Section 13.02. Exercise of Conversion Privilege; Issuance of Common
               Stock on Conversion; No Adjustment for Interest or Dividends..............64

Section 13.03. Cash Payments in Lieu of Fractional Shares................................65

Section 13.04. Conversion Price..........................................................66

Section 13.05. Adjustment of Conversion Price............................................66

Section 13.06. Effect of Reclassification, Consolidation, Merger or Sale.................73

Section 13.07. Taxes on Shares Issued....................................................74

Section 13.08. Reservation of Shares; Shares to be Fully Paid; Compliance
               with Governmental Requirements; Listing of Common Stock...................74

Section 13.09. Responsibility of Trustee.................................................75

Section 13.10. Notice to Holders Prior to Certain Actions................................75

                                       ARTICLE 14

             IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
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<S>           <C>                                                                      <C>
Section 14.01. Indenture and Securities Solely Corporate Obligations.....................76
</TABLE>



                                      vii
<PAGE>

          INDENTURE, dated as of April 5, 2002, between DOCUMENTUM, INC., a
corporation duly organized and existing under the laws of the State of Delaware,
as issuer (herein called the "COMPANY"), having its principal office at 6801
Koll Center Parkway, Pleasanton, California 94566 and Wilmington Trust Company,
a Delaware banking corporation, as Trustee (herein called the "TRUSTEE").

                             RECITALS OF THE COMPANY

          The Company has duly authorized the creation of an issue of 4.5%
Senior Convertible Notes due 2007 (each a "SECURITY" and collectively, the
"SECURITIES") of substantially the tenor and amount hereinafter set forth, and
to provide therefor the Company has duly authorized the execution and delivery
of this Indenture.

          All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 1.01. Definitions. For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:

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

               (ii) all other terms used herein which are defined in the Trust
          Indenture Act, either directly or by reference therein, have the
          meanings assigned to them therein;

               (iii) all accounting terms not otherwise defined herein have the
          meanings assigned to them in accordance with GAAP; and

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

<PAGE>

          "ACT," when used with respect to any Holder, has the meaning specified
in Section 1.04.

          "ADDITIONAL AMOUNTS" shall have the meaning given to the term
"LIQUIDATED DAMAGES AMOUNT" in the Registration Rights Agreement.

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

          "AGENT MEMBERS" has the meaning specified in Section 3.08.

          "BOARD OF DIRECTORS" means, with respect to any Person, either the
board of directors of such Person or any duly authorized committee of that
board.

          "BOARD RESOLUTION" means, with respect to any Person, a copy of a
resolution certified by the secretary or an assistant secretary of such Person
to have been duly adopted by the Board of Directors and to be in full force and
effect on the date of such certification, and delivered to the Trustee.

          "BUSINESS DAY" means any day other than a Saturday, a Sunday or a day
on which banking institutions in The City of New York are authorized or
obligated by law, or executive order or governmental decree to be closed.

          "CHANGE IN CONTROL" has the meaning specified in Section 11.08.

          "CLOSING PRICE" has the meaning specified in Section 13.05.

          "CAPITAL STOCK" means any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock, including,
without limitation, with respect to partnerships, partnership interests (whether
general or limited) and any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, such partnership.

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

          "COMMON STOCK" means the shares of Common Stock, par value $.001 per
share, of the Company as it exists on the date of this Indenture or any other
shares of Capital Stock of the Company into which the Common Stock shall be
reclassified or changed.


                                       2
<PAGE>

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

          "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its chairman of the board, the chief
executive officer, the chief financial officer, the comptroller, its vice
chairman of the board, its president or any vice president, and delivered to the
Trustee.

          "CONTINUING DIRECTOR" means, at any date, a member of the Company's
Board of Directors (i) who was a member of such board on April 1, 2002 or (ii)
who was nominated or elected by at least a majority of the directors who were
Continuing Directors at the time of such nomination or election or whose
election to the Company's Board of Directors was recommended or endorsed by at
least a majority of the directors who were Continuing Directors at the time of
such nomination or election or such lesser number comprising a majority of a
nominating committee comprised of independent directors if authority for such
nominations or elections has been delegated to a nominating committee whose
authority and composition have been approved by at least a majority of the
directors who were Continuing Directors at the time such committee was formed.

          "CONVERSION AGENT" means the Trustee or such other office or agency
designated by the Company where Securities may be presented for conversion.

          "CONVERSION NOTICE" has the meaning specified in Section 13.02.

          "CONVERSION PRICE" has the meaning specified in the Securities.

          "CORPORATE TRUST OFFICE" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at Rodney Square North, 1100 North Market Street, Wilmington, DE 19890,
Attention: Corporate Trust Administration.

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

          "CURRENT MARKET PRICE" has the meaning specified in Section 13.05.

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

          "DEFAULTED INTEREST" has the meaning specified in Section 12.02.

          "DEPOSITARY" means The Depository Trust Company until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean such successor Depositary.

          "DISTRIBUTED SECURITIES" has the meaning specified in Section 13.05.


                                       3
<PAGE>

          "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

          "EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934, as
amended.

          "EXPIRATION TIME" has the meaning specified in Section 13.05.

          "FAIR MARKET VALUE" has the meaning specified in Section 13.05.

          "FUNDAMENTAL CHANGE" has the meaning specified in Section 11.08.

          "FUNDAMENTAL CHANGE COMPANY NOTICE" has the meaning specified in
Section 11.08.

          "FUNDAMENTAL CHANGE REPURCHASE DATE" has the meaning specified in
Section 11.08

          "FUNDAMENTAL CHANGE REPURCHASE NOTICE" has the meaning specified in
Section 11.08.

          "FUNDAMENTAL CHANGE REPURCHASE PRICE" has the meaning specified in the
Securities.

          "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, in each case, as in effect in the United States from time to time.

          "GLOBAL SECURITY" means a Security in global form registered in the
Security Register in the name of the Depositary or a nominee thereof.

          "HOLDER" or "SECURITYHOLDER" means a Person in whose name a Security
is registered in the Security Register.

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

          "INITIAL PURCHASER" means UBS Warburg LLC.

          "INTEREST PAYMENT DATE" means each April 1 and October 1 of each year,
commencing October 1, 2002.

          "ISSUE DATE" means the date the Securities are originally issued as
set forth on the face of the Security under this Indenture.


                                       4
<PAGE>

          "MATURITY", when used with respect to any Security, means the date on
which the principal or Fundamental Change Repurchase Price of such Security
becomes due and payable as therein or herein provided, whether at the Stated
Maturity, on a Redemption Date or Fundamental Change Repurchase Date, or by
declaration of acceleration or otherwise.

          "NONELECTING SHARE" has the meaning specified in Section 13.06.

          "NON-REDEMPTION PERIOD" means the period from the Issue Date of the
Securities to and including April 4, 2005.

          "NON-U.S. PERSON" means a Person who is not a U.S. person, as defined
in Regulation S.

          "NOTICE OF DEFAULT" has the meaning specified in Section 5.01.

          "OFFICER'S CERTIFICATE" means a certificate signed by the chairman of
the board, a vice chairman of the board, the chief executive officer, the chief
financing officer, the comptroller, the president or any vice president of the
Company, and delivered to the Trustee.

          "OPINION OF COUNSEL" means a written opinion of qualified counsel, who
may be external or in-house counsel for the Company, and who shall be reasonably
acceptable to the Trustee.

          "OUTSTANDING," when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

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

               (ii) Securities, or portions thereof, for whose payment or
          redemption money in the necessary amount has been theretofore
          deposited with the Trustee or any Paying Agent (other than the
          Company) in trust or set aside and segregated in trust by the Company
          (if the Company shall act as its own Paying Agent) for the Holders of
          such Securities; provided that if such Securities are to be redeemed
          prior to the maturity thereof, notice of such redemption shall have
          been given to the Holders as herein provided, or provision reasonably
          satisfactory to a Responsible Officer of the Trustee shall have been
          made for giving such notice; and

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

provided, however, that, in determining whether the Holders of the requisite
Principal Amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice,


                                       5
<PAGE>

consent or waiver hereunder, Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.

          "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, interest on or Redemption Price of any Securities on behalf of the
Company. The Trustee shall initially be the Paying Agent.

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

          "PHYSICAL SECURITIES" means permanent certificated Securities in
registered form issued in denomination of $1,000 Principal Amount and integral
multiples thereof.

          "PRINCIPAL AMOUNT" of a Security means the Principal Amount as set
forth on the face of the Security.

          "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of April
1, 2002, entered into by the Company and the Initial Purchaser in connection
with the sale of the Securities.

          "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

          "QUALIFIED INSTITUTIONAL BUYER" or "QIB" shall have the meaning
specified in Rule 144A.

          "RECORD DATE" has the meaning specified in Section 13.05.

          "REDEMPTION DATE" shall mean the date specified for redemption of the
Securities in accordance with the terms of the Securities and Article 11 hereof.

          "REDEMPTION PRICE" has the meaning specified in the Securities.

          "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of April 5, 2002, between the Company and the Initial
Purchaser, for the benefit of itself and the Holders, as the same may be amended
or modified from time to time in accordance with the terms thereof.


                                       6
<PAGE>

          "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date means March 15 or September 15 (whether or not a Business Day) next
preceding such Interest Payment Date.

          "REGULATION S" means Regulation S under the Securities Act.

          "RESALE REGISTRATION STATEMENT" means a registration statement under
the Securities Act registering the Securities for resale pursuant to the terms
of the Registration Rights Agreement.

          "RESPONSIBLE OFFICER" means any officer of the Trustee within the
Corporate Trust Office of the Trustee with direct responsibility for the
administration of this Indenture and also, with respect to a particular matter,
any other officer of the Trustee to whom such matter is referred because of such
officer's knowledge and familiarity with the particular subject.

          "RESTRICTED GLOBAL SECURITY" means a Global Security representing
Restricted Securities.

          "RESTRICTED SECURITY" or "RESTRICTED SECURITIES" has the meaning
specified in Section 2.05.

          "RULE 144" means Rule 144 under the Securities Act (including any
successor rule thereto), as the same may be amended from time to time.

          "RULE 144A" means Rule 144A under the Securities Act (including any
successor rule thereto), as the same may be amended from time to time.

          "RULE 144A INFORMATION" has the meaning specified in Section 2.03.

          "SECURITY" or "SECURITIES" has the meaning specified in the first
paragraph of the Recitals of the Company.

          "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

          "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.05.

          "SIGNIFICANT SUBSIDIARY" has the meaning specified in Section 5.01.

          "SPECIAL RECORD DATE" has the meaning specified in Section 12.02.

          "STATED MATURITY," when used with respect to any Security, means the
date specified in such Security as the fixed date on which an amount equal to
the principal amount of such Security together with accrued and unpaid interest,
if any, is due and payable.

          "STOCK TRANSFER AGENT" means EquiServe Trust Company or such other
Person designated by the Company as the transfer agent for the Common Stock.


                                       7
<PAGE>

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

          "SURVIVING ENTITY" has the meaning specified in Section 8.01.

          "TRADING DAY" has the meaning specified in Section 13.05.

          "TRIGGER EVENT" has the meaning specified in Section 13.05.

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

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

          "UNRESTRICTED GLOBAL SECURITY" means a Global Security representing
Securities which are not Restricted Securities.

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

          "VOTING STOCK" has the meaning specified in Section 11.08.

          SECTION 1.02. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act. Each
such certificate or opinion shall be given in the form of an Officer's
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirement set forth in this Indenture.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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


                                       8
<PAGE>

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

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

          SECTION 1.03. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

          Any certificate of an officer of the Company may be based, insofar as
it relates to legal matters, upon a certificate or opinion of, or
representations by, qualified counsel, unless such officer knows , or in the
exercise of reasonable care should know, that the certificate or representations
with respect to the matters upon which his certificate is based are erroneous.
Any such certificate or opinion of qualified counsel may be based, insofar as it
relates to factual matters, upon a certificate of, or representations by, an
officer or officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or representations with respect to such matters are erroneous.

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

          SECTION 1.04. Acts of Holders; Record Dates. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"ACT" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution


                                       9
<PAGE>

thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee reasonably deems
sufficient.

          (c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders entitled to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Holders. If not set by the Company prior to
the first solicitation of a Holder made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 7.01)
prior to such first solicitation or vote, as the case may be. With regard to any
record date, only the Holders on such date (or their duly designated proxies)
shall be entitled to give or take, or vote on, the relevant action.

          (d) The ownership of Securities shall be proved by the Security
Register.

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

          SECTION 1.05. Notices, Etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with:

               (i) the Trustee by any Holder or by the Company shall be
          sufficient for every purpose hereunder if made, given, furnished or
          filed in writing to or with the Trustee at Rodney Square North, 1100
          North Market Street, Wilmington, Delaware 19890, Attention: Corporate
          Trust Administration; or

               (ii) the Company by the Trustee or by any Holder shall be
          sufficient for every purpose hereunder (unless otherwise herein
          expressly provided) if in writing and mailed, first-class postage
          prepaid, to the Company addressed to it at the address of its
          principal office specified in the first paragraph of this instrument
          or at any other address previously furnished in writing to the Trustee
          by the Company, Attention: Chief Financial Officer.

          SECTION 1.06. Notice to Holders; Waiver. Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date
(if any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice. In


                                       10
<PAGE>

any case where notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders. Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

          In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

          SECTION 1.07. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act that is required under the Trust Indenture Act to be a part of and govern
this Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may be.

          SECTION 1.08. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

          SECTION 1.09. Successors and Assigns. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

          SECTION 1.10. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

          SECTION 1.11. Benefits of Indenture. Nothing in this Indenture or in
the Securities, express or implied, shall give to any Person, other than the
parties hereto and their respective successors hereunder and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

          SECTION 1.12. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

          SECTION 1.13. Legal Holiday. In any case where any Interest Payment
Date or Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date or at the Stated Maturity, provided that no interest
shall accrue with respect to such payment for the period from and after such
Interest Payment Date or Stated Maturity, as the case may be.


                                       11
<PAGE>

                                    ARTICLE 2

                                 SECURITY FORMS

          SECTION 2.01. Forms Generally. The Securities and the Trustee's
certificates of authentication shall be in substantially the forms set forth in
this Article, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor, the Internal Revenue Code of 1986,
as amended, and regulations thereunder, or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof.

          The Securities shall be issued in the form of permanent Global
Securities in registered form in substantially the form set forth in this
Article. The aggregate Principal Amount of the Global Securities may from time
to time be increased (but not, at any time, above $143,750,000) or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary,
as hereinafter provided.

          SECTION 2.02. Form of Face of Security [INCLUDE IF SECURITY IS A
RESTRICTED SECURITY -- THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY
ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

     (1) REPRESENTS THAT

     (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED INSTITUTIONAL
     BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT
     IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,

     (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (WITHIN THE MEANING OF
     RULE 501(a) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN
     "INSTITUTIONAL ACCREDITED INVESTOR") OR

     (C) IT IS NOT A US PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE
     SECURITIES ACT),

     (2) AGREES THAT IT WILL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY HEDGING
     TRANSACTIONS INVOLVING THIS SECURITY OR THE COMMON STOCK ISSUABLE UPON
     CONVERSION OF THIS SECURITY UNLESS IN COMPLIANCE WITH THE SECURITIES ACT,
     AND


                                       12
<PAGE>

     (3) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL,
     PLEDGE OR OTHERWISE TRANSFER THIS SECURITY, ANY BENEFICIAL INTEREST HEREIN
     OR ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY,
     PRIOR TO THE DATE THAT IS THE LATER OF (X) TWO YEARS AFTER THE LATER OF (1)
     THE ORIGINAL ISSUE DATE HEREOF AND (2) THE LAST DATE ON WHICH THE COMPANY
     OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
     PREDECESSOR OF THIS SECURITY) OR SUCH SHORTER PERIOD OF TIME AS PERMITTED
     BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION
     THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
     APPLICABLE LAW, OTHER THAN

     (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,

     (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER
     THE SECURITIES ACT,

     (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
     THE SECURITIES ACT,

     (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S
     UNDER THE SECURITIES ACT,

     (E) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000, TO AN INSTITUTIONAL
     ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE TRUSTEE A
     DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED
     FROM THE TRUSTEE) RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
     SECURITY, OR

     (F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
     THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT.

     PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (3)(C) OR (D)
     ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE
     OBTAINED FROM THE TRUSTEE OR TRANSFER AGENT, AS APPLICABLE) MUST BE
     DELIVERED TO THE TRUSTEE OR TRANSFER AGENT, AS APPLICABLE. PRIOR TO THE
     REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (3)(E) OR (F) ABOVE, THE
     COMPANY AND THE TRUSTEE OR TRANSFER AGENT, AS APPLICABLE, RESERVE THE RIGHT
     TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER
     EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
     PROPOSED


                                       13
<PAGE>

     TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE
     STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF
     ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
     ACT.

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

          THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE
BENEFITS OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF APRIL 5, 2002, ENTERED
INTO BY THE COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME
TO TIME.

          [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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


                                       14
<PAGE>

                                DOCUMENTUM, INC.

                     4.5% SENIOR CONVERTIBLE NOTES DUE 2007

No. [  ]                      CUSIP NO. [     ]                     U.S. $[    ]

          Documentum, Inc., a corporation duly organized and validly existing
under the laws of the State of Delaware (herein called the "COMPANY", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of [     ] United States Dollars ($     )
[INCLUDE IF SECURITY IS A GLOBAL SECURITY -- (which amount may from time to time
be increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary, in accordance with the rules and procedures of the
Depositary)] on April 1, 2007 and to pay interest on said principal sum
semi-annually on April 1 and October 1 of each year, commencing October 1, 2002
at the initial rate of 4.5% per annum to holders of record on the immediately
preceding March 15 and September 15, respectively. Interest on this Security
shall accrue from the most recent date to which interest has been paid, or if no
interest has been paid, from April 5, 2002, until the Principal Amount is paid
or duly made available for payment. Except as otherwise provided in the
Indenture, the interest payable on this Security pursuant to the Indenture on
any April 1 or October 1 will be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date, which shall be the March 15 or September 15 (whether
or not a Business Day) next preceding such April 1 or October 1, respectively;
provided that, any such interest not punctually paid or duly provided for shall
be payable as provided in the Indenture. Payment of the principal of and
interest accrued on this Security shall be made by check mailed to the address
of the Holder of this Security specified in the register of Securities, or, at
the option of the Holder of this Security, at the Corporate Trust Office, in
such lawful money of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts; provided,
however, that, with respect to any Holder of Securities with an aggregate
principal amount in excess of $2,000,000, at the request of such Holder in
writing to the Company, interest on such Holder's Securities shall be paid by
wire transfer (at the expense of such Holder or the Company) in immediately
available funds in accordance with the written wire transfer instruction
supplied by such Holder from time to time to the Trustee and Paying Agent (if
different from the Trustee) at least two days prior to the applicable Regular
Record Date; provided that any payment to the Depositary or its nominee shall be
paid by wire transfer in immediately available funds in accordance with the wire
transfer instruction supplied by the Depositary or its nominee from time to time
to the Trustee and Paying Agent (if different from Trustee) at least two days
prior to the applicable Regular Record Date.

          Reference is made to the further provisions of this Security set forth
on the reverse hereof, including, without limitation, provisions giving the
Company the right to repurchase this Security and the Holder of this Security
the right to convert this Security into Common Stock of the Company and the
right to require the Company to repurchase this Security upon certain events, in
each case, on the terms and subject to the limitations referred to on the
reverse hereof and as more fully specified in the Indenture. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.


                                       15
<PAGE>

          This Security shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in accordance
with and governed by the laws of said State.

          This Security shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually signed
by the Trustee or a duly authorized authenticating agent under the Indenture.

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

                                        DOCUMENTUM, INC.


                                        By: ___________________________
                                               Authorized Signatory

Attest:

By: _________________________
      Authorized Signatory


          SECTION 2.03. Form of Reverse of Security. This Security is one of a
duly authorized issue of Securities of the Company, designated as its 4.5%
Senior Convertible Securities due 2007 (herein called the "SECURITIES"), all
issued or to be issued under and pursuant to an Indenture dated as of April 5,
2002 (herein called the "INDENTURE"), between the Company and Wilmington Trust
Company (herein called the "TRUSTEE"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities.

          The indebtedness evidenced by the Securities is unsecured and
unsubordinated indebtedness of the Company and ranks equally with the Company's
other unsecured and unsubordinated indebtedness.

          Redemption at the Option of the Company. No sinking fund is provided
for the Securities. The Securities are redeemable in whole or, from time to
time, in part, at any time after the Non-Redemption Period, at the option of the
Company. If Securities are redeemed on a Redemption Date after the
Non-Redemption Period, the redemption prices (in each case, the "REDEMPTION
PRICE") (expressed as a percentage of Principal Amount) are as follows for
Securities redeemed during the periods set forth below:

<TABLE>
<CAPTION>
                                                                Redemption
Period                                                            Price
------                                                          ----------
<S>                                                             <C>

</TABLE>


                                       16
<PAGE>

<TABLE>
<S>                                                             <C>
Beginning on April 5, 2005 through April 1, 2006                  101.8%
Beginning on April 2, 2006 through March 31, 2007                 100.9%
</TABLE>

in each case together with accrued and unpaid interest and Additional Amounts,
if any, to, but excluding, the Redemption Date.

          Purchase By the Company upon a Fundamental Change. At the option of
the Holder and subject to the terms and conditions of the Indenture, the Company
shall become obligated to repurchase the Securities if a Fundamental Change
occurs at any time prior to April 1, 2007 at 100% of the Principal Amount plus
accrued and unpaid interest and Additional Amounts, if any, to, but excluding,
the Fundamental Change Repurchase Date (the "FUNDAMENTAL CHANGE REPURCHASE
PRICE"), which Fundamental Change Repurchase Price shall be paid in cash.

          Holders have the right to withdraw any Fundamental Change Repurchase
Notice, by delivering to the Paying Agent a written notice of withdrawal in
accordance with the provisions of the Indenture.

          If cash sufficient to pay the Fundamental Change Repurchase Price of
all Securities or portions thereof to be purchased on a Fundamental Change
Repurchase Date is deposited with the Paying Agent on the Fundamental Change
Repurchase Date, interest will cease to accrue on such Securities (or portions
thereof) immediately after such Fundamental Change Repurchase Date and the
Holder thereof shall have no other rights as such (other than the right to
receive the Fundamental Change Repurchase Price, upon surrender of such
Security).

          Conversion. Subject to the provisions of the Indenture, the Holder
hereof has the right, at its option, at any time following the date of issuance
of the Securities and prior to the close of business on the Business Day next
preceding April 1, 2007 (except that with respect to any Security or portion of
a Security which shall be called for redemption, prior to the close of business
on the Business Day next preceding the Redemption Date) (unless the Company
shall default in payment of the Redemption Price), to convert the Principal
Amount hereof or any portion of such principal which is $1,000 or an integral
multiple thereof, into that number of fully paid and non-assessable shares of
Common Stock, as said shares shall be constituted at the date of conversion,
obtained by dividing the Principal Amount of this Security or portion thereof to
be converted by the conversion price of $30.02 (the "CONVERSION PRICE") as
adjusted from time to time as provided in the Indenture, upon surrender of this
Security, together with a Conversion Notice as provided in the Indenture, to the
Company at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, or at the option of such Holder,
the Corporate Trust Office, and, unless the shares issuable on conversion are to
be issued in the same name as this Security, duly endorsed by, or accompanied by
instruments of transfer in form satisfactory to the Company duly executed by,
the Holder or by his duly authorized attorney. No adjustment in respect of
interest or dividends will be made upon any conversion; provided, however, that,
if this Security shall be surrendered for conversion during the period from the
close of business on any Regular Record Date for the payment of interest through
the close of business on the Business Day next preceding the following Interest
Payment Date, and has not been called for redemption on a Redemption Date that
occurs during such period, such Security (or portion thereof being converted)
must be


                                       17
<PAGE>

accompanied by an amount, in funds acceptable to the Company, equal to the
interest payable on such Interest Payment Date on the Principal Amount being
converted; provided, however, that no such payment shall be required if there
shall exist at the time of conversion a default (for which no special record
date for payment has occurred) in the payment of interest or Additional Amounts
on the Securities. No fractional shares will be issued upon any conversion, but
an adjustment and payment in cash will be made, as provided in the Indenture, in
respect of any fraction of a share which would otherwise be issuable upon the
surrender of any Securities for conversion. Securities in respect of which a
Holder is exercising its right to require repurchase on a Fundamental Change
Repurchase Date may be converted only if such Holder withdraws its election to
exercise such right in accordance with the terms of the Indenture. Any
Securities called for redemption, unless surrendered for conversion by the
Holders thereof on or before the close of business on the Business Day preceding
the date fixed for redemption, may be deemed to be redeemed from such Holders
for an amount equal to the applicable Redemption Price, by one or more
investment banks or other purchasers who may agree with the Company (i) to
purchase such Securities from the Holders thereof and convert them into shares
of the Common Stock and (ii) to make payment for such Securities as aforesaid to
the Trustee in trust for the Holders.

          [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of a deposit
or withdrawal of an interest in this Security, including an exchange, transfer,
repurchase or conversion of this Security in part only, the Trustee, as
custodian of the Depositary, shall make an adjustment on its records to reflect
such deposit or withdrawal in accordance with the rules and procedures of the
Depositary.]

          [INCLUDE IF SECURITY IS A RESTRICTED SECURITY -- Subject to certain
limitations in the Indenture, at any time when the Company is not subject to
Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as
amended, upon the request of a Holder of a Restricted Security, the Company will
promptly furnish or cause to be furnished Rule 144A Information (as defined
below) to such Holder of Restricted Securities, or to a prospective purchaser of
any such Security designated by any such Holder, to the extent required to
permit compliance by any such Holder with Rule 144A under the Securities Act of
1933, as amended (the "SECURITIES ACT"). "RULE 144A INFORMATION" shall be such
information as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto).]

          If an Event of Default shall occur and be continuing, the Principal
Amount plus interest accrued and Additional Amounts, if any, through such date
on all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of not
less than a majority in aggregate Principal Amount of the Outstanding
Securities. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate Principal Amount of the Outstanding
Securities, on behalf of the Holders of all the Securities, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such


                                       18
<PAGE>

consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

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

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the Principal Amount or Fundamental Change
Repurchase Price of, and interest and Additional Amounts, if any, on, this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in The City of New York, or at the option of
such Holder, the Corporate Trust Office, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate Principal Amount, will be issued to the
designated transferee or transferees.

          The Securities are issuable only in registered form in denominations
of $1,000 and any integral multiple of $1,000 above that amount. As provided in
the Indenture and subject to certain limitations therein set forth, Securities
are exchangeable for a like aggregate Principal Amount of Securities of a
different authorized denomination, as requested by the Holder surrendering the
same.

          No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be


                                       19
<PAGE>

overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

          THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

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


                                       20
<PAGE>

                                 ASSIGNMENT FORM

          If you want to assign this Security, fill in the form below and have
your signature guaranteed:

          I or we assign and transfer this Security to:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

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


          Date: __________________           Signed: ____________________

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

          Signature Guarantee: ___________________________________

          In connection with any transfer of this Security occurring prior to
the date which is the earlier of (i) the date of the declaration by the
Commission of the effectiveness of a registration statement under the Securities
Act of 1933, as amended (the "SECURITIES ACT"), covering resales of this
Security (which effectiveness shall not have been suspended or terminated at the
date of the transfer) and (ii) the later of (a) April 5, 2004 and (b) two years
after the last date on which the Company or an Affiliate of the Company was the
owner of the Security, the undersigned confirms that it has not utilized any
general solicitation or general advertising in connection with the transfer and
that this Security is being transferred:

                                   [Check One]

          (1)  [ ]  to the Company or a Subsidiary thereof; or

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

          (3)  [ ]  outside the United States to a "FOREIGN PERSON" in
                    compliance with Rule 904 of Regulation S under the
                    Securities Act; or

          (4)  [ ]  in a principal amount of not less than $100,000, to an
                    institutional "accredited investor" (as defined in Rule


                                       21
<PAGE>

                    501(a)(1), (2), (3) or (7) of Regulation D under the
                    Securities Act) inside the United States that, prior to such
                    transfer, furnishes to the Trustee a signed letter
                    containing certain representations and agreements relating
                    to the restrictions on transfer of this Security (the form
                    of which letter can be obtained from the Trustee), or

          (5)  [ ]  pursuant to the exemption from registration provided by
                    Rule 144 under the Securities Act, or

          (6)  [ ]  pursuant to an effective registration statement under the
                    Securities Act; or

          (7)  [ ]  pursuant to another available exemption from the
                    registration requirements of the Securities Act.

          Unless one of the boxes is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in the name of any
Person other than the registered Holder thereof, provided that if box (3), (4),
(5) or (7) is checked, the Company may require, prior to registering any such
transfer of the Securities, in its sole discretion, such legal opinions,
certifications and other information as the Company may reasonably request to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.

          If none of the foregoing boxes is checked, the Trustee or Security
Registrar shall not be obligated to register this Security in the name of any
Person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 3.10 of the Indenture
shall have been satisfied.


          Date: __________________           Signed: __________________________

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

          Signature Guarantee: ____________________________


                                       22
<PAGE>

              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

          The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "QUALIFIED
INSTITUTIONAL BUYER" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


          Date: __________________           Signed: __________________________

          NOTICE: To be executed by an executive officer.


                                       23
<PAGE>

                                CONVERSION NOTICE

          If you want to convert this Security into Common Stock of the Company,
check the box: [ ]

          To convert only part of this Security, state the Principal Amount to
be converted (which must be $1,000 or an integral multiple of $1,000):

          $______________________

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

________________________________________________________________________________
              (Insert other person's social security or tax ID no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
            (Print or type other person's name, address and zip code)

          Date: __________________           Signed: ____________________

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

          Signature Guarantee: _______________________________


                                       24
<PAGE>

          SECTION 2.04. Form of Trustee's Certificate of Authentication. This is
one of the Securities referred to in the within-mentioned Indenture.

Dated: April __, 2002

                                        Wilmington Trust Company,
                                                                      as Trustee


                                        By _____________________________________
                                                     Authorized Signor


          SECTION 2.05. Legend on Restricted Securities. During the period
beginning on April 5, 2002 and ending on the date that is the later of (a) two
years from such date and (b) two years from the last date on which the Company
or any Affiliate of the Company was the owner of such Security, any Security
including any Security issued in exchange therefor or in lieu thereof, shall be
deemed a "RESTRICTED SECURITY" and shall be subject to the restrictions on
transfer provided in the legends set forth on the face of the form of Security
in Section 2.02; provided, however, that the term "RESTRICTED SECURITY" shall
not include any Securities as to which restrictions have been terminated in
accordance with Section 3.05. All Securities shall bear the applicable legends
set forth on the face of the form of Security in Section 2.02. Except as
provided in Section 3.05 and Section 3.10, the Trustee shall not issue any
unlegended Security until it has received an Officer's Certificate from the
Company directing it to do so.

                                    ARTICLE 3

                                 THE SECURITIES

          SECTION 3.01. Title and Terms. The aggregate Principal Amount of
Securities which may be authenticated and delivered under this Indenture is
limited to $125,000,000 (subject to increase by up to $18,750,000 in the event
the Initial Purchaser exercise the option granted to them in the Purchase
Agreement), except for Securities authenticated and delivered upon registration
or transfer of, or in exchange for, or in lieu of, other Securities pursuant to
Sections 3.04, 3.05, 3.06 or 9.06.

          The Securities shall be known and designated as the "4.5% Senior
Convertible Notes due 2007" of the Company. The Principal Amount shall be
payable on April 1, 2007.

          The Principal Amount and accrued interest and Additional Amounts, if
any, on the Securities shall be payable at the office or agency of the Company
in The City of New York maintained for such purpose, or at the option of such
Holder, the Corporate Trust Office, and at any other office or agency maintained
by the Company for such purpose; provided, however, that


                                       25
<PAGE>

at the option of the Company payments may be made by wire transfer or by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

          The Securities shall not have the benefit of a sinking fund.

          The Securities shall not be superior in right of payment to, and shall
rank pari passu with, all other unsecured and unsubordinated indebtedness of the
Company.

          SECTION 3.02. Denominations. The Securities shall be issuable only in
registered form without coupons and in denominations of $1,000 and any integral
multiple of $1,000 above that amount.

          SECTION 3.03. Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Company by its chairman of the
board, the chief executive officer, the chief financial officer, the
comptroller, its vice chairman of the board, its president or one of its vice
presidents, under its corporate seal reproduced thereon attested by its
secretary or one of its assistant secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

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

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities. The Company Order shall specify
the amount of Securities to be authenticated, and shall further specify the
amount of such Securities to be issued as a Global Security or as Physical
Securities. The Trustee in accordance with such Company Order shall authenticate
and deliver such Securities as in this Indenture provided and not otherwise.

          Each Security shall be dated the date of its authentication.

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


                                       26
<PAGE>

          SECTION 3.04. Temporary Securities. Pending the preparation of
definitive Securities, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

          If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 10.02, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like Principal Amount of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.

          SECTION 3.05. Registration; Registration of Transfer and Exchange;
Restrictions on Transfer. (a) The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in
such office and in any other office or agency designated pursuant to Section
10.02 being herein sometimes collectively referred to as the "SECURITY
REGISTER") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed "Security Registrar" (the "SECURITY
REGISTRAR") for the purpose of registering Securities and transfers of
Securities as herein provided.

          Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 10.02 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate Principal
Amount and tenor, each such Security bearing such restrictive legends as may be
required by this Indenture (including Sections 2.02, 2.05, 3.10).

          At the option of the Holder and subject to the other provisions of
this Section 3.05 and to Section 3.10, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate Principal
Amount and tenor, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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


                                       27
<PAGE>

          Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing. As a condition to the
registration of transfer of any Restricted Securities, the Company or the
Trustee may require evidence satisfactory to them as to the compliance with the
restrictions set forth in the legend on such Securities.

          Except as provided in the following sentence and in Section 3.10, all
Securities originally issued hereunder and all Securities issued upon
registration of transfer or exchange or replacement thereof shall be Restricted
Securities and shall bear the legend required by Sections 2.02, 2.05 and
3.05(b), unless the Company shall have delivered to the Trustee (and the
Security Registrar, if other than the Trustee) a Company Order stating that the
Security is not a Restricted Security and may be issued without such legend
thereon. Securities which are issued upon registration of transfer of, or in
exchange for, Securities which are not Restricted Securities shall not be
Restricted Securities and shall not bear such legend.

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04 or 9.06 not involving any transfer.

          The Company shall not be required to exchange or register a transfer
of any Security (i) during the 15-day period immediately preceding the mailing
of any notice of redemption of any Security, (ii) after any notice of redemption
has been given to Holders of Securities, except, where such notice provides that
such Security is to be redeemed only in part, the Company shall be required to
exchange or register a transfer of the portion thereof not to be redeemed, (iii)
that has been surrendered for conversion or (iv) as to which a Fundamental
Change Repurchase Notice has been delivered and not withdrawn, except, where
such Fundamental Change Repurchase Notice provides that such Security is to be
purchased only in part, the Company shall be required to exchange or register a
transfer of the portion thereof not to be purchased.

          (b) Beneficial ownership of every Restricted Security shall be subject
to the restrictions on transfer provided in the legends required to be set forth
on the face of each Restricted Security pursuant to Sections 2.02 and 2.05,
unless such restrictions on transfer shall be terminated in accordance with this
Section 3.05(b) or 3.10. The Holder of each Restricted Security, by such
Holder's acceptance thereof, agrees to be bound by such restrictions on
transfer.

          The restrictions imposed by this Section 3.05 and Sections 2.02, 2.05
and 3.10 upon the transferability of any particular Restricted Security shall
cease and terminate upon delivery by the Company to the Trustee of an Officer's
Certificate stating that such Restricted Security has been sold pursuant to an
effective Resale Registration Statement under the Securities Act or transferred
in compliance with Rule 144 under the Securities Act (or any successor provision
thereto). Any Restricted Security as to which the Company has delivered to


                                       28
<PAGE>

the Trustee an Officer's Certificate that such restrictions on transfer shall
have expired in accordance with their terms or shall have terminated may, upon
surrender of such Restricted Security for exchange to the Security Registrar in
accordance with the provisions of this Section 3.05, be exchanged for a new
Security, of like tenor and aggregate Principal Amount, which shall not bear the
restrictive legends required by Sections 2.02 and 2.05. The Company shall inform
the Trustee in writing of the effective date of any Resale Registration
Statement registering the Securities under the Securities Act. The Trustee shall
not be liable for any action taken or omitted to be taken by it in good faith in
accordance with the aforementioned Resale Registration Statement.

          As used in the preceding two paragraphs of this Section 3.05, the term
"transfer" encompasses any sale, pledge, transfer or other disposition of any
Restricted Security.

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

          SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of like tenor and Principal Amount and bearing a number not contemporaneously
outstanding.

          If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of like tenor and Principal Amount and bearing a number not contemporaneously
outstanding.

          In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable or has been called for redemption
in full, the Company in its discretion may, instead of issuing a new Security,
pay such Security.

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

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


                                       29
<PAGE>

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

          SECTION 3.07. Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal on such Security (and interest, if the Securities have been converted
into semi-annual coupon notes) and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Company, the Trustee nor any agent
of the Company or the Trustee shall be affected by notice to the contrary.

          SECTION 3.08. Book-entry Provisions for Global Securities. (a) The
Global Securities initially shall (i) be registered in the name of the
Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee
as custodian for the Depositary and (iii) bear legends as set forth on the face
of the form of Security in Section 2.02.

          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 the Trustee as its custodian, or under the
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 the Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the
exercise of the rights of any Holder.

          (b) Transfers of the Global Securities shall be limited to transfers
in whole, but not in part, to the Depositary, its successors or their respective
nominees. Interests of beneficial owners in a Global Security may be transferred
or exchanged, in whole or in part, for Physical Securities in accordance with
the rules and procedures of the Depositary and the provisions of Section 3.10.
In addition, Physical Securities shall be transferred to all beneficial owners
in exchange for their beneficial interests in the Global Securities if (A) such
Depositary has notified the Company (or the Company becomes aware) that the
Depositary (i) is unwilling or unable to continue as Depositary for such Global
Security or (ii) has ceased to be a clearing agency registered under the
Exchange Act when the Depositary is required to be so registered to act as such
Depositary and, in both such cases, no successor Depositary shall have been
appointed within 90 days of such notification or of the Company becoming aware
of such event or (B) there shall have occurred and be continuing an Event of
Default with respect to such Global Security and the Outstanding Securities
shall have become due and payable pursuant to Section 5.02 and the Trustee
requests that Physical Securities be issued; provided that Holders of Physical
Securities offered and sold in reliance on Rule 144A shall have the right,
subject to applicable law, to request that such Securities be exchanged for
interests in the applicable Global Security.

          (c) In connection with any transfer or exchange of a portion of the
beneficial interest in the Global Security to beneficial owners pursuant to
paragraph (b), the Security


                                       30
<PAGE>

Registrar shall (if one or more Physical Securities are to be issued) reflect on
its books and records the date and a decrease in the Principal Amount of the
Global Security in an amount equal to the Principal Amount of the beneficial
interest in the Global Security to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or more Physical
Securities of like tenor and amount.

          (d) In connection with the transfer of the entire Global Security to
beneficial owners pursuant to paragraph (b), the Global Security shall be deemed
to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary in exchange for its beneficial interest in
the Global Security, an equal aggregate Principal Amount of Physical Securities
of authorized denominations and the same tenor.

          (e) Any Physical Security constituting a Restricted Security delivered
in exchange for an interest in the Global Security pursuant to paragraph (c) or
(d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of
Section 3.10, bear the legend regarding transfer restrictions applicable to the
Physical Securities set forth on the face of the form of Security in Section
2.02

          (f) The Holder of the Global Securities may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

          SECTION 3.09. Cancellation. The Company at any time may deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold. The Trustee shall cancel
and dispose of all Securities surrendered for registration of transfer,
exchange, payment, purchase, repurchase, redemption, conversion (pursuant to
Article 13 hereof) or cancellation in accordance with its customary practices.
If the Company shall acquire any of the Securities, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee for
cancellation. The Company may not issue new Securities to replace Securities it
has paid in full or delivered to the Trustee for cancellation.

          SECTION 3.10. Special Transfer Provisions. (a) Transfers to Non-U.S.
Persons. The following provisions shall apply with respect to the registration
of any proposed transfer of a Security constituting a Restricted Security to any
Non-U.S. Person to which Securities in the form of Global Securities cannot be
issued:

               (i) the Security Registrar shall register the transfer of any
          Security constituting a Restricted Security, whether or not such
          Security bears the legend required by Sections 2.02 and 2.05, if (x)
          the requested transfer is after the later of (a) April 5, 2004 and (b)
          two years from the last date on which the Company or any Affiliate of
          the Company was the owner of such Security or (y) the proposed
          transferor has delivered to the Security Registrar a certificate
          substantially in the


                                       31
<PAGE>

          form of EXHIBIT A hereto, together with such other certifications,
          legal opinions or other information as the Company may reasonably
          require to confirm that such transfer is being made pursuant to an
          exemption from, or in a transaction not subject to, the registration
          requirements of the Securities Act; and

               (ii) if the proposed transferor is an Agent Member holding a
          beneficial interest in the Global Security, upon receipt by the
          Security Registrar of (x) the certificate, if any, required by
          paragraph (i) above and instructions given in accordance with the
          Depositary's and the Security Registrar's procedures,

whereupon (1) the Security Registrar shall reflect on its books and records the
date and (if the transfer does not involve a transfer of outstanding Physical
Securities) a decrease in the Principal Amount of the Global Security in an
amount equal to the Principal Amount of the beneficial interest in the Global
Security to be transferred, and (b) the Company shall execute and the Trustee
shall authenticate and deliver one or more Physical Securities of like tenor and
amount.

          (b) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Security constituting
a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

               (i) the Security Registrar shall register the transfer if such
          transfer is being made by a proposed transferor who has checked the
          box provided for on the form of Security stating, or has otherwise
          advised the Company and the Security Registrar in writing, that the
          sale has been made in compliance with the provisions of Rule 144A to a
          transferee who has signed the certification provided for on the form
          of Security stating, or has otherwise advised the Company and the
          Security Registrar in writing, that it is purchasing the Security for
          its own account or an account with respect to which it exercises sole
          investment discretion and that it and any such account is a QIB within
          the meaning of Rule 144A, and is aware that the sale to it is being
          made in reliance on Rule 144A and acknowledges that it has received
          such information regarding the Company as it has requested pursuant to
          Rule 144A or has determined not to request such information and that
          it is aware that the transferor is relying upon its foregoing
          representations in order to claim the exemption from registration
          provided by Rule 144A; and

               (ii) if the proposed transferee is an Agent Member, and the
          Securities to be transferred consist of Physical Securities which
          after transfer are to be evidenced by an interest in the Global
          Security, upon receipt by the Security Registrar of instructions given
          in accordance with the Depositary's and the Security Registrar's
          procedures, the Security Registrar shall reflect on its books and
          records the date and an increase in the Principal Amount of the Global
          Security in an amount equal to the Principal Amount of the Physical
          Securities to be transferred, and the Trustee shall cancel the
          Physical Securities so transferred.

          (c) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Securities not bearing the legends required by
Sections 2.02, 2.05 and 3.05(b), the Security Registrar shall deliver Securities
that do not bear such legends. Upon the


                                       32
<PAGE>

registration of transfer, exchange or replacement of Securities bearing the
legends required by Sections 2.02, 2.05 and 3.05(b), the Security Registrar
shall deliver only Securities that bear such legends unless (i) the circumstance
contemplated by paragraph (a)(i)(x) of this Section 3.10 exists or (ii) there is
delivered to the Security Registrar an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act.

          (d) General. By its acceptance of any Security bearing the legends
required by Sections 2.02 and 2.05, each Holder of such a Security acknowledges
the restrictions on transfer of such Security set forth in this Indenture and in
such legends and agrees that it will transfer such Security only as provided in
this Indenture.

          The Security Registrar shall retain, in accordance with its customary
procedures, copies of all letters, notices and other written communications
received pursuant to this Section 3.10. The Company shall have the right to
inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Security Registrar.

                                    ARTICLE 4

                           SATISFACTION AND DISCHARGE

          SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

          (a) either

               (i) all Securities theretofore authenticated and delivered (other
          than (A) Securities which have been destroyed, lost or stolen and
          which have been replaced or paid as provided in Section 3.06 and (B)
          Securities for whose payment money has theretofore been deposited with
          the Trustee in trust or segregated and held in trust by the Company
          and thereafter repaid to the Company or discharged from such trust as
          provided in Section 10.03) have been delivered to the Trustee for
          cancellation; or

               (ii) all such Securities not theretofore delivered to the Trustee
          for cancellation have become due and payable due to their Stated
          Maturity or due to the Company's election of its right to redeem such
          Securities and the Company has deposited or caused to be deposited
          with the Trustee as trust funds in trust for the purpose an amount
          sufficient to pay and discharge the entire indebtedness


                                       33
<PAGE>

          evidenced by such Securities not theretofore delivered to the Trustee
          for cancellation, for principal and interest to the date of such
          deposit;

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

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

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of Clause (a) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.

          SECTION 4.02. Application of Trust Money. Subject to the provisions of
the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the trustee may determine, to the Persons entitled thereto, of
the principal and interest and Additional Amounts, if any, for whose payment
such money has been deposited with the Trustee.

                                    ARTICLE 5

                                    REMEDIES

          SECTION 5.01. Events of Default. "EVENT OF DEFAULT", wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

          (a) default in the payment of the Principal Amount, Redemption Price
     or Fundamental Change Repurchase Price on any Security when it becomes due
     and payable; or

          (b) default in the payment of interest upon any Security, when such
     interest becomes due and payable, and continuance of such default for a
     period of 30 days; or

          (c) default in the performance of any covenant, agreement or condition
     of the Company in this Indenture or the Securities (other than a default
     specified in (a) or (b) above), and continuance of such default for a
     period of 60 days (or, in the case of a default by the Company of its
     obligations under Section 11.08(c), 30 days) after there has been given, by
     registered or certified mail, to the Company by the Trustee or to the
     Company and the Trustee by the Holders of at least 25% in aggregate
     Principal Amount


                                       34
<PAGE>

     of the Outstanding Securities a written notice specifying such default and
     requiring it to be remedied and stating that such notice is a "NOTICE OF
     DEFAULT" hereunder; or

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

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

          (f) the failure by the Company or any of its significant subsidiaries
     to make any payment at maturity, including any applicable grace period,
     with respect to any indebtedness (other than indebtedness for which there
     is no recourse to the Company or its significant subsidiaries) of, or
     guaranteed or assumed by, the Company or its significant subsidiaries, in a
     principal amount then outstanding in excess of $10,000,000 in the aggregate
     for all such indebtedness and the continuance of such failure for a period
     of 30 days after there shall have been given, by registered or certified
     mail, to the Company by the Trustee or to the Company and the Trustee by
     Holders of at least 25% in aggregate Principal Amount of the Outstanding
     Securities, a written notice specifying such default and requiring the
     Company to cause such default to be cured or waived and stating that such
     notice is a "Notice of Default" hereunder; or

          (g) the default on the part of the Company or any of its significant
     subsidiaries with respect to any indebtedness (other than indebtedness for
     which there is no recourse to the Company or its significant subsidiaries)
     of, or guaranteed or assumed by, the Company or its significant
     subsidiaries, in a principal amount then outstanding in excess of
     $10,000,000 in the aggregate for all such indebtedness, which default shall
     have


                                       35
<PAGE>

     caused the acceleration of such indebtedness so that it becomes due and
     payable prior to the date on which it would otherwise have become due and
     payable, and such acceleration shall not have been rescinded or annulled
     for a period of 30 days after there shall have been given, by registered or
     certified mail, to the Company by the Trustee or to the Company and the
     Trustee by Holders of at least 25% in aggregate Principal Amount of the
     Outstanding Securities, a written notice specifying such default and
     requiring the Company to cause such default to be cured or waived or such
     acceleration to be rescinded or annulled and stating that such notice is a
     "Notice of Default" hereunder.

          For purposes of the above, "SIGNIFICANT SUBSIDIARY" shall have the
meaning given to that term in Rule 1-02 of Regulation S-X under the Exchange
Act, except that references to income from continuing operations are changed to
revenues.

          SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. (a)
If an Event of Default (other than those specified in Sections 5.01(d) and
5.01(e)) occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in aggregate Principal Amount of the
Outstanding Securities may declare the Principal Amount plus accrued and unpaid
interest and Additional Amounts, if any, on all the Outstanding Securities to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such Principal
Amount plus accrued and unpaid interest and Additional Amounts, if any, shall
become immediately due and payable.

          Notwithstanding the foregoing, in the case of an Event of Default
specified in Sections 5.01(d) or 5.01(e), the Principal Amount plus accrued and
unpaid interest and Additional Amounts, if any, on all Outstanding Securities
will ipso facto become due and payable without any declaration or other Act on
the part of the Trustee or any Holder.

          (b) At any time after such a declaration of acceleration has been made
     and before a judgment or decree for payment of the money due has been
     obtained by the Trustee as hereinafter in this Article provided, the
     Holders of a majority in aggregate Principal Amount of the Outstanding
     Securities, by written notice to the Company and the Trustee, may rescind
     and annul such declaration and its consequences if

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

                    (A) all overdue interest on all Securities,

                    (B) the Principal Amount plus accrued and unpaid interest
               and Additional Amounts, if any, Redemption Price or Fundamental
               Change Repurchase Price, as applicable, on any Securities which
               have become due otherwise than by such declaration of
               acceleration, and

                    (C) all sums paid or advanced by the Trustee hereunder and
               the reasonable compensation, expenses, disbursements and advances
               of the Trustee, its agents and counsel, and any other amounts due
               the Trustee under Section 6.07; and


                                       36
<PAGE>

               (ii) all Events of Default, other than the non-payment of the
          Principal Amount plus accrued and unpaid interest and Additional
          Amounts, if any, on Securities which have become due solely by such
          declaration of acceleration, have been cured or waived as provided in
          Section 5.13.

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

          SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

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

               (ii) default is made in the payment of the Principal Amount plus
          accrued and unpaid interest and Additional Amounts, if any, at the
          Maturity thereof or in the payment of the Redemption Price or the
          Fundamental Change Repurchase Price in respect of any Security,

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

          If an Event of Default with respect to the Securities occurs and is
continuing, the Trustee shall, subject to applicable law, proceed to protect and
enforce its rights and the rights of the Holders by such appropriate judicial
proceedings as the Trustee shall deem appropriate, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy;
provided that it has been afforded satisfactory indemnity therefor by the
Holders in advance of any such action.

          SECTION 5.04. Trustee May File Proofs of Claim. In case of any
judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have claims of the
Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and any other
amounts due the Trustee under Section 6.07.


                                       37
<PAGE>

          No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

          SECTION 5.05. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07, be for the ratable benefit of the
Holders of the Securities in respect of which such judgment has been recovered.

          SECTION 5.06. Application of Money Collected. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money to Holders, upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
6.07;

          SECOND: To the payment of the amounts then due and unpaid on the
Securities for the Principal Amount, Redemption Price, Fundamental Change
Repurchase Price or interest and Additional Amounts, if any, as the case may be,
in respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities; and

          THIRD: To the payment of the remainder, if any, to the Company or any
other person lawfully entitled thereto.

          SECTION 5.07. Limitation on Suits. No Holder of any Security shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder (other than in the case of an Event of Default specified
in Section 5.01(a) or 5.01(b)), unless:

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

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

               (iii) such Holder or Holders have offered to the Trustee
          reasonably satisfactory advancement of reasonable expenses and
          indemnity against the costs,


                                       38
<PAGE>

          expenses and liabilities to be incurred in compliance with such
          request; provided that this obligation of such Holder or Holders shall
          survive termination of the trust and removal or resignation of the
          Trustee (other than for gross negligence or willful misconduct with
          respect to the performance of its duties hereunder);

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

               (v) no direction inconsistent with such written request has been
          given to the Trustee during such 60-day period by the Holders of a
          majority in aggregate Principal Amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

          SECTION 5.08. Unconditional Right of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of the Principal Amount, Redemption Price, Fundamental Change
Repurchase Price or interest and Additional Amounts, if any, in respect of the
Securities held by such Holder, on or after the respective due dates expressed
in the Securities or any Redemption Date or Fundamental Change Purchase Date, as
applicable, and to convert the Securities in accordance with Article 13, or to
bring suit for the enforcement of any such payment on or after such respective
dates or the right to convert, shall not be impaired or affected adversely
without the consent of such Holder.

          SECTION 5.09. Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

          SECTION 5.10. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.06, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


                                       39
<PAGE>

          SECTION 5.11. Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

          SECTION 5.12. Control by Holders. The Holders of a majority in
Principal Amount of the Outstanding Securities shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee,
provided that:

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

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

               (iii) the Trustee may decline to take any action that would
          benefit some Securityholder to the detriment of other Securityholders.

          SECTION 5.13. Waiver of Past Defaults. The Holders of not less than a
majority in Principal Amount of the Outstanding Securities may on behalf of the
Holders of all the Securities waive any past default hereunder and its
consequences, except a default:

               (i) Described in Section 5.01(a) or (b), or

               (ii) in respect of a covenant or provision hereof which under
          Article 9 cannot be modified or amended without the consent of the
          Holder of each Outstanding Security affected.

          Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

          SECTION 5.14. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, in either case in respect of
the Securities, a court may require any party litigant in such suit to file an
undertaking to pay the costs of the suit, and the court may assess reasonable
costs, including reasonable attorney's 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; but the provisions of this Section shall not apply
to any suit instituted by the Company, to any suit instituted by the Trustee, to
any suit instituted by any Holder or group of Holders holding in the aggregate
more than 10% in Principal Amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the Principal
Amount or interest on any Security on or after Maturity of such Security, the
Redemption Price or the Fundamental Change Repurchase Price.


                                       40
<PAGE>

          SECTION 5.15. Waiver of Stay or Extension Laws. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay, or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                    ARTICLE 6

                                   THE TRUSTEE

          SECTION 6.01. Certain Duties and Responsibilities. The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act.
In case an Event of Default with respect to the Securities has occurred (which
has not been cured or waived), the Trustee shall exercise the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs. Notwithstanding the
foregoing or anything to the contrary in the Indenture, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

          SECTION 6.02. Notice of Defaults. The Trustee shall give the Holders
notice of any default hereunder within 30 days after the occurrence thereof;
provided, that in the case of any default in the payment of Principal Amount or
interest on any of the Securities, Redemption Price or Fundamental Change
Repurchase Price, the Trustee shall be protected in withholding such notice if
and so long as a trust committee of directors or trustees and/or a Responsible
Officer of the Trustee in good faith determines that the withholding of such
notice is in the interest of the holders of Securities. For the purpose of this
Section, the term "DEFAULT" means any event which is, or after notice or lapse
of time or both would become, an Event of Default.

          SECTION 6.03. Certain Rights of Trustee. Subject to the provisions of
Section 6.01:

          (a) the Trustee may conclusively rely and shall be protected in acting
     or refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document believed by it to be genuine and to have been signed or presented
     by the proper party or parties;


                                       41
<PAGE>

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

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

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

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

          (f) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit;

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

          (h) the Trustee shall not be charged with knowledge of any Default or
     Event of Default with respect to the Securities unless either (i) a
     Responsible Officer shall have actual knowledge of such Default or Event of
     Default or (ii) written notice of such Default or Event of Default shall
     have been given to and received by the Trustee by the Company or any other
     obligor on such Securities or by any Holder of such Securities;

          (i) the Trustee shall not be liable for any action taken, suffered or
     omitted by it in good faith and believed by it to be authorized or within
     the discretion or rights or powers conferred upon it by this Indenture;

          (j) the rights, privileges, protections, immunities and benefits given
     to the Trustee, including, without limitation, its right to be indemnified,
     are extended to, and shall be enforceable by, the Trustee in each of its
     capacities hereunder, and each agent, custodian and other Person employed
     to act hereunder (including, but not limited to, any Trustee hereunder, in
     its individual capacity, and with respect to each of its officers,
     directors, employees and agents),


                                       42
<PAGE>

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

          (l) the rights, privileges, protections, immunities and benefits given
     to the Trustee, and each agent, custodian and other Person employed to act
     hereunder (including, but not limited to, any Trustee hereunder, in its
     individual capacity, and with respect to each of its officers, directors,
     employees and agents) shall survive the termination of the trust and the
     resignation or removal of the Trustee.

          SECTION 6.04. Not Responsible for Recitals. The recitals contained
herein and in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Company of Securities or the proceeds thereof.

          SECTION 6.05. May Hold Securities. The Trustee, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Security Registrar or such
other agent.

          SECTION 6.06. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

          SECTION 6.07. Compensation and Reimbursement. The Company agrees:

               (i) to pay to the Trustee from time to time reasonable
          compensation for all services rendered by it hereunder (which
          compensation shall not be limited by any provision of law in regard to
          the compensation of a trustee of an express trust);

               (ii) except as otherwise expressly provided herein, to reimburse
          the Trustee upon its request for all reasonable expenses,
          disbursements and advances incurred or made by the Trustee in
          accordance with any provision of this Indenture (including the
          reasonable compensation and the expenses and disbursements of its
          agents and counsel), except any such expense, disbursement or advance
          as may be attributable to its gross negligence or bad faith; and

               (iii) to indemnify the Trustee and any predecessor Trustee for,
          and to hold it harmless against, any loss, liability or expense
          including taxes (other than taxes based upon, measured by or
          determined by the income of the Trustee)


                                       43
<PAGE>

          incurred without gross negligence or bad faith on its part, arising
          out of or in connection with the acceptance or administration of this
          trust, including the reasonable costs and expenses of defending itself
          against any claim (whether assessed by the Company, by any Holder or
          any other Person) or liability in connection with the exercise or
          performance of any of its powers or duties hereunder.

          The obligations of the Company under this Section 6.07 shall survive
the resignation or removal of the Trustee and the satisfaction and discharge of
this Indenture. To secure the Company's payment obligations in this Section
6.07, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee. Such lien shall survive the
resignation or removal of the Trustee and the satisfaction and discharge of this
Indenture. When the Trustee incurs expenses or renders services after a Default
or an Event of Default specified in Sections 5.01(d) or 5.01(e) hereof 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 U.S. Code, Title 11 or any other similar foreign, federal
or state law for the relief of debtors.

          SECTION 6.08. Disqualification; Conflicting Interests. If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.

          SECTION 6.09. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

          SECTION 6.10. Resignation and Removal; Appointment of Successor. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.11.

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

          (c) The Trustee may be removed at any time by Act of the Holders of
two-thirds in Principal Amount of the Outstanding Securities, delivered to the
Trustee and to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to


                                       44
<PAGE>

the Trustee within 30 days after the notice of removal, the Trustee being
removed may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities.

          (d) If at any time:

               (i) the Trustee shall fail to comply with Section 6.08 after
          written request therefor by the Company or by any Holder who has been
          a bona fide Holder of a Security for at least six months, or

               (ii) the Trustee shall cease to be eligible under Section 6.09
          and shall fail to resign after written request therefor by the Company
          or by any such Holder, or

               (iii) the Trustee shall become incapable of acting or shall be
          adjudged a bankrupt or insolvent, or

               (iv) a receiver of the Trustee or of its property shall be
          appointed or any public officer shall take charge or control of the
          Trustee or of its property or affairs for the purpose of
          rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company by a Company Order may remove the
Trustee, or (B) subject to Section 5.14 any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

          (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Company Order, shall promptly appoint a successor Trustee. If no
successor Trustee shall have been so appointed by the Company and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee.

          (f) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 1.06. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

          SECTION 6.11. Acceptance of Appointment by Successor. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring


                                       45
<PAGE>

Trustee hereunder. Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts.

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

          SECTION 6.12. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

          SECTION 6.13. Preferential Collection of Claims Against. If and when
the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Securities), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Company (or
any such other obligor); provided that, in accordance with the Indenture and the
Trust Indenture Act, the Trustee shall be entitled to the payment and receipt of
any and all compensation, indemnity, fees, expenses, costs and/or reimbursements
to which it is entitled under this Indenture, including, but not limited to
Sections 5.07 and 6.07.

                                    ARTICLE 7

                      HOLDERS' LISTS AND REPORTS BY TRUSTEE

          SECTION 7.01. Company to Furnish Trustee Names and Addresses of
Holders. The Company will furnish or cause to be furnished to the Trustee:

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

               (ii) at such other times as the Trustee may request in writing,
          within 30 days after the receipt by the Company of any such request, a
          list of similar form and content as of a date not more than 15 days
          prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar; provided, however, that no such list need be
furnished so long as the Trustee is acting as Security Registrar.


                                       46
<PAGE>

          SECTION 7.02. Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

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

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

          SECTION 7.03. Reports by Trustee. (a) The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto.

          (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when the Securities are listed on any stock exchange.

          SECTION 7.04. Reports by Company. The Company shall file with the
Trustee and the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 15 days after the same is so required to
be filed with the Commission. In the event the Company is not subject to Section
13 or 15(d) of the Exchange Act, it shall file with the Trustee upon request the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act. 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 Officer's Certificates). It is expressly
understood that materials transmitted electronically (simultaneously or promptly
confirmed by notice by fax or mail indicating the manner and location by which
such materials may be electronically accessed) by the Company to the Trustee
shall be deemed filed with the Trustee for purposes of this Section 7.04.

                                    ARTICLE 8

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


                                       47
<PAGE>

          SECTION 8.01. Company May Consolidate, Etc., Only on Certain Terms.
The Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person (which conveyance, transfer or lease shall not be deemed to include a
grant by the Company of a security interest in such properties or assets in
connection with a financing arrangement), and the Company shall not permit any
Person to consolidate with or merge into the Company or convey, transfer or
lease its properties and assets substantially as an entirety to the Company,
unless:

               (i) in case the Company shall consolidate with or merge with
          another Person or convey, transfer or lease its properties and assets
          substantially as an entirety to any Person, either the Company shall
          be the continuing Person or the Person formed by such consolidation or
          into which the Company is merged or the Person which acquires by
          conveyance or transfer, or which leases, the properties and assets of
          the Company substantially as an entirety shall be a corporation (the
          "SURVIVING ENTITY") organized and validly existing under the laws of
          the United States of America, any State thereof or the District of
          Columbia and the Surviving Entity shall expressly assume, by an
          indenture supplemental hereto, executed and delivered to the Trustee,
          in form and substance reasonably satisfactory to the Trustee, the due
          and punctual payment of the principal of and interest on all the
          Securities and the performance or observance of every covenant of this
          Indenture on the part of the Company to be performed or observed;

               (ii) immediately after giving effect to a transaction described
          in (i), no Event of Default, and no event which, after notice or lapse
          of time or both, would become an Event of Default, shall have happened
          and be continuing; and

               (iii) the Company or the Surviving Entity has delivered to the
          Trustee an Officer's Certificate and an Opinion of Counsel, each
          stating that such consolidation, merger, conveyance, transfer or lease
          and, if a supplemental indenture is required in connection with such
          transaction, such supplemental indenture comply with this Article.

          SECTION 8.02. Successor Substituted. Upon any consolidation of the
Company with, or merger of the Company into, any other Person or any conveyance,
transfer or lease of the properties and assets of the Company substantially as
an entirety in accordance with Section 8.01, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                    ARTICLE 9

                             SUPPLEMENTAL INDENTURES


                                       48
<PAGE>

          SECTION 9.01. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form reasonably satisfactory to
the Trustee, for any of the following purposes:

               (i) to evidence the succession of another Person to the Company
          and the assumption by any such successor of the covenants of the
          Company herein and in the Securities; or

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

               (iii) to add any additional Events of Default for the benefit of
          the Holders; or

               (iv) to cure any ambiguity, omission, or defect, to correct or
          supplement any provision herein which may be inconsistent with any
          other provision herein, or to make any other provisions with respect
          to matters or questions arising under this Indenture which shall not
          be inconsistent with the provisions of this Indenture, provided that
          such action pursuant to this Clause (iv) shall not adversely affect
          the interests of the Holders in any material respect; or

               (v) to convey, transfer, assign, mortgage or pledge to the
          Trustee as security for the Securities any property or assets; or

               (vi) to evidence the succession of another corporation to the
          Company, and the assumption by the successor corporation of the
          covenants, agreements and obligations of the Company pursuant to the
          Section 8.01; or

               (vii) make any changes or modifications to the Indenture
          necessary in connection with registration of the Securities under the
          Securities Act or the qualification of this Indenture under the Trust
          Indenture Act;

               (viii) to provide for uncertificated convertible notes; or

               (ix) make any change that does not adversely affect the rights of
          any Holder.

          SECTION 9.02. Supplemental Indentures with Consent of Holders. With
the consent of the Holders of not less than a majority in Principal Amount of
the Outstanding Securities, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,


                                       49
<PAGE>

               (i) make any change in the Regular Record Dates or Interest
          Payment Dates or rate of interest or extend the time for payment of
          interest, if any, on any Security; or

               (ii) reduce the Principal Amount of or extend the Stated Maturity
          of any Security; or

               (iii) reduce the Redemption Price or Fundamental Change
          Repurchase Price of any Security; or

               (iv) make any Security payable in money or securities other than
          that stated in the Security; or

               (v) make any change that adversely affects the right to convert
          any Security; or

               (vi) make any change that adversely affects the right to require
          the Company to purchase the Securities in accordance with the terms
          thereof and this Indenture; or

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

               (viii) reduce the percentage in Principal Amount of the
          Outstanding Securities, the consent of whose Holders is required for
          any such supplemental indenture, or the consent of whose Holders is
          required for any waiver of compliance with certain provisions of this
          Indenture or certain defaults hereunder and their consequences
          provided for in this Indenture; or

               (ix) modify any of the provisions of this Section or Section
          5.13, except to increase any such percentage or to provide that
          certain other provisions of this Indenture cannot be modified or
          waived without the consent of the Holder of each Outstanding Security
          affected thereby.

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

          SECTION 9.03. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, in addition to the documents
required by Section 1.02, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.


                                       50
<PAGE>

          SECTION 9.04. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

          SECTION 9.05. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act.

          SECTION 9.06. Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article shall bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities.

                                   ARTICLE 10

                                    COVENANTS

          SECTION 10.01. Payments. The Company shall duly and punctually make
all payments in respect of the Securities in accordance with the terms of the
Securities and this Indenture.

          SECTION 10.02. Maintenance of Office or Agency. The Company shall
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Securities may be presented or surrendered for payment, where Securities
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Securities and this
Indenture may be served; provided that this Section 10.02 need not be complied
with as to location so long as the Company's outstanding, publicly-traded Common
Stock is quoted solely on the Nasdaq National Market; provided, further, that
such office or agency shall initially be the Corporate Trust Office of the
Trustee. The Company shall give prompt written notice to the Trustee and the
Holders of the location, and any change in the location, of such office or
agency. Within 30 days of receipt of such notice, the Trustee shall notify the
Holders of such change. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies (in or outside the Borough of Manhattan, The City of New
York) where the Securities may be presented or surrendered for any or all such
purposes and may from time to time rescind


                                       51
<PAGE>

such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in the Borough of Manhattan, The City of New York, for such purposes.
The Company shall give prompt written notice to the Trustee and the Holders of
any such designation or rescission and of any change in the location of any such
other office or agency. Within 30 days of receipt of such notice, the Trustee
shall notify the Holders of such change.

          SECTION 10.03. Money for Security Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent, it shall, on or before
each due date of any payment in respect of any of the Securities, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to make the payment so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and shall promptly notify
the Trustee of its action or failure so to act.

          Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of any payment in respect of any Securities, deposit with
a Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

          The Company shall cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (i) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and (ii) during the continuance of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent as such.

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

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the making of payments in respect of any Security
and remaining unclaimed for two years (or such shorter period under applicable
state escheat laws) after such payment has become due shall be paid to the
Company on Company Request or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York,


                                       52
<PAGE>

notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining shall be repaid to the
Company.

          SECTION 10.04. Statement by Officers as to Default. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company ending after the date hereof, an Officer's Certificate, stating whether
or not to the best knowledge of the signers thereof the Company is in default in
the performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof and proposals and efforts taken to
remedy any such defaults of which they may have knowledge.

          SECTION 10.05. Existence. Subject to Article 8, the Company shall do
or cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such right or
franchise if the Board of Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders.

          SECTION 10.06. Reports and Delivery of Certain Information. Whether or
not required by the rules and regulations of the Commission, so long as any
Securities are outstanding, the Company shall furnish to the Trustee (i) all
quarterly and annual financial information that is substantially equivalent to
that which would be required to be contained in a filing with the Commission on
Forms 10-Q and 10-K if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" section and, with respect to the annual information only, a report
thereon by the Company's certified independent accountants and (ii) all reports
that are substantially equivalent to that which would be required to be filed
with the Commission on Form 8-K if the Company were required to file such
reports; provided that in each case the delivery of materials to the Trustee by
electronic means (simultaneously or promptly confirmed by notice by fax or mail
indicating the manner and location by which such materials may be electronically
accessed) shall be deemed to be "furnished" to the Trustee for purposes of this
Section 10.06. In addition, whether or not required by the rules and regulations
of the Commission, the Company shall file a copy of all such information with
the Commission for public availability (unless the Commission will not accept
such a filing) and make such information available to investors who request it
in writing. So long as any of the Securities remain Outstanding, the Company
shall make available to any prospective purchaser of Securities or beneficial
owner of Securities in connection with any sale thereof the information required
by Rule 144A(d)(4) under the Securities Act, until the earlier of (a) such time
as the Holders thereof have disposed of such Securities pursuant to an effective
Resale Registration Statement under the Securities Act and (b) the later of (1)
April 5, 2004 and (2) two years from the last date on which the Company or any
Affiliate of the Company was the owner of such Security.

          SECTION 10.07. Resale of Certain Securities. During the period
beginning on the Issue Date and ending on the date that is two years from the
Issue Date, the Company shall not, and shall not permit any of its "AFFILIATES"
(as defined under Rule 144 under the Securities


                                       53
<PAGE>

Act or any successor provision thereto) to, resell any Securities which
constitute "RESTRICTED SECURITIES" under Rule 144 that have been reacquired by
any of them. The Trustee shall have no responsibility in respect of the
Company's performance of its agreement in the preceding sentence.

          SECTION 10.08. Book-Entry System. If the Securities cease to trade in
the Depositary's book-entry settlement system, the Company covenants and agrees
that it shall use reasonable efforts to make such other book-entry arrangements
that it determines are reasonable for the Securities.

          SECTION 10.09. Additional Amounts under the Registration Rights
Agreement. If at any time Additional Amounts become payable by the Company
pursuant to the Registration Rights Agreement, the Company shall promptly
deliver to the Trustee a certificate to that effect and stating (i) the amount
of such Additional Amounts that are payable and (ii) the date on which such
Additional Amounts are payable pursuant to the terms of the Registration Rights
Agreement. Unless and until a Responsible Officer of the Trustee receives such a
certificate, the Trustee may assume without inquiry that no Additional Amounts
are payable. If the Company has paid Additional Amounts directly to the Persons
entitled to such Additional Amounts, the Company shall deliver to the Trustee a
certificate setting forth the particulars of such payment.

                                   ARTICLE 11

                            REDEMPTION AND PURCHASES

          SECTION 11.01. Right to Redeem; Notices to Trustee. The Company, at
its option, may redeem the Securities in accordance with the provisions of the
Securities and the Indenture. If the Company elects to redeem Securities, it
shall notify the Trustee in writing of the Redemption Date, the Principal Amount
of Securities to be redeemed and the Redemption Price.

          The Company shall give the notice to the Trustee provided for in this
Section 11.01 by a Company Order, at least 30 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee).

          SECTION 11.02. Selection of Securities to Be Redeemed. If less than
all the Securities are to be redeemed, the Trustee shall select the Securities
to be redeemed pro rata or by lot or by any other method the Trustee considers
fair and appropriate (so long as such method is not prohibited by the rules of
any stock exchange on which the Securities are then listed). The Trustee shall
make the selection within 7 days from its receipt of the notice from the Company
delivered pursuant to the second paragraph of Section 11.01 from Outstanding
Securities not previously called for redemption.

          Securities and portions of them the Trustee selects shall be in
Principal Amounts of $1,000 or integral multiples of $1,000. Provisions of this
Indenture that apply to Securities


                                       54
<PAGE>

called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company promptly of the Securities or
portions of Securities to be redeemed.

          If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed may be treated by
the Trustee as Outstanding for the purpose of such selection.

          SECTION 11.03. Notice of Redemption. At least 30 days but not more
than 60 days before a Redemption Date, the Company shall mail a notice of
redemption by first-class mail, postage prepaid, to each Holder of Securities to
be redeemed.

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

               (i) the Redemption Date;

               (ii) the Redemption Price;

               (iii) the Conversion Price;

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

               (v) that Securities called for redemption may be converted at any
          time before the close of business on the Business Day immediately
          preceding the Redemption Date;

               (vi) that Holders who want to convert Securities must satisfy the
          requirements set forth therein and in this Indenture;

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

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

               (ix) that, unless the Company defaults in making payment of such
          Redemption Price, interest on Securities called for redemption will
          cease to accrue on and after the Redemption Date; and

               (x) the CUSIP number of the Securities.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense, provided that the
Company makes such request and provides the form of mailing to the Trustee at
least three Business Days prior to the proposed date of mailing of such notice
of redemption.


                                       55
<PAGE>

          SECTION 11.04. Effect of Notice of Redemption. Once notice of
redemption is given, Securities called for redemption become due and payable on
the Redemption Date and at the Redemption Price stated in the notice except for
Securities which are converted in accordance with the terms of this Indenture.
Upon surrender to the Paying Agent, such Securities shall be paid at the
Redemption Price stated in the notice.

          SECTION 11.05. Deposit of Redemption Price. Prior to 10:00 a.m. (New
York City Time) on a Redemption Date, the Company shall deposit with the Paying
Agent (or if the Company or a Subsidiary or an Affiliate of either of them is
the Paying Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price of all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which on or prior
thereto have been delivered by the Company to the Trustee for cancellation or
have been converted. The Paying Agent shall as promptly as practicable return to
the Company any money not required for that purpose because of conversion of
Securities pursuant to Article 13. If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.

          SECTION 11.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder a new Security in an authorized
denomination equal in principal amount to the unredeemed portion of the Security
surrendered.

          SECTION 11.07. Conversion Arrangement on Call for Redemption. In
connection with any redemption of Securities, the Company may arrange for the
purchase and conversion of any Securities called for redemption by an agreement
with one or more investment bankers or other purchasers to purchase such
Securities by paying to the Trustee in trust for the Securityholders, on or
prior to 10:00 a.m. New York City time on the Business Day prior to Redemption
Date, an amount that, together with any amounts deposited with the Trustee by
the Company for the redemption of such Securities, is not less than the
Redemption Price of such Securities. Notwithstanding anything to the contrary
contained in this Article 11, the obligation of the Company to pay the
Redemption Price of such Securities shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers. If such an
agreement is entered into, any Securities not duly surrendered for conversion by
the Holders thereof may, at the option of the Company, be deemed, to the fullest
extent permitted by law, acquired by such purchasers from such Holders and
(notwithstanding anything to the contrary contained in Article 13) surrendered
by such purchasers for conversion, all as of immediately prior to the close of
business on the Business Day prior to the Redemption Date, subject to payment of
the above amount as aforesaid. The Trustee shall hold and pay to the Holders
whose Securities are selected for redemption any such amount paid to it for
purchase and conversion in the same manner as it would moneys deposited with it
by the Company for the redemption of Securities. Without the Trustee's prior
written consent, no arrangement between the Company and such purchasers for the
purchase and conversion of any Securities shall increase or otherwise affect any
of the powers, duties, responsibilities or obligations of the Trustee as set
forth in this Indenture, and the Company agrees to indemnify the Trustee from,
and hold it harmless against, any loss, liability or reasonable expense arising
out of or in connection with any such arrangement for the purchase and
conversion of any Securities between the Company and such purchasers, including
the costs and expenses incurred by the Trustee in the defense of any claim or
liability arising out of or in


                                       56
<PAGE>

connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under this Indenture except to the extent
resulting from the Trustee's gross negligence or willful misconduct.

          SECTION 11.08. Repurchase of Securities at Option of the Holder upon
Fundamental Change.

          (a) General. If prior to April 1, 2007 there shall have occurred a
Fundamental Change, Securities shall be purchased by the Company, at the
Fundamental Change Repurchase Price on a date that is not more than 30 days
after the date of the mailing of the Fundamental Change Company Notice under
Section 11.08(c) (the "FUNDAMENTAL CHANGE REPURCHASE DATE"), at the option of
the Holder thereof, upon:

               (1) delivery to the Paying Agent by the Holder of a written
          notice of purchase (a "FUNDAMENTAL CHANGE REPURCHASE NOTICE"),
          substantially in the form of EXHIBIT B hereto, at any time from the
          opening of business on the date of the Fundamental Change Company
          Notice (as defined below) until the close of business on a date that
          is 3 Business Days prior to the Fundamental Change Repurchase Date
          stating:

                    (A) the certificate number of the Security which the Holder
               will deliver to be purchased,

                    (B) the portion of the Principal Amount of the Security
               which the Holder will deliver to be purchased, which portion must
               be in a Principal Amount of $1,000 or integral multiples thereof,
               and

                    (C) that such Security shall be purchased as of the
               Fundamental Change Repurchase Date pursuant to the terms and
               conditions specified in the Securities and in this Indenture; and

               (2) delivery of such Security to the Paying Agent for
          cancellation prior to, on or after the Fundamental Change Repurchase
          Date (together with all necessary endorsements) at the offices of the
          Paying Agent, such delivery being a condition to receipt by the Holder
          of the Fundamental Change Repurchase Price therefor; provided,
          however, that such Fundamental Change Repurchase Price shall be so
          paid pursuant to this Section 11.08 only if the Security so delivered
          to the Paying Agent shall conform in all respects to the description
          thereof in the related Fundamental Change Repurchase Notice.

          The Company shall purchase from the Holder thereof, pursuant to this
Section 11.08, a portion of a Security if the Principal Amount of such portion
is $1,000 or an integral multiple of $1,000 if so requested by the Holder.
Provisions of this Indenture that apply to the purchase of all of a Security
also apply to the purchase of such portion of such Security.

          Any purchase by the Company contemplated pursuant to the provisions of
this Section 11.08 shall be consummated by the delivery of the consideration to
be received by the


                                       57
<PAGE>

Holder promptly following the later of the Fundamental Change Repurchase Date
and the time of delivery of the Security.

          Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Fundamental Change Repurchase Notice contemplated by
this Section 11.08(a) shall have the right to withdraw such Fundamental Change
Repurchase Notice at any time prior to the close of business on the Business Day
prior to the Fundamental Change Repurchase Date by delivery of a written notice
of withdrawal to the Paying Agent in accordance with Section 11.09.

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

          A "FUNDAMENTAL CHANGE" shall be deemed to have occurred at such time
there is a Change in Control.

          A "CHANGE IN CONTROL" shall be deemed to have occurred when (i) any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) other than the Company, its Subsidiaries or their Employee benefit
plans is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
under the Exchange Act) of shares representing more than 50% of the combined
voting power of the then outstanding securities entitled to vote generally in
elections of directors of the Company (the "VOTING STOCK"); (ii) the Company
conveys, transfers or leases all or substantially all of its assets (which
conveyance, transfer or lease shall not be deemed to include a grant by the
Company of a security interest in such assets in connection with a financing
arrangement) to any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act) other than to a wholly-owned Subsidiary of
the Company, including any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act; or (iii) any time Continuing Directors do not constitute a
majority of the Board of Directors of the Company (or, if applicable, a
successor Person to the Company); provided that a Change in Control shall not be
deemed to have occurred if either (x) the Closing Price (as defined in Section
13.05(g) hereof) of the Common Stock for any 5 Trading Days during the 10
Trading Days immediately preceding the Change in Control is at least equal to
105% of the Conversion Price in effect on the date on which the Change in
Control occurs or (y) in the case of a merger or consolidation otherwise
constituting a Change in Control, all of the consideration (excluding cash
payments for fractional shares and cash payments pursuant to dissenter's
appraisal rights) in such merger or consolidation constituting the Change in
Control consists of common stock traded on a United States national securities
exchange or quoted on the Nasdaq National Market (or which will be so traded or
quoted when issued or exchanged in connection with such Change in Control) and
as a result of such transaction or transactions the Securities become
convertible solely into such common stock.

          (b) Payment of Fundamental Change Repurchase Price. The Securities to
be purchased pursuant to Section 11.08(a) shall be paid for in cash.

          (c) Notice of Fundamental Change. Within 30 days after the occurrence
of a Fundamental Change, the Company shall mail a written notice of Fundamental
Change (the


                                       58
<PAGE>

"FUNDAMENTAL CHANGE COMPANY NOTICE") by first-class mail to the Trustee and to
each Holder (and to beneficial owners as required by applicable law). The notice
shall include a form of Fundamental Change Repurchase Notice to be completed by
the Securityholder and shall state:

               (i) the events causing a Fundamental Change and the date of such
          Fundamental Change;

               (ii) the date by which the Fundamental Change Repurchase Notice
          pursuant to this Section 11.08 must be given;

               (iii) the Fundamental Change Repurchase Date;

               (iv) the Fundamental Change Repurchase Price;

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

               (vi) the Conversion Price applicable on the Fundamental Change
          Company Notice date and any adjustments thereto;

               (vii) that Securities as to which a Fundamental Change Repurchase
          Notice has been given may be converted pursuant to Article 13 hereof
          only if the Fundamental Change Repurchase Notice has been withdrawn in
          accordance with the terms of this Indenture;

               (viii) that Securities must be surrendered to the Paying Agent
          for cancellation to collect payment;

               (ix) that the Fundamental Change Repurchase Price for any
          Security as to which a Fundamental Change Repurchase Notice has been
          duly given and not withdrawn will be paid promptly following the later
          of the Fundamental Change Repurchase Date and the time of surrender of
          such Security as described in (viii);

               (x) the procedures the Holder must follow to exercise rights
          under this Section 11.08;

               (xi) the conversion rights of the Securities;

               (xii) the procedures for withdrawing a Fundamental Change
          Repurchase Notice;

               (xiii) that, unless the Company defaults in making payment of
          such Fundamental Change Repurchase Price, interest on Securities
          covered by any Fundamental Change Repurchase Notice will cease to
          accrue on and after the Fundamental Change Repurchase Date; and

               (xiv) the CUSIP number of the Securities.


                                       59
<PAGE>

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

          (d) Procedure upon Purchase. The Company shall deposit cash, at the
time and in the manner as provided in Section 11.10, sufficient to pay the
aggregate Fundamental Change Repurchase Price of all Securities to be purchased
pursuant to this Section 11.08.

          SECTION 11.09. Effect of Fundamental Change Repurchase Notice. Upon
receipt by the Paying Agent of the Fundamental Change Repurchase Notice
specified in Section 11.08(a), as applicable, the Holder of the Security in
respect of which such Fundamental Change Repurchase Notice, was given shall
(unless such Fundamental Change Repurchase Notice is withdrawn as specified in
the following two paragraphs) thereafter be entitled to receive solely the
Fundamental Change Repurchase Price, with respect to such Security. Such
Fundamental Change Repurchase Price shall be paid to such Holder, subject to
receipt of funds by the Paying Agent, promptly following the later of (x) the
Fundamental Change Repurchase Date, with respect to such Security (provided the
conditions in Section 11.08(a), as applicable, have been satisfied) and (y) the
time of delivery of such Security to the Paying Agent by the Holder thereof in
the manner required by Section 11.08(a), as applicable. Securities in respect of
which a Fundamental Change Repurchase Notice, has been given by the Holder
thereof may not be converted pursuant to Article 13 hereof on or after the date
of the delivery of such Fundamental Change Repurchase Notice, unless such
Fundamental Change Repurchase Notice, has first been validly withdrawn as
specified in the following two paragraphs.

          A Fundamental Change Repurchase Notice, may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent in
accordance with the procedures set forth in the Fundamental Change Company
Notice, at any time prior to the close of business on the Business Day prior to
the Fundamental Change Repurchase Date specifying:

               (i) the certificate number of the Security in respect of which
          such notice of withdrawal is being submitted,

               (ii) the Principal Amount of the Security with respect to which
          such notice of withdrawal is being submitted, and

               (iii) the Principal Amount, if any, of such Security which
          remains subject to the original Fundamental Change Repurchase Notice,
          and which has been or will be delivered for purchase or repurchase by
          the Company.

          There shall be no purchase of any Securities pursuant to Section 11.08
if there has occurred (prior to, on or after, as the case may be, the giving, by
the Holders of such Securities, of the required Fundamental Change Repurchase
Notice) and is continuing an Event of Default (other than a default in the
payment of the Fundamental Change Repurchase Price, with respect to such
Securities). The Paying Agent will promptly return to the respective Holders
thereof any Securities (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


                                       60
<PAGE>

Event of Default (other than a default in the payment of the Fundamental Change
Repurchase Price, with respect to such Securities) in which case, upon such
return, the Fundamental Change Repurchase Notice with respect thereto shall be
deemed to have been withdrawn.

          SECTION 11.10. Deposit of Fundamental Change Repurchase Price. Prior
to 10:00 a.m. (local time in The City of New York) on the Fundamental Change
Repurchase Date, the Company shall deposit with the Trustee or with the Paying
Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is
acting as the Paying Agent, shall segregate and hold in trust as provided
herein) an amount of money (in immediately available funds if deposited on such
Business Day) sufficient to pay the Fundamental Change Repurchase Price of all
the Securities or portions thereof which are to be purchased as of the
Fundamental Change Repurchase Date. The Company shall promptly notify the
Trustee in writing of the amount of any deposits of cash made pursuant to this
Section.

          SECTION 11.11. Securities Purchased or Repurchased in Part. Any
Security which is to be purchased or repurchased only in part shall be
surrendered at the office of the Paying Agent (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing) and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder in aggregate Principal
Amount equal to, and in exchange for, the portion of the Principal Amount of the
Security so surrendered which is not purchased.

          SECTION 11.12. Covenant to Comply With Securities Laws Upon Purchase
or Repurchase of Securities. In connection with any offer to purchase or
repurchase or purchase or repurchase of Securities under Section 11.08 hereof
(provided that such offer or purchase or repurchase constitutes an "issuer
tender offer" for purposes of Rule 13e-4 (which term, as used herein, includes
any successor provision thereto) under the Exchange Act at the time of such
offer or purchase), the Company shall (i) comply with Rule 13e-4 and Rule 14e-1
under the Exchange Act, (ii) file the related Schedule TO (or any successor
schedule, form or report) under the Exchange Act, and (iii) otherwise comply
with all Federal and State securities laws so as to permit the rights and
obligations under Section 11.08 to be exercised in the time and in the manner
specified in Section 11.08.

          SECTION 11.13. Repayment to the Company. The Trustee and the Paying
Agent shall return to the Company any cash that remains unclaimed, together with
interest or dividends, if any, thereon, held by them for the payment of the
Fundamental Change Repurchase Price; provided, however, that to the extent that
the aggregate amount of cash deposited by the Company pursuant to Section 11.11
exceeds the aggregate Fundamental Change Repurchase Price, of the Securities or
portions thereof which the Company is obligated to purchase as of the
Fundamental Change Repurchase Date, then on the Business Day following the
Fundamental Change Repurchase Date, the Trustee or the Paying Agent, as the case
may be, shall return any such excess to the Company, less any outstanding fees
and expenses due to the Trustee.


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<PAGE>

                                   ARTICLE 12

                       INTEREST PAYMENTS ON THE SECURITIES

          SECTION 12.01. Interest Rate Interest on the Securities shall accrue
at an initial rate of 4.5% per annum and shall be payable on each Interest
Payment Date to holders of record on the Regular Record Date immediately
preceding such Interest Payment Date. Interest will be computed on the basis of
a 360-day year comprised of twelve 30-day months. Interest on the Securities
shall accrue from the most recent date to which interest has been paid, or if no
interest has been paid, from April 5, 2002, until the Principal Amount is paid
or duly made available for payment.

          SECTION 12.02. Payment of Interest; Interest Rights Preserved.

          (a) Interest on any Security that is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security is registered at the close of business on the
Regular Record Date for such interest at the office or agency of the Company
maintained for such purpose. Each installment of interest on any Security shall
be made by check mailed to the address of the Holder specified in the Security
Register, or, at the option of the Holder, at the Corporate Trust Office, in
such lawful money of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts; provided,
however, that, with respect to any Holder of Securities with an aggregate
principal amount in excess of $2,000,000, at the request of such Holder in
writing to the Company and the Paying Agent, interest on such Holder's
Securities shall be paid by wire transfer in immediately available funds in
accordance with the written wire transfer instruction supplied by such Holder
from time to time to the Trustee and Paying Agent (if different from the
Trustee) at least two Business Days prior to the applicable Regular Record Date.
In the case of a permanent Global Security, interest payable on any Interest
Payment Date will be paid to the Depositary, with respect to that portion of
such permanent Global Security held for its account by Cede & Co. for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent Global Security to the accounts of the beneficial
owners thereof.

          (b) Except as otherwise specified with respect to the Securities, any
interest on any Security that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "DEFAULTED INTEREST",
which term shall include any accrued and unpaid interest that has accrued on
such defaulted amount), shall forthwith cease to be payable to the registered
Holder thereof on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest shall be paid by the Company, as its
election in each case, as provided in clause (1) or (2) below:

               (1) The Company may elect to make payment of any Defaulted
          Interest to the Persons in whose names the Securities are registered
          at the close of business on a date (the "SPECIAL RECORD DATE") for the
          payment of such Defaulted Interest, which shall be fixed in the
          following manner. The Company shall notify the Trustee in writing of
          the amount of Defaulted Interest proposed to be paid on each Security
          and the date of the proposed payment (which shall not be less than 20
          days after such notice is received by the Trustee), and at the same


                                       62
<PAGE>

          time the Company shall deposit with the Trustee an amount of money
          equal to the aggregate amount proposed to be paid in respect of such
          Defaulted Interest or shall make arrangements reasonably satisfactory
          to the Trustee for such deposit on or prior to the date of the
          proposed payment, such money when deposited to be held in trust for
          the benefit of the Persons entitled to such Defaulted Interest as
          provided in this clause. Thereupon the Trustee shall fix a Special
          Record Date for the payment of such Defaulted Interest which shall be
          not more than 15 days and not less than 10 days prior to the date of
          the proposed payment and not less than 10 days after the receipt by
          the Trustee of the notice of the proposed payment. The Trustee shall
          promptly notify the Company of such Special Record Date and, in the
          name and at the expense of the Company, shall cause notice of the
          proposed payment of such Defaulted Interest and the Special Record
          Date therefor to be mailed, first-class postage prepaid, to each
          Holder of Securities at his address as it appears on the list of
          Security Register maintained pursuant to this Indenture not less than
          10 days prior to such Special Record Date. Notice of the proposed
          payment of such Defaulted Interest and the Special Record Date
          therefor having been mailed as aforesaid, such Defaulted Interest
          shall be paid to the Persons in whose names the Securities are
          registered at the close of business on such Special Record Date and
          shall no longer be payable pursuant to the following clause (2).

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

          Subject to the foregoing provisions, each Security delivered under
this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

                                   ARTICLE 13

                                   CONVERSION

          SECTION 13.01. Right to Convert. Subject to and upon compliance with
the provisions of this Indenture, each Holder shall have the right, at its
option, at any time following the Issue Date of the Securities hereunder through
the close of business on the Business Day immediately prior to the date of the
Stated Maturity of the Securities (except that, with respect to any Securities
or portion thereof which shall be called for redemption, such right shall
terminate, except as provided in Section 13.02 or 11.06, at the close of
business on the Business Day next preceding the date fixed for redemption of
such Securities or portion thereof unless the Company shall default in payment
due upon redemption thereof) to convert the Principal Amount of any such
Securities, or any portion of such Principal Amount which is $1,000 or an
integral multiple thereof, into that number of fully paid and non-assessable
shares of Common Stock obtained by


                                       63
<PAGE>

dividing the Principal Amount of the Securities or portion thereof surrendered
for conversion by the Conversion Price in effect at such time, by surrender of
the Securities so to be converted in whole or in part, together with any
required funds, in the manner provided in Section 13.02. A Holder of Securities
is not entitled to any rights of a Holder of Common Stock until such Holder has
converted such Holder's Securities to Common Stock, and only to the extent such
Securities are deemed to have been converted to Common Stock under this Article
13. A Security with respect to which a Holder has delivered a notice in
accordance with Section 11.08 or 11.09 regarding such Holder's election to
require the Company to repurchase such Holder's Securities on a Fundamental
Change Repurchase Date may be converted in accordance with this Article 13 only
if such Holder withdraws such notice by delivering a written notice of
withdrawal to the Company prior to the close of business on the last Business
Day prior to such Fundamental Change Repurchase Date.

          SECTION 13.02. Exercise of Conversion Privilege; Issuance of Common
Stock on Conversion; No Adjustment for Interest or Dividends. In order to
exercise the conversion privilege with respect to any Securities in certificated
form, the Holder of any such Securities to be converted in whole or in part
shall surrender such Securities, duly endorsed, at the office of the Conversion
Agent, accompanied by the funds, if any, required by the penultimate paragraph
of this Section 13.02, and shall give written notice of conversion in the form
provided on the Securities (or such other notice which is acceptable to the
Company) (the "CONVERSION NOTICE") to the Conversion Agent that the Holder
elects to convert such Securities or the 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 Common Stock
which shall be issuable on such conversion shall be issued, and shall be
accompanied by transfer taxes, if required pursuant to Section 13.07. All such
Securities surrendered for conversion shall, unless the shares issuable on
conversion are to be issued in the same name as the registration of such
Securities, be duly endorsed by, or be accompanied by instruments of transfer in
form satisfactory to the Company duly executed by, the Holder or his duly
authorized attorney.

          In order to exercise the conversion privilege with respect to any
interest in a Global Security, the Holder must complete the appropriate
instruction form for conversion pursuant to the Depositary's book-entry
conversion program, furnish appropriate endorsements and transfer documents if
required by the Company or the Trustee or Conversion Agent, and pay the funds,
if any, required by this Section 13.02 and any transfer taxes if required
pursuant to Section 13.07.

          As promptly as practicable after satisfaction of the requirements for
conversion set forth above (but in no event later than 3 Business Days after
satisfaction of such requirements for conversion), subject to compliance with
any restrictions on transfer if shares issuable on conversion are to be issued
in a name other than that of the Holder (as if such transfer were a transfer of
the Securities (or portion thereof) so converted), the Company shall issue and
shall deliver to such Holder at the office of the Conversion Agent, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Securities or portion thereof in accordance
with the provisions of this Article and a check or cash in respect of any
fractional interest in respect of a share of Common Stock arising upon such
conversion, as provided in Section 13.03. In case any Securities of a
denomination greater than $1,000 shall be surrendered for partial conversion,
the Company shall execute and the Trustee shall authenticate


                                       64
<PAGE>

and deliver to the Holder of the Securities so surrendered, without charge to
him, new Securities in authorized denominations in an aggregate principal amount
equal to the unconverted portion of the surrendered Securities.

          Each conversion shall be deemed to have been effected as to any such
Securities (or portion thereof) on the date on which the requirements set forth
above in this Section 13.02 have been satisfied as to such Securities (or
portion thereof), and the person in whose name any certificate or certificates
for shares of Common Stock shall be issuable upon such conversion shall be
deemed to have become on said date the Holder of record of the shares
represented thereby; provided, however, that in case of any such surrender on
any date when the stock transfer books of the Company shall be closed, the
person or persons in whose name the certificate or certificates for such shares
are to be issued shall be deemed to have become the record Holder thereof for
all purposes on the next 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 Securities shall be surrendered.

          All Securities or portions thereof surrendered for conversion during
the period from the close of business on the Regular Record Date for any
Interest Payment Date to the close of business on the Business Day next
preceding the following Interest Payment Date shall (unless such Securities or
portion thereof being converted shall have been called for redemption on a
Redemption Date which occurs during the period from the close of business on
such Regular Record Date to the close of business on the following Interest
Payment Date) be accompanied by payment by or on behalf of the exercising
Holder, 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 shall
exist at the time of conversion a default (for which no Special Record Date for
payment has occurred) in the payment of interest on the Securities. Except as
provided above in this Section 13.02, no payment or other adjustment shall be
made for interest accrued on any Securities converted or for dividends on any
shares issued upon the conversion of such Securities as provided in this
Article.

          Upon the conversion of an interest in Global Securities, the Trustee
(or other Conversion Agent appointed by the Company) shall make a notation on
such Global Securities as to the reduction in the Principal Amount represented
thereby. The Company shall notify the Trustee in writing of any conversions of
Securities effected through any Conversion Agent other than the Trustee.

          SECTION 13.03. Cash Payments in Lieu of Fractional Shares. The Company
will not issue fractional shares of Common Stock upon conversion of Securities.
If multiple Securities 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
Securities (or specified portions thereof to the extent permitted hereby) so
surrendered. If any fractional share of stock would be issuable upon the
conversion of any Securities, the Company shall make an adjustment and payment
therefor in cash at the current market value thereof to the Holder of
Securities. The current market value of a fraction of a share of Common Stock
shall be determined by multiplying the Closing Prices (as defined in


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Section 13.05(g)) of such Common Stock on the Trading Day immediately preceding
the date of conversion by such fraction and rounding the product to the nearest
whole cent.

          SECTION 13.04. Conversion Price. The conversion price shall be as
specified in the Security (herein called the "CONVERSION PRICE"), subject to
adjustment as provided in this Article 13.

          SECTION 13.05. Adjustment of Conversion Price. The Conversion Price
shall be adjusted from time to time by the Company as follows:

          (a) In case the Company shall hereafter pay a dividend or make a
distribution to all Holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Price in effect at the opening of business on the date
following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be reduced by multiplying such
Conversion Price by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination and the denominator of which shall be the sum of such
number of shares and the total number of shares constituting such dividend or
other distribution, such reduction to become effective immediately after the
opening of business on the day following the date fixed for such determination.
If any dividend or distribution of the type described in this Section 13.05(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) In case the Company shall issue rights or warrants to all holders
of its outstanding shares of Common Stock entitling them (for a period expiring
within 60 days after the date fixed for determination of stockholders entitled
to receive such rights or warrants) to subscribe for or purchase shares of
Common Stock (or securities convertible into Common Stock) at a price per share
(or having a conversion price per share) less than the Current Market Price (as
defined below) on the date fixed for determination of stockholders 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 immediately prior to the date fixed for determination of stockholders
entitled to receive such rights or warrants by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding at the close of
business on the date fixed for determination of stockholders entitled to receive
such rights or warrants plus the number of shares which the aggregate offering
price of the total number of shares so offered would purchase at such Current
Market Price (or the aggregate conversion price of the convertible securities so
offered, which shall be determined by multiplying the number of shares of Common
Stock issuable upon conversion of such convertible securities by the conversion
price per share of Common Stock pursuant to the terms of such convertible
securities), and the denominator of which shall be the number of shares of
Common Stock outstanding on the date fixed for determination of stockholders
entitled to receive such rights or warrants plus the total number of additional
shares of Common Stock offered for subscription or purchase or into which
convertible securities so offered are convertible; provided, however, the
Company may, at its option and in lieu of the foregoing adjustment, elect to
distribute or reserve for distribution the pro rata portion of such rights or
warrants so that each Holder of Securities shall receive, or shall have the
right to receive upon conversion, as the case may be, the amount


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<PAGE>

of such rights or warrants that such Holder of Securities would have received if
such Holder of Securities had converted such Securities on the date fixed for
determination of stockholders to receive such rights or warrants. Such
adjustment shall be successively made whenever any such rights or warrants are
issued, and shall become effective immediately after the opening of business on
the day following the date fixed for determination of stockholders entitled to
receive such rights or warrants. To the extent that shares of Common Stock (or
securities convertible into Common Stock) are not delivered, after the
expiration of such rights or warrants the Conversion Price shall be readjusted
to 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 Common Stock actually delivered (or the number
of shares of Common Stock issuable upon conversion of convertible securities
actually issued). In the event that 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 stockholders
entitled to receive such rights or warrants had not been fixed. In determining
whether any rights or warrants entitle the Holders to subscribe for or purchase
shares of Common Stock at less than such Current Market Price, and in
determining the aggregate offering price of such shares of Common Stock, there
shall be taken into account any consideration received by the Company for such
rights or warrants or to be received upon exercise of such rights or warrants,
the value of such consideration, if other than cash, to be determined by the
Board of Directors.

          (c) In case outstanding shares of Common Stock shall be subdivided
into a greater number of shares of Common Stock, the Conversion Price in effect
at the opening of business on the day following the day upon which such
subdivision becomes effective shall be proportionately reduced, and conversely,
in case outstanding shares of Common Stock shall be combined into a smaller
number of shares of 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.

          (d) In case the Company shall, by dividend or otherwise, distribute to
all Holders of its Common Stock shares of any class of capital stock of the
Company (other than any dividends or distributions to which Section 13.05(a)
applies) or evidences of its indebtedness or assets (including securities, but
excluding any rights or warrants referred to in Section 13.05(b), and excluding
any dividend or distribution (x) paid exclusively in cash or (y) referred to in
Section 13.05(a)) (any of the foregoing hereinafter in this Section 13.05(d)
called the "DISTRIBUTED 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 on the Record Date with respect to
such distribution by a fraction, the numerator of which shall be the Current
Market Price per share of the Common Stock on such Record Date less the fair
market value (as determined by the Board of Directors, whose good faith
determination shall be conclusive, and described in a resolution of the Board if
Directors) on the Record Date of the portion of the Distributed Securities so
distributed applicable to one share of Common Stock and the denominator of which
shall be the Current Market Price per share of the Common Stock, such reduction
to become effective immediately prior to the opening of business on the day
following such Record Date. In the event the then fair market value of any
distribution


                                       67
<PAGE>

applicable to one share of Common Stock is equal to or greater than the Current
Market Price per share of the Common Stock on such Record Date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder of a
Security shall have the right to receive upon conversion the amount of such
distribution such Holder would have received had such Holder converted such
Security (or portion thereof) immediately prior to such Record Date. In the
event that such 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 distribution had not been declared. If the Board of Directors determines
the fair market value of any distribution for purposes of this Section 13.05(d)
by reference to the actual or when issued trading market for any securities, it
must in doing so consider the prices in such market over the same period used in
computing the Current Market Price of the Common Stock.

          Each share of Common Stock issued upon conversion of Securities
pursuant to this Article 13 shall be entitled to receive the appropriate number
of common stock or preferred stock purchase rights, if any, as may be provided
by the terms of any stockholder rights plan adopted by the Company
(notwithstanding the occurrence of an event causing such rights to separate from
the Common Stock at or prior to the time of conversion). Any distribution of
rights or warrants pursuant to a stockholder rights plan complying with the
requirements set forth in the immediately preceding sentence of this paragraph
shall not constitute a distribution of rights or warrants for the purposes of
Section 13.05(b) or this Section 13.05(d).

          Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's Capital Stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("TRIGGER EVENT"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 13.05 (and no adjustment to the Conversion Price under
this Section 13.05 will be required) until the occurrence of the earliest
Trigger Event, whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion
Price shall be made under this Section 13.05(d). If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of
this Indenture, are subject to events, upon the occurrence of which such rights
or warrants become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the date of the occurrence of any and each
such event shall be deemed to be the date of distribution and record date with
respect to new rights or warrants with such rights (and a termination or
expiration of the existing rights or warrants without exercise by any of the
holders thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding sentence) with respect thereto that was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion Price under this Section 13.05 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 Common Stock with respect to such rights or warrants (assuming such holder
had retained such rights or warrants), made to all holders of Common Stock as of
the date of such


                                       68
<PAGE>

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 this Section 13.05(d) and Sections 13.05(a) and
13.05(b), any dividend or distribution to which this Section 13.05(d) is
applicable that also includes shares of Common Stock, or rights or warrants to
subscribe for or purchase shares of Common Stock (or both), shall be deemed
instead to be (1) a dividend or distribution of the evidences of indebtedness,
assets or shares of capital stock other than such shares of Common Stock or
rights or warrants (and any Conversion Price reduction required by this Section
13.05(d) with respect to such dividend or distribution shall then be made)
immediately followed by (2) a dividend or distribution of such shares of Common
Stock or such rights or warrants (and any further Conversion Price reduction
required by Sections 13.05(a) and 13.05(b) with respect to such dividend or
distribution shall then be made), except (A) the Record Date of such dividend or
distribution shall be substituted as "the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution" and "the
date fixed for such determination" within the meaning of Sections 13.05(a) and
13.05(b) and (B) any shares of Common Stock 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 13.05(a).

          (e) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any cash that is distributed
upon a merger or consolidation to which Section 13.06 applies or as part of a
distribution referred to in Section 13.05(d)), in an aggregate amount that,
combined together with (1) the aggregate amount of any other such distributions
to all Holders of its Common Stock made exclusively in cash within the 12 months
preceding the date of payment of such distribution, and in respect of which no
adjustment pursuant to this Section 13.05(e) has been made, and (2) the
aggregate of any cash plus the fair market value (as determined by the Board of
Directors, whose good faith 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 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
13.05(f) has been made, exceeds 15% of the product of the Current Market Price
on the Record Date with respect to such distribution and the number of shares of
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 the same 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 on the Record Date less an amount equal to the quotient of (x) the excess
of such combined amount over such 15% and (y) the number of shares of Common
Stock outstanding on the Record Date and (ii) the denominator of which shall be
equal to the Current Market Price on such date; provided, however, that in the
event the portion of the cash so distributed applicable to one share of Common
Stock is equal to or greater than the Current Market Price of the Common Stock
on the Record Date, in lieu of the foregoing adjustment, adequate provision
shall be made so that each Securityholder shall have the right to receive upon
conversion of a Security (or any portion thereof) the amount of cash such Holder
would have received had such Holder converted such Security (or portion thereof)
immediately prior to such Record Date. In the event that such


                                       69
<PAGE>

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. Any cash distribution to
all holders of Common Stock as to which the Company makes the election permitted
by Section 13.05(m) and as to which the Company has complied with the
requirements of such Section shall be treated as not having been made for all
purposes of this Section 13.05(e)).

          (f) In case a tender offer made by the Company or any of its
Subsidiaries for all or any portion of the Common Stock shall expire and such
tender offer (as amended upon the expiration thereof) shall require the payment
to stockholders (based on the acceptance (up to any maximum specified in the
terms of the tender offer) of Purchased Shares (as defined below)) of an
aggregate consideration having a fair market value (as determined by the Board
of Directors, whose good faith determination shall be conclusive and described
in 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 good faith 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 13.05(f) has been
made and (2) the aggregate amount of any distributions to all holders of the
Common Stock made exclusively in cash within 12 months preceding the expiration
of such tender offer and in respect of which no adjustment pursuant to Section
13.05(e) has been made, exceeds 15% of the product of the Current Market Price
as of the last time (the "EXPIRATION TIME") tenders could have been made
pursuant to such tender offer (as it may be amended) and the number of shares of
Common Stock outstanding (including any tendered shares) at the Expiration Time,
then, and in each such case, immediately prior to the opening of business on the
day after the date of the Expiration Time, the Conversion Price shall be reduced
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 Common Stock outstanding (including any tendered shares) at the
Expiration Time multiplied by the Current Market Price of the 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 stockholders based on the acceptance (up to any maximum
specified in the terms of the tender offer) of all shares validly tendered and
not withdrawn as of the Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the "PURCHASED SHARES") and (y) the
product of the number of shares of Common Stock outstanding (less any Purchased
Shares) at the Expiration Time and the Current Market Price of the 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. In the event that the Company is obligated to
purchase shares pursuant to any such tender offer, but the Company is
permanently prevented by applicable law from effecting any 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 13.05(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 13.05(f). Any cash distribution to all
Holders of Common Stock as to which the


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<PAGE>

Company has made the election permitted by Section 13.05(m) and as to which the
Company has complied with the requirements of such Section shall be treated as
not having been made for all purposes of this Section 13.05(f).

          (g) For purposes of this Section 13.05, the following terms shall have
the meaning indicated:

               (1) "CLOSING PRICE" with respect to any securities on any day
          shall mean the closing sale price, regular way, on such day or, in
          case no such sale takes place on such day, the average of the reported
          closing bid and asked prices, regular way, in each case 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 closing bid and asked
          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.

               (2) "CURRENT MARKET PRICE" shall, for the purposes of any
          computation under Sections 13.05(b), (d), (e) and (f) above relating
          to the current market price per share of Common Stock at a specified
          date, mean the average of the Closing Prices for the 10 consecutive
          Trading Days (as defined below) preceding the day before the record
          date (or, if earlier, the ex-dividend date) with respect to any
          distribution, issuance or other event requiring such computation.

               (3) "FAIR MARKET VALUE" shall mean the amount which a willing
          buyer would pay a willing seller in an arm's length transaction.

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

               (5) "TRADING DAY" shall mean (x) if the applicable security is
          quoted on the Nasdaq National Market System, a day on which trades may
          be made on thereon or (y) if the applicable security is listed or
          admitted for trading on the New York Stock Exchange or another
          national security exchange, a day on which the New York Stock Exchange
          or such other national security exchange is open for business or (z)
          if the applicable security is not so listed, admitted for trading or
          quoted, any day other than a Saturday or Sunday or a day on which
          banking


                                       71
<PAGE>

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

          (h) The Company may make such reductions in the Conversion Price, in
addition to those required by Sections 13.05(a), (b), (c), (d), (e) or (f), as
the Board of Directors considers to be advisable to avoid or diminish any income
tax to holders of Common Stock or rights to purchase Common Stock resulting from
any dividend or distribution of stock (or rights to acquire stock) or from any
event treated as such for income tax purposes.

     To the extent permitted by applicable law, the Company from time to time
may reduce the Conversion Price by any amount for any period of time if the
period is at least 20 days, the reduction is irrevocable during the period and
the Board of Directors shall have made a determination that such reduction would
be in the best interests of the Company, which determination shall be
conclusive. Whenever the Conversion Price is reduced pursuant to the preceding
sentence, the Company shall mail to Holders of record of the Securities 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% in such
price; provided, however, that any adjustments which by reason of this Section
13.05(i) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Article 13
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 rights to purchase Common Stock pursuant to a Company plan for reinvestment
of dividends or interest. To the extent the Securities become convertible into
cash, assets, property or securities (other than capital stock of the Company),
no adjustment need be made thereafter as to the cash, assets, property or such
securities. Interest will not accrue on the cash.

          (j) Whenever the Conversion Price is adjusted as herein provided, the
Company shall promptly file with the Conversion Agent an Officer's Certificate
setting forth the Conversion Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment. Unless and until a
Responsible Officer of the Trustee shall have received such Officer's
Certificate, the Trustee shall not be deemed to have knowledge of any adjustment
of the Conversion Price and may assume without inquiry that the last Conversion
Price of which it has knowledge is still in effect. 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 Securities at his last
address appearing on the Security Register, within 20 days after execution
thereof. Failure to deliver such notice shall not affect the legality or
validity of any such adjustment.

          (k) In any case in which this Section 13.05 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 (i) issuing to the
Holder of any Securities converted after such Record Date and before the
occurrence of such event the additional shares of Common Stock issuable upon
such conversion by reason of the adjustment required by such event over and
above the


                                       72
<PAGE>

Common Stock issuable upon such conversion before giving effect to such
adjustment and (ii) paying to such Holder any amount in cash in lieu of any
fraction pursuant to Section 13.03.

          (l) For purposes of this Section 13.05, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company will not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

          (m) In lieu of making any adjustment to the Conversion Price pursuant
to Section 13.05(e) or (f), the Company may elect to reserve an amount of cash
for distribution to the Holders of the Securities upon the conversion of the
Securities so that any such Holder converting Securities will receive upon such
conversion, in addition to the shares of Common Stock and other items to which
such Holder is entitled, the full amount of cash which such Holder would have
received if such Holder had, immediately prior to the Record Date for such
distribution of cash or the Expiration Time of the tender offer, as the case may
be, converted its Securities into Common Stock, together with any interest
accrued with respect to such amount, in accordance with this Section 13.05(m).
The Company may make such election by providing an Officer's Certificate to the
Trustee to such effect on or prior to the payment date for any such distribution
and depositing with the Trustee on or prior to such date an amount of cash equal
to the aggregate amount the Holders of the Securities would have received if
such Holders had, immediately prior to the Record Date for such distribution or
the Expiration Time, as the case may be, converted all of the Securities into
Common Stock. Any such funds so deposited by the Company with the Trustee shall
be invested by the Trustee in marketable obligations issued or fully guaranteed
by the United States government with a maturity not more than 3 months from the
date of issuance or in the U.S. Government Portfolio of the Wilmington Funds, a
mutual fund managed by Rodney Square Management Corporation, a subsidiary of the
Trustee, or interest bearing U.S. government securities or in a money market
fund which invests exclusively in such securities, and to the extent funds are
invested in interest bearing securities, such securities shall have a maturity
not exceeding 3 months. Upon conversion of Securities by a Holder, the Holder
will be entitled to receive, in addition to the Common Stock issuable upon
conversion, an amount of cash equal to the amount such Holder would have
received if such Holder had, immediately prior to the Record Date for such
distribution or the Expiration Time, as the case may be, converted its Security
into Common Stock, along with such Holder's pro rata share of any accrued
interest earned as a consequence of the investment of such funds. Promptly after
making an election pursuant to this Section 13.05(m), the Company shall give or
shall cause to be given notice to all Securityholders of such election, which
notice shall state the amount of cash per $1,000 principal amount of Securities
such Holders shall be entitled to receive (excluding interest) upon conversion
of the Securities as a consequence of the Company having made such election.

          SECTION 13.06. Effect of Reclassification, Consolidation, Merger or
Sale. If any of the following events occur, namely (i) any reclassification or
change of shares of Common Stock issuable upon conversion of the Securities
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination, or any
other change for which an adjustment is provided in Section 13.05(c)), (ii) any
consolidation or merger or combination to which the Company is a party other
than a


                                       73
<PAGE>

merger in which the Company is the continuing corporation and which does not
result in any reclassification of, or change (other than in par value, or from
par value to no par value, or from no par value to par value, or as a result of
a subdivision or combination) in outstanding shares of Common Stock, or (iii)
any sale or conveyance of all or substantially all of the properties and assets
of the Company to any other person as a result of which holders of Common Stock
shall be entitled to receive stock, securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock, then the
Company or the successor or purchasing person, as the case may be, shall execute
with the Trustee a supplemental indenture (which shall comply with the Trust
Indenture Act of 1939 as in force at the date of execution of such supplemental
indenture) providing that such Securities shall be convertible into the kind and
amount of shares of stock, securities or other property or assets (including
cash) receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance by a holder of a number of shares of Common
Stock issuable upon conversion of such Securities (assuming, for such purposes,
a sufficient number of authorized shares of Common Stock available to convert
all such Securities) immediately prior to such reclassification, change,
consolidation, merger, combination, sale or conveyance, assuming such holder of
Common Stock did not exercise his rights of election, if any, as to the kind or
amount of securities, cash or other property receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
(provided that, if the kind or amount of stock, securities or other property or
assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance is not the same for each
share of Common Stock in respect of which such rights of election shall not have
been exercised ("NONELECTING SHARE"), then for the purposes of this Section
13.06, the kind and amount of securities, cash or other property receivable upon
such reclassification, change, consolidation, merger, combination, 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
13. The above provisions of this Section shall similarly apply to successive
reclassifications, changes, consolidations, mergers, combinations, sales and
conveyances. If this Section 13.06 applies to any event or occurrence, Section
13.05(c) shall not apply.

          SECTION 13.07. Taxes on Shares Issued. The issue of stock certificates
on conversions of Securities shall be made without charge to the converting
Holder for any documentary, transfer, stamp or any similar tax in respect of the
issue thereof. The Company shall not, however, be required to pay any such 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 Securities
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 13.08. Reservation of Shares; Shares to be Fully Paid;
Compliance with Governmental Requirements; Listing of Common Stock. The Company
shall provide, free from preemptive rights, out of its authorized but unissued
shares or shares held in treasury, sufficient shares of Common Stock to provide
for the conversion of the Securities from time to time as such Securities are
presented for conversion.


                                       74
<PAGE>

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

     The Company covenants that all shares of Common Stock which may be issued
upon conversion of Securities shall be newly issued shares or Treasury shares,
shall be duly authorized, validly issued, fully paid and non-assessable and
shall be free from preemptive rights and free from any lien or adverse claim.

     The Company shall use commercially reasonable efforts to list or cause to
have quoted any shares of Common Stock to be issued upon conversion of
Securities on each national securities exchange or over-the-counter or other
domestic market on which the Common Stock is then listed or quoted.

          SECTION 13.09. Responsibility of Trustee. The Trustee and any other
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder of Securities to determine the Conversion Price or 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 and any other
Conversion Agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Securities; and the Trustee and any other Conversion Agent make no
representations with respect thereto. Neither the Trustee nor any Conversion
Agent shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property or cash upon the surrender of any Securities for the purpose of
conversion or to comply with any of the duties, responsibilities or covenants of
the Company contained in this Article. Without limiting the generality of the
foregoing, neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
supplemental indenture entered into pursuant to Section 13.06 relating either to
the kind or amount of shares of stock or securities or property (including cash)
receivable by Holders upon the conversion of their Securities after any event
referred to in such Section 13.06 or to any adjustment to be made with respect
thereto, but, subject to the provisions of Section 6.01, may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officer's Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

          SECTION 13.10. Notice to Holders Prior to Certain Actions. In case,

          (a) the Company shall declare a dividend (or any other distribution)
     on its Common Stock that would require an adjustment in the Conversion
     Price pursuant to Section 13.05; or


                                       75
<PAGE>

          (b) the Company shall authorize the granting to the holders of all or
     substantially all of its Common Stock of rights or warrants to subscribe
     for or purchase any share of any class or any other rights or warrants; or

          (c) of any reclassification or reorganization of the Common Stock of
     the Company (other than a subdivision or combination of its outstanding
     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 of any consolidation or merger to
     which the Company is a party and for which approval of any stockholders of
     the Company is required, or of the sale or transfer of all or substantially
     all of the assets of the Company or any of its significant subsidiaries; or

          (d) of the voluntary or involuntary dissolution, liquidation or
     winding up of the Company or any of its significant subsidiaries;

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

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

                                   ARTICLE 14

    IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND TRUSTEE

          SECTION 14.01. Indenture and Securities Solely Corporate Obligations.
No recourse for the payment of the principal of or premium, if any, or interest
on any Security, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company or Trustee in this Indenture or in any supplemental indenture or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, employee, agent, officer,
director or Subsidiary, as such, past, present or future, of the Company,
Trustee or of any


                                       76
<PAGE>

successor corporation, either directly or through the Company, Trustee or any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Security.




                                       77
<PAGE>

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

                                        DOCUMENTUM, INC.


                                        By   /s/ BOB L. COREY
                                          -------------------------------------
                                                 Bob L. Corey
                                                 Executive Vice President
                                                 and Chief Financial Officer


                                        Wilmington Trust Company,
                                               as Trustee


                                        By   /s/ DANIEL M. RESER
                                          -------------------------------------
                                                 Daniel M. Reser
                                                 Authorized Signer



                                       78
<PAGE>

                                                                       EXHIBIT A

                       Form of Certificate to Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S


                                                           _______________, ____

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attn:  Corporate Trust Administration

          Re:  Documentum, Inc. (the "COMPANY")
               4.5% Senior Convertible Notes due 2007 (the "NOTES")

Ladies and Gentlemen:

          In connection with our proposed sale of $[____] aggregate Principal
Amount of the Notes, we confirm that such sale has been effected pursuant to and
in accordance with Regulation S under the U.S. Securities Act of 1933, as
amended (the "SECURITIES ACT"), and, accordingly, we represent that:

               1. the offer of the Notes was not made to any U.S. Person;

               2. either (a) at the time the buy offer was originated, the
          transferee was outside the United States or we and any Person acting
          on our behalf reasonably believed that the transferee was outside the
          United States, or (b) the transaction was executed in, on or through
          the facilities of a designated off-shore securities market and neither
          we nor any Person acting on our behalf knows that the transaction has
          been pre-arranged with a U.S. Person;

               3. no directed selling efforts have been made in the United
          States in contravention of the requirements of Rule 903(b) or Rule
          904(b) of Regulation S, as applicable;

               4. the transaction is not part of a plan or scheme to evade the
          registration requirements of the Securities Act, and

               5. We have advised the transferee of the transfer restrictions
          applicable to the Notes.

<PAGE>

          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party, in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                        Very truly yours,

                                        [Name of Transferor]


                                        By ______________________________
                                                Authorized Signature



                                       2
<PAGE>

                                                                       EXHIBIT B

                  Form of Fundamental Change Repurchase Notice


                                                           _______________, ____

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attn:  Corporate Trust Administration

          Re:  Documentum, Inc. (the "COMPANY")
               4.5% Senior Convertible Notes due 2007


          This is a Fundamental Change Repurchase Notice as defined in Section
11.08 of the Indenture dated as of April 5, 2002 (the "INDENTURE") between the
Company and Wilmington Trust Company, as Trustee. Terms used but not defined
herein shall have the meanings ascribed to them in the Indenture.

Certificate No(s). of Securities: _____________________________

I intend to deliver the following aggregate Principal Amount of Securities for
purchase by the Company pursuant to Section 11.08 of the Indenture (in multiples
of $1,000):

$_____________________________

          I hereby agree that the Securities will be purchased as of the
Fundamental Change Repurchase Date pursuant to the terms and conditions thereof
and of the Indenture.


                                        Signed: ________________________

<PAGE>

                 Certain Sections of this Indenture relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
 Trust Indenture                                                    Indenture
   Act Section                                                       Section
 ---------------                                                    ---------
<S>                                                               <C>
Section 310(a)(1)     .........................................        6.09
           (a)(2)     .........................................        6.09
           (a)(3)     .........................................   Not Applicable
           (a)(4)     .........................................   Not Applicable
           (b)        .........................................        6.08
                                                                       6.10
Section 311(a)        .........................................        6.13
           (b)        .........................................        6.13
Section 312(a)        .........................................        7.01
                                                                      7.02(a)
           (b)        .........................................       7.02(b)
           (c)        .........................................       7.02(c)
Section 313(a)        .........................................       7.03(a)
           (b)        .........................................       7.03(a)
           (c)        .........................................       7.03(a)
           (d)        .........................................       7.03(b)
Section 314(a)        .........................................        7.04
           (b)        .........................................   Not Applicable
           (c)(1)     .........................................        1.02
           (c)(2)     .........................................        1.02
           (c)(3)     .........................................   Not Applicable
           (d)        .........................................   Not Applicable
           (e)        .........................................        1.02
Section 315(a)        .........................................        6.01
           (b)        .........................................        6.02
           (c)        .........................................        6.01
           (d)        .........................................        6.01
           (e)        .........................................        5.14
Section 316(a)(1)(A)  .........................................        5.12
           (a)(1)(B)  .........................................        5.13
           (a)(2)     .........................................   Not Applicable
           (b)        .........................................        5.08
           (c)        .........................................       1.04(c)
Section 317(a)(1)     .........................................        5.03
           (a)(2)     .........................................        5.04
           (b)        .........................................        10.03
Section 318(a)        .........................................        1.07
</TABLE>

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

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


                                       i