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                                                                     Exhibit 4.4

                               BJ SERVICES COMPANY

                            (a Delaware corporation)

                        Convertible Senior Notes due 2022

                            __________________________

                                    INDENTURE

                           Dated as of April 24, 2002

                              AMENDED AND RESTATED

           On October 10, 2002 (to be effective as of April 24, 2002)

                              __________________________

                              THE BANK OF NEW YORK
                                     Trustee

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                                Table of Contents

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                                        ARTICLE I

                       DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.01.  Definitions ..................................................   1
     Section 1.02.  Other Definitions ............................................   7
     Section 1.03.  Rules of Construction ........................................   8
     Section 1.04.  Acts of Holders ..............................................   9

                                       ARTICLE II

                                     THE SECURITIES

     Section 2.01.  Form and Dating ..............................................  10
     Section 2.02.  Execution and Authentication .................................  10
     Section 2.03.  Registrar, Paying Agent, Conversion Agent and Depositary .....  11
     Section 2.04.  Paying Agent To Hold Money and Securities in Trust ...........  11
     Section 2.05.  Securityholder Lists .........................................  12
     Section 2.06.  Transfer and Exchange ........................................  12
     Section 2.07.  Replacement Securities .......................................  13
     Section 2.08.  Outstanding Securities; Determinations of Holders' Action ....  13
     Section 2.09.  Temporary Securities .........................................  14
     Section 2.10.  Cancellation .................................................  14
     Section 2.11.  Restricted Global Securities .................................  15
     Section 2.12.  Transfer Restriction .........................................  15
     Section 2.13.  CUSIP Numbers ................................................  21

                                       ARTICLE III

                                REDEMPTION AND PURCHASES

     Section 3.01.  Right to Redeem; Notices to Trustee. .........................  22
     Section 3.02.  Tax Event Redemption .........................................  22
     Section 3.03.  Selection of Securities to Be Redeemed. ......................  22
     Section 3.04.  Notice of Redemption. ........................................  23
     Section 3.05.  Effect of Notice of Redemption ...............................  24
     Section 3.06.  Deposit of Redemption Price ..................................  24
     Section 3.07.  Securities Redeemed in Part ..................................  24
     Section 3.08.  [Reserved]. ..................................................  24
     Section 3.09.  Purchase of Securities at the Option of the Holder ...........  24
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     <S>                                                                                  <C>
     Section 3.10.  Purchase of Securities at Option of the Holder upon Change in
                    Control ............................................................  31
     Section 3.11.  Effect of Purchase Notice or Change in Control Purchase Notice .....  34
     Section 3.12.  Deposit of Purchase Price or Change in Control Purchase Price ......  36
     Section 3.13.  Securities Purchased in Part .......................................  36
     Section 3.14.  Covenant to Comply With Securities Laws Upon Purchase of
                    Securities .........................................................  36
     Section 3.15.  Repayment to the Company ...........................................  37

                                         ARTICLE IV

                                          COVENANTS

     Section 4.01.  Payment of Securities ..............................................  37
     Section 4.02.  SEC Reports ........................................................  37
     Section 4.03.  Compliance Certificate; Notice of Defaults .........................  38
     Section 4.04.  Further Instruments and Acts .......................................  38
     Section 4.05.  Maintenance of Office or Agency ....................................  38

                                          ARTICLE V

                                    SUCCESSOR CORPORATION

     Section 5.01.  When Company May Merge or Transfer Assets ..........................  39

                                         ARTICLE VI

                                    DEFAULTS AND REMEDIES

     Section 6.01.  Events of Default ..................................................  40
     Section 6.02.  Acceleration .......................................................  42
     Section 6.03.  Other Remedies .....................................................  42
     Section 6.04.  Waiver of Past Defaults ............................................  42
     Section 6.05.  Control by Majority ................................................  43
     Section 6.06.  Limitation on Suits ................................................  43
     Section 6.07.  Rights of Holders to Receive Payment ...............................  43
     Section 6.08.  Collection Suit by Trustee .........................................  43
     Section 6.09.  Trustee May File Proofs of Claim ...................................  44
     Section 6.10.  Priorities .........................................................  44
     Section 6.11.  Undertaking for Costs ..............................................  45
     Section 6.12.  Waiver of Stay, Extension or Usury Laws ............................  45
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                                       ii

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                                     ARTICLE VII

                                       TRUSTEE

     Section 7.01.  Certain Duties and Responsibilities. ....................... 45
     Section 7.02.  Rights of Trustee .......................................... 46
     Section 7.03.  Individual Rights of Trustee ............................... 48
     Section 7.04.  Trustee's Disclaimer ....................................... 48
     Section 7.05.  Notice of Defaults ......................................... 48
     Section 7.06.  Reports by Trustee to Holders .............................. 48
     Section 7.07.  Compensation and Indemnity ................................. 49
     Section 7.08.  Replacement of Trustee ..................................... 49
     Section 7.09.  Successor Trustee by Merger ................................ 50
     Section 7.10.  Eligibility; Disqualification .............................. 50
     Section 7.11.  Preferential Collection of Claims Against Company .......... 50

                                     ARTICLE VIII

                                DISCHARGE OF INDENTURE

     Section 8.01.  Discharge of Liability on Securities ....................... 51
     Section 8.02.  Repayment to the Company ................................... 51

ARTICLE IX AMENDMENTS .......................................................... 51

     Section 9.01.  Without Consent of Holders ................................. 51
     Section 9.02.  With Consent of Holders .................................... 52
     Section 9.03.  Compliance with Trust Indenture Act ........................ 53
     Section 9.04.  Revocation and Effect of Consents, Waivers and Actions ..... 53
     Section 9.05.  Notation on or Exchange of Securities ...................... 53
     Section 9.06.  Trustee to Sign Supplemental Indentures .................... 53
     Section 9.07.  Effect of Supplemental Indentures .......................... 53

                                      ARTICLE X

                                      [Reserved]

                                      ARTICLE XI

                                      CONVERSION

     Section 11.01. Conversion Privilege ....................................... 54
     Section 11.02. Conversion Procedure ....................................... 54
     Section 11.03. Fractional Shares .......................................... 55
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     Section 11.04.  Taxes on Conversion ..............................................  56
     Section 11.05.  Company to Provide Stock .........................................  56
     Section 11.06.  Payment of Cash in Lieu of Common Stock ..........................  56
     Section 11.07.  Adjustment for Change in Capital Stock ...........................  57
     Section 11.08.  Adjustment for Rights Issue. .....................................  58
     Section 11.09.  Adjustment for Other Distributions ...............................  59
     Section 11.10.  When Adjustment May Be Deferred ..................................  61
     Section 11.11.  When No Adjustment Required ......................................  61
     Section 11.12.  Notice of Adjustment .............................................  62
     Section 11.13.  Voluntary Increase ...............................................  62
     Section 11.14.  Notice of Certain Transactions.    If: ...........................  62
     Section 11.15.  Reorganization of Company; Special Distributions .................  63
     Section 11.16.  Company Determination Final ......................................  63
     Section 11.17.  Trustee's Adjustment Disclaimer ..................................  63
     Section 11.18.  Simultaneous Adjustments .........................................  64
     Section 11.19.  Successive Adjustments ...........................................  64
     Section 11.20.  Rights Issued in Respect of Common Stock Issued Upon
                     Conversion .......................................................  64

                                         ARTICLE XII

                                     PAYMENT OF INTEREST

     Section 12.01.  Interest Payments ................................................  64
     Section 12.02.  Defaulted Interest ...............................................  65
     Section 12.03.  Interest Rights Preserved ........................................  65

                                        ARTICLE XIII

                                        MISCELLANEOUS

     Section 13.01.  Trust Indenture Act Controls .....................................  66
     Section 13.02.  Notices ..........................................................  66
     Section 13.03.  Communication by Holders with Other Holders ......................  66
     Section 13.04.  Certificate and Opinion as to Conditions Precedent ...............  67
     Section 13.05.  Statements Required in Certificate or Opinion ....................  67
     Section 13.06.  Separability Clause ..............................................  67
     Section 13.07.  Rules By Trustee, Paying Agent, Conversion Agent and Registrar ...  67
     Section 13.08.  Consent to Jurisdiction ..........................................  67
     Section 13.09.  Governing Law ....................................................  68
     Section 13.10.  No Recourse Against Others .......................................  68
     Section 13.11.  Successors .......................................................  68
     Section 13.12.  Multiple Originals ...............................................  68
     Section 13.13.  References .......................................................  68
     Section 13.14.  Calculations .....................................................  68
     Section 13.15.  Amendment and Restatement ........................................  69
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                                             iv

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                             CROSS-REFERENCE TABLE*

   TIA                                                               Indenture
 Section                                                              Section
---------                                                            ---------

310(a)(1) .........................................................     7.09
   (a)(2) .........................................................     N.A.
   (a)(3) .........................................................     N.A.
   (a)(4) .........................................................     N.A.
   (b)(1) .........................................................     7.09
   (c) ............................................................     N.A.
311(a) ............................................................     7.10
   (b) ............................................................     7.10
   (c) ............................................................     N.A.
312(a) ............................................................     2.05
   (b) ............................................................    13.03
   (c) ............................................................    13.03
313(a) ............................................................     7.05
   (b) ............................................................     7.05
   (c) ............................................................     N.A.
   (d) ............................................................     N.A.
314(a) ............................................................     4.02
   (b) ............................................................     N.A.
   (c)(1) .........................................................     N.A.
   (c)(2) .........................................................     N.A.
   (c)(3) .........................................................     N.A.
   (d) ............................................................     N.A.
   (e) ............................................................     N.A.
   (f) ............................................................     4.04
315(a) ............................................................     7.01
   (b) ............................................................     7.04
   (e) ............................................................     6.11
316(a)(last sentence) .............................................     2.08
   (a)(1)(A) ......................................................     6.05
   (a)(1)(B) ......................................................     6.04
   (a)(2) .........................................................     N.A.
   (b) ............................................................     N.A.
317(a)(1) .........................................................     N.A.
   (a)(2) .........................................................     N.A.
   (b) ............................................................     2.04
318(a) ............................................................     N.A.

     N.A. means Not Applicable. _______________

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

                                       v

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     AMENDED AND RESTATED INDENTURE, effective as of April 24, 2022, between BJ
Services Company, a Delaware corporation (the "Company"), and The Bank of New
York, a banking corporation organized and existing under the laws of the State
of New York, as trustee (the "Trustee").

                                   WITNESSETH:

     WHEREAS, the parties hereto entered into that certain Indenture dated as of
April 24, 2002 in respect of the Company's Convertible Senior Notes due 2022
(the "Original Indenture");

     WHEREAS, the offering circular pursuant to which the Company's Convertible
Senior Notes due 2022 (the "Securities") provides that in the event that any
Securities are repurchased by the Company at the option of a Holder (the
earliest such redemption date occurring on April 24, 2005), the "Market Price"
of any of the Company's Common Stock used as full or partial payment of the
redemption price will be determined using a twenty day averaging period, and the
Indenture as originally executed inadvertently provided for a five day averaging
period to be used in connection with the determination of the Market Price;

     WHEREAS, the Company wishes to correct the definition of Officers'
Certificate;

     WHEREAS, the Trustee wishes to correct its address for notices;

     WHEREAS, Section 9.01 of the Original Indenture permits amendments thereto
to be made by the Company and the Trustee without the consent of any
Securityholder in order to cure any ambiguity, omission, defect or
inconsistency; provided that such amendment does not materially adversely affect
the rights of any Securityholder; and

     WHEREAS, the Company and the Trustee have agreed, and hereby agree, to cure
the defects, ambiguities or inconsistencies referred to above, by amending and
restating the Original Indenture in accordance herewith.

     NOW, THEREFORE, each party agrees to amend and restate the Original
Indenture in its entirety as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's Securities:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.01. Definitions.

     "Accrued Original Issue Discount" of any Security represents the accrued
portion of the total Original Issue Discount. The total Original Issue Discount
is the excess of the Principal

                                       1

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Amount per Security over the Issue Price. Accrued Original Issue Discount will
be calculated on a daily basis at the yield of the Securities, on a semi-annual
bond equivalent basis, using a 360-day year composed of twelve 30-day months,
beginning on the Issue Date.

     "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 or cause the direction of 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.

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

     "Average Sale Price" means the average of the Sale Prices of the Common
Stock for the shortest of (1) 30 consecutive Trading Days ending on the last
full Trading Day prior to the Time of Determination with respect to the rights,
warrants or options or distribution in respect of which the Average Sale Price
is being calculated, and (2) the period (x) commencing on the date next
succeeding the first public announcement of (a) the issuance of rights, warrants
or options or (b) the distribution, in each case, in respect of which the
Average Sale Price is being calculated and (y) proceeding through the last full
Trading Day prior to the Time of Determination with respect to the rights,
warrants or options or distribution in respect of which the Average Sale Price
is being calculated (excluding days within such period, if any, that are not
Trading Days), and (3) the period, if any, (x) commencing on the date next
succeeding the Ex-Dividend Time with respect to the next preceding (a) issuance
of rights, warrants or options or (b) distribution, in each case, for which an
adjustment is required by the provisions of Section 11.07(d) or 11.08 and (y)
proceeding through the last full Trading Day prior to the Time of Determination
with respect to the rights, warrants or options or distribution in respect of
which the Average Sale Price is being calculated (excluding days within such
period, if any, that are not Trading Days).

     In the event that the Ex-Dividend Time (or in the case of a subdivision,
combination or reclassification, the effective date with respect thereto) with
respect to a dividend, subdivision, combination or reclassification to which
Section 11.07(a), (b), (c) or (d) applies occurs during the period applicable
for calculating "Average Sale Price" pursuant to the definition in the preceding
sentence, "Average Sale Price" shall be calculated for such period in a manner
determined by the Board of Directors of the Company to reflect the impact of
such dividend, subdivision, combination or reclassification on the Sale Price of
the Common Stock during such period.

     "Bankruptcy Law" means Title 11, United States Code, or any similar Federal
or state law for the relief of debtors.

                                       2

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     "Board of Directors" or "Board" means, with respect to any matter, either
the board of directors of the Company or any committee of such board duly
authorized, with respect to such matter, to exercise the powers of such board.

     "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 required by
law, regulation or executive order to close.

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

     "Certificated Security" means a Security that is in substantially the form
attached hereto as Annex A.

     "Common Stock" means the Common Stock, par value $0.10 per share, including
the Rights attached thereto of the Company, as it exists on the date of this
Indenture or any other shares of capital stock of the Company into which such
common stock shall be reclassified or changed.

     "Company" means the party named as the "Company" in the first paragraph of
this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by either of its Chairman or Vice Chairman of
the Board, its Chief Executive Officer, its President, any Vice President or its
Treasurer, and by an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any time its corporate trust business shall be administered, which office at
the dated hereof is located at 101 Barclay Street, Floor 21 West, New York, New
York 10286, Attention: Corporate Trust Department, or such other address as the
Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by
notice to the Holders and the Company).

     "corporation" includes corporations, associations, companies and business
trusts.

     "Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

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

     "Depositary" means, with respect to the Securities issuable or issued in
whole or in part in global form, the person specified in Section 2.03 as the
Depositary with respect to the

                                       3

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Securities, until a successor shall have been appointed and become such pursuant
to the applicable provision of this Indenture, and, thereafter, "Depositary"
shall mean or include such successor. The foregoing sentence shall likewise
apply to any subsequent such successor or successors.

     "Designated Subsidiary" means any Subsidiary, existing or future, the
assets of which represents more than 15% of the total assets of the Company and
its Subsidiaries, which determination shall be based upon the most recent annual
or quarterly financial statements published by the Company.

     "Global Security" means a permanent Global Security that is in
substantially the form attached hereto as Annex A.

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

     "Indenture" means this Amended and Restated Indenture, as amended or
supplemented from time to time in accordance with the terms hereof, including
the provisions of the TIA that are deemed to be a part hereof.

     "Institutional Accredited Investors" means institutional accredited
investors as defined in Rule 501(a)(1), (2), (3) and (7) under the Securities
Act.

     "Interest Payment Date" means April 24 and October 24 of each year,
commencing October 24, 2002.

     "Issue Date" of any Security means the date on which the Security was
originally issued or deemed issued as set forth on the face of the Security.

     "Issue Price" of any Security means, in connection with the original
issuance of such Security, the initial issue price at which the Security is sold
as set forth on the face of the Security.

     "Market Price" means the average of the Sale Prices of the Common Stock for
the twenty Trading Day period ending on and including (if the third Business Day
prior to the applicable Purchase Date is a Trading Day, or if not, then on the
last Trading Day prior to) the third Business Day immediately prior to, but not
including, the applicable Purchase Date, appropriately adjusted to take into
account the actual occurrence, during the period commencing on the first of such
Trading Days during such twenty Trading Day period and ending on such Purchase
Date, of any event described in Section 11.07, 11.08 or 11.09 that would result
in an adjustment to the Conversion Rate; subject, however, to the conditions set
forth in Sections 11.10 and 11.11.

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

                                       4

<PAGE>

     "Officers' Certificate" means a written certificate containing the
information specified in Sections 13.04 and 13.05, if applicable, signed in the
name of the Company by the Chairman or Vice Chairman of the Board, the
President, the Chief Executive Officer or a Vice President and by the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary, and delivered
to the Trustee.

     "Opinion of Counsel" means a written opinion containing the information
specified in Sections 13.04 and 13.05, if applicable, rendered by legal counsel
who may be (i) an employee of, or counsel to, the Company or (ii) other counsel
designated by the Company and acceptable in the reasonable judgment of the
Trustee.

     "Original Indenture" has the meaning specified in the recitals hereof.

     "Original Issue Discount" of any Security means the difference between the
Issue Price and the Principal Amount of the Security as set forth on the face of
the Security.

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

     "Principal", "Principal Amount" or "principal amount" of a Security means
the principal amount due at the Stated Maturity of the Security as set forth on
the face of the Security.

     "QIB" has the meaning specified in Section 2.11.

     "Redemption" or "redemption" shall have the meaning set forth in Section
3.01.

     "Redemption Date" or "redemption date" shall mean the date specified for
redemption of any of the Securities in accordance with the terms of the
Securities and this Indenture.

     "Redemption Price" or "redemption price" shall have the meaning set forth
in paragraph 5 of the Securities.

     "Restricted Certificated Security" means a Certificated Security which is a
Transfer Restricted Security.

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

     "Rights" means the preferred stock purchase rights issued pursuant to the
Amended and Restated Stockholder Rights Agreement of the Company, as amended or
restated from time to time.

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

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

                                       5

<PAGE>

     "Sale Price" of a single share of Common Stock on any Trading Day means the
closing per share sale price for the Common Stock (or if no closing sale price
is reported, the average of the bid and ask prices or, if more than one in
either case, the average of the average bid and the average ask prices) on such
Trading Day as reported on The New York Stock Exchange or other principal United
States securities exchange on which the Common Stock is listed for trading or,
if the Common Stock is not listed for trading on a United States national or
regional stock exchange, as reported by the National Association of Securities
Dealers Automated Quotation System or by the National Quotation Bureau
Incorporated. In the absence of a quotation, the Company will determine the Sale
Price on the basis of such quotations as it considers appropriate.

     "SEC" means the Securities and Exchange Commission.

     "Securities" means any of the Company's Convertible Senior Notes due 2022,
as amended or supplemented from time to time in accordance with the terms
hereof, issued under this Indenture.

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

     "Stated Maturity", when used with respect to any Security, means the date
specified in such Security as the final fixed date on which the Principal of
such Security is due and payable.

     "Subsidiary" means any corporation of which at the time of determination
the Company and/or one or more Subsidiaries owns or controls directly or
indirectly more than 50% of the shares of voting stock. "Wholly-owned", when
used with reference to a Subsidiary, means a Subsidiary of which all of the
outstanding capital stock (except for qualifying shares) is owned by the Company
or by one or more wholly-owned Subsidiaries.

     "Tax Event" means the receipt by the Company of an opinion of nationally
recognized tax counsel experienced in such matters to the effect that there is
more than an insubstantial risk that interest and Original Issue Discount
payable by the Company on the Securities on the next date on which interest and
Original Issue Discount is due would not be deductible, in whole or in part, by
the Company for United States federal income tax purposes as a result of (a) any
amendment to, change in, or announced proposed change in, the laws, or any
regulations thereunder, of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, (b) any amendment to or
change in an official interpretation or application of any such law or
regulations by any legislative body, court, governmental agency or regulatory
authority or (c) any official interpretation or pronouncement that provides for
a position with respect to any such laws or regulations that differs from the
generally accepted position on the date of the offering memorandum, which
amendment, change, or proposed change is effective or which interpretation or
pronouncement is announced on or after the date of the first issuance of
Securities under this Indenture.

     "TIA" means the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990, and as in effect on the date of this Indenture.

                                       6

<PAGE>

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

     "Transfer Certificate" has the meaning specified in Section 2.12(b)(1).

     "Transfer Restricted Securities" has the meaning specified in Section
2.12(f)(1).

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

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

     "Unrestricted Certificated Security" means a Certificated Security which is
not a Transfer Restricted Security.

     "Unrestricted Global Security" means a Global Security which is not a
Transfer Restricted Security.

     Section 1.02. Other Definitions.

                                                                    Defined in
                       Term                                           Section
--------------------------------------------------------------------------------
"Associate"                                                            3.10(a)
 ---------
"Bankruptcy Law"                                                       6.01
 --------------
"Change in Control"                                                    3.10(a)
 -----------------
"Change in Control Purchase Date"                                      3.10(a)
 -------------------------------
"Change in Control Purchase Notice"                                    3.10(c)
 ---------------------------------
"Change in Control Purchase Price"                                     3.10(a)
 --------------------------------
"Company Notice"                                                       3.09(e)
 --------------
"Company Notice Date"                                                  3.09(e)
 -------------------
"Conversion Agent"                                                     2.03
 ----------------
"Conversion Date"                                                     11.02
 ---------------
"Conversion Rate"                                                     11.01
 ---------------
"Defaulted Interest"                                                  12.02
 ------------------
"DTC"                                                                  2.03
 ---

                                       7

<PAGE>

                                                                    Defined in
                       Term                                           Section
--------------------------------------------------------------------------------
"Event of Default"                                                      6.01
 ----------------
"Exchange Act"                                                          3.09(d)
 ------------
"Ex-Dividend Measurement Period"                                       11.09
 ------------------------------
"Ex-Dividend Time"                                                     11.01
 ----------------
"Extraordinary Cash Dividend"                                          11.09
 ---------------------------
"Notice of Default"                                                     6.01
 -----------------
"Paying Agent"                                                          2.03
 ------------
"Purchase Date"                                                         3.09(a)
 -------------
"Purchase Notice"                                                       3.09(a)
 ---------------
"Purchase Price"                                                        3.09(a)
 --------------
"Registrar"                                                             2.03
 ---------
"Regular Record Date"                                                  12.01
 -------------------
"Securities Act"                                                        3.09(d)
 --------------
"Time of Determination"                                                11.01
 ---------------------

     Whenever this Indenture refers to a provision of the TIA, such provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

     "Commission" means the SEC.

     "indenture securities" means the Securities.

     "indenture security holder" means a Securityholder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor" on the indenture securities means the Company.

     All other TIA terms used in this Indenture that are defined by the TIA or
defined by TIA reference to another statute or regulation have the meanings
assigned to them by such definitions.

     Section 1.03. Rules of Construction. Unless the context otherwise requires:

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

          (b) an accounting term not otherwise defined has the meaning assigned
     to it in accordance with generally accepted accounting principles as in
     effect from time to time in The United States of America;

          (c) "or" is not exclusive;

          (d) "including" means including, without limitation; and

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

     Section 1.04. Acts of Holders.

          (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 their
     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 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 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 acknowledgements of deeds, certifying that the
     individual signing such instrument or writing acknowledged to such officer
     the execution thereof. Where such execution is by a signer acting in a
     capacity other than such signer's individual capacity, such certificate or
     affidavit shall also constitute sufficient proof of such signer's
     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 deems sufficient.

          (c) The ownership of Securities shall be proved by the register for
     the Securities or by a certificate of the Registrar (as defined below).

          (d) 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.

          (e) If the Company shall solicit from the Holders any request, demand,
     authorization, direction, notice, consent, waiver or other Act, the Company
     may, at its option, by or pursuant to a resolution of the Board of
     Directors, fix in advance a record date for the determination of Holders
     entitled to give such request, demand, authorization, direction, notices,
     consent, waiver or other Act, but the Company shall have no obligation to
     do so. If such a record date is fixed, such request, demand, authorization,
     direction, notice, consent, waiver or other Act may be given before or
     after such record date, but only the Holders of record at the close of
     business on such record

                                       9

<PAGE>

     date shall be deemed to be Holders for purposes of determining whether
     Holders of the requisite proportion of outstanding Securities have
     authorized or agreed or consented to such request, demand, authorization,
     direction, notice, consent, waiver or other Act, and for that purpose the
     outstanding Securities shall be computed as of such record date; provided
     that no such authorization, agreement or consent by the Holders on such
     record date shall be deemed effective unless it shall become effective
     pursuant to the provisions of this Indenture not later than six months
     after the record date.

                                   ARTICLE II

                                 THE SECURITIES

     Section 2.01. Form and Dating. The Securities and the Trustee's certificate
of authentication shall be substantially in the forms of Annex A, which is a
part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage (provided that any
such notation, legend or endorsement required by usage is in a form acceptable
to the Company and the Trustee). Each Security shall be dated the date of its
authentication.

     The Securities shall be issued, initially in the form of one or more global
Securities, which shall be deposited with DTC or the nominee thereof, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided.

     Each global Security shall represent such of the outstanding Securities as
shall be specified therein and each shall provide that it shall represent the
aggregate amount of outstanding Securities from time to time endorsed thereon
and that the aggregate amount of outstanding Securities represented thereby may
from time to time be reduced to reflect conversions, repurchases and
redemptions. Any endorsement of a global Security to reflect the amount of any
decrease in the amount of outstanding Securities represented thereby shall be
made by the Trustee in accordance with instructions given by the Holder thereof
as required by Section 2.12.

     Section 2.02. Execution and Authentication. The Securities shall be
executed by the Company by any one of its Chairman or Vice Chairman of the
Board, its Chief Executive Officer, its President, its Treasurer or one of its
Vice Presidents. 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 Issue Date of such Securities.

     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 duly
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

                                       10

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     The Trustee shall authenticate and deliver Securities for original issue in
an aggregate Principal Amount of $516,350,000 upon a Company Order without any
further action by the Company. The aggregate Principal Amount of Securities
outstanding at any time may not exceed the amount set forth in the foregoing
sentence, except as provided in Section 2.07.

     Section 2.03. Registrar, Paying Agent, Conversion Agent and Depositary. The
Company shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange ("Registrar"), an office or agency
where Securities may be presented for purchase or payment ("Paying Agent") and
an office or agency where Securities may be presented for conversion
("Conversion Agent"). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may have one or more co-registrars,
one or more additional paying agents and one or more additional conversion
agents. The term Paying Agent includes any additional paying agent. The term
Conversion Agent includes any additional conversion agent.

     The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-registrar other than the
Trustee. The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee and the Holders of
the name and address of any such agent and of any change in the office or agency
referred to in Section 4.05. If the Company fails to maintain a Registrar,
Paying Agent or Conversion Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.06. The
Company or any Subsidiary or an Affiliate of either of them may act as Paying
Agent, Registrar, Conversion Agent or co-registrar.

     The Company initially appoints the Trustee as Registrar, Conversion Agent
and Paying Agent in connection with the Securities.

     The Company initially appoints The Depositary Trust Company ("DTC") to act
as Depositary with respect to the global Securities.

     Section 2.04. Paying Agent To Hold Money and Securities in Trust. Except as
otherwise provided herein, prior to or on each due date of payments in respect
of any Security, the Company shall deposit with the Paying Agent a sum of money
or, if permitted by the terms hereof, securities sufficient to make such
payments when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money and securities
held by the Paying Agent for the making of payments in respect of the Securities
and shall notify the Trustee of any default by the Company in making any such
payment. At any time during the continuance of any default by the Company in
making any payments in respect of the Securities, the Paying Agent shall, upon
the written request of the Trustee, forthwith pay to the Trustee all money and
securities so held in trust. If the Company, a Subsidiary or an Affiliate of
either of them acts as Paying Agent, it shall segregate the money and securities
held by it as Paying Agent and hold it as a separate trust fund. The Company at
any time may require a Paying Agent to pay all money and securities held by it
to the Trustee and to account for any money and securities disbursed by it. Upon
doing so, the Paying Agent shall have no further liability for the money and
securities.

                                       11

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     Section 2.05. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall furnish or cause to be furnished to the Trustee (i)
at least semiannually on April 1 and October 1 a list of the names and addresses
of Securityholders dated within 15 days of the date on which the list is
furnished and (ii) at such other times as the Trustee may request in writing a
list, in such form and as of such date as the Trustee may reasonably require, of
the names and addresses of Securityholders.

     Section 2.06. Transfer and Exchange. Upon surrender for registration of
transfer of any Security, together with a written instrument of transfer
reasonably satisfactory to the Trustee duly executed by the Securityholder or
such Securityholder's attorney duly authorized in writing, at the office or
agency of the Company designated as Registrar or co-registrar pursuant to
Section 2.03 or at the office or agency referred to in Section 4.05, 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 denomination or denominations, of a like aggregate Principal Amount.
The Company shall not charge a service charge for any registration of transfer
or exchange, but the Company may require payment of a sum sufficient to pay all
taxes, assessments or other governmental charges that may be imposed in
connection with the transfer or exchange of the Securities from the
Securityholder requesting such transfer or exchange (other than any exchange of
a temporary Security for a definitive Security not involving any change in
ownership).

     At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
Principal Amount, upon surrender of the Securities to be exchanged, together
with a written instrument of transfer reasonably satisfactory to the Registrar
duly executed by the Securityholder or such Securityholder's attorney duly
authorized in writing, 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.

     The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of (a) Securities selected for redemption
(except, in the case of Securities to be redeemed in part, the portion thereof
not to be redeemed), (b) any Securities in respect of which a Purchase Notice or
a Change in Control Purchase Notice has been given and not withdrawn by the
Holder thereof in accordance with the terms of this Indenture (except, in the
case of Securities to be purchased in part, the portion thereof not to be
purchased) or (c) any Securities for a period of 15 days before the mailing of a
notice of redemption.

     Notwithstanding any provision to the contrary herein, so long as a global
Security remains outstanding and is held by or on behalf of the Depositary,
transfers of a global Security, in whole or in part, shall be made only in
accordance with Section 2.12 and this Section 2.06. Transfers of a global
Security shall be limited to transfers of such global Security in whole, or in
part, to nominees of the Depositary or to a successor of the Depositary or such
successor's nominee.

                                       12

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     Section 2.07. Replacement Securities. If (a) any mutilated Security is
surrendered to the Company or the Trustee, or (b) the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Security, and there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each 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 upon its
written request the Trustee shall authenticate and deliver, in exchange for any
such mutilated Security or in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and Principal Amount, bearing a number
not contemporaneously outstanding.

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

     Upon the issuance of any new Securities 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) in connection therewith.

     Every new Security issued pursuant to this Section in lieu of any
mutilated, 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 benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

     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 2.08. Outstanding Securities; Determinations of Holders' Action.
Securities outstanding at any time are all the Securities authenticated by the
Trustee except for those cancelled by it, those delivered to it for
cancellation, mutilated, destroyed, lost or stolen Securities for which the
Trustee has authenticated and delivered a new Security in lieu therefor pursuant
to Section 2.07, those paid pursuant to Section 2.07, and those described in
this Section 2.08 as not outstanding. A Security does not cease to be
outstanding because the Company or an Affiliate thereof holds the Security;
provided, however, that in determining whether the Holders of the requisite
Principal Amount of Securities have given or concurred in any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities
beneficially owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or such other obligor shall be disregarded and
deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Subject to the foregoing, only Securities
outstanding at the time of such determination shall be considered in any such
determination (including, without limitation, determinations pursuant to
Articles 6 and 9).

                                       13

<PAGE>

     If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof reasonably satisfactory to it that
the replaced Security is held by a bona fide purchaser.

     If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following a Purchase Date, or on the
Business Day following a Change in Control Purchase Date, or at Stated Maturity,
money or, if permitted by the terms hereof, securities and/or cash sufficient to
pay the Securities payable on that date, then on and after that date such
Securities shall cease to be outstanding and Original Issue Discount and
interest on such Securities shall cease to accrue and all other rights of the
Holder shall terminate (other than the right to receive the applicable
Redemption Price, Purchase Price or Change in Control Purchase Price, as the
case may be, upon delivery of the Security in accordance with the terms of this
Indenture); provided, that if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made.

     If a Security is converted in accordance with Article 11, then from and
after the Conversion Date such Security shall cease to be outstanding and
Original Issue Discount and interest shall cease to accrue on such Security.

     Section 2.09. 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
conclusively 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 the office
or agency of the Company designated for such purpose pursuant to Section 2.03 or
4.05, 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 2.10. Cancellation. All Securities surrendered for payment,
redemption or purchase by the Company pursuant to Article 3, conversion pursuant
to Article 11, registration of transfer or exchange shall, if surrendered to any
person other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted

                                       14

<PAGE>

by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of by the Trustee in accordance with its standard procedures unless the
Company directs by Company Order that the Trustee deliver cancelled Securities
to the Company.

     Section 2.11. Restricted Global Securities. All of the Securities are
initially being offered and sold to qualified institutional buyers as defined in
Rule 144A (collectively, "QIBs" or individually a "QIB") in reliance on Rule
144A under the Securities Act and shall be issued initially in the form of one
or more Restricted Global Securities, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Trustee, at its
Corporate Trust Office, as custodian for DTC, and registered in the name of its
nominee, Cede & Co., duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate Principal Amount of a Restricted
Global Security may from time to time be increased or decreased by adjustments
made on the records of the Trustee as hereinafter provided, subject in each case
to compliance with the Applicable Procedures.

     Section 2.12. Transfer Restriction.

          (a)  Transfer and Exchange of Global Securities.

               (1) Except as provided in Section 2.12(b), Certificated
          Securities shall be issued in exchange for interests in the Global
          Securities only if (x) the Depositary notifies the Company that it is
          unwilling or unable to continue as depositary for the Global
          Securities or if it at any time ceases to be a "clearing agency"
          registered under the Exchange Act if so required by applicable law or
          regulation and a successor depositary is not appointed by the Company
          within 60 days, (y) an Event of Default with respect to the Securities
          has occurred and is continuing or (z) the Company executes and
          delivers to the Trustee a Company Order to the effect that the Global
          Securities shall be exchangeable. In each case, the Company shall
          execute, and the Trustee shall, upon receipt of a Company Order (which
          the Company agrees to deliver promptly), authenticate and deliver
          Certificated Securities in an aggregate Principal Amount equal to the
          Principal Amount of such Global Securities in exchange therefor. Only
          Restricted Certificated Securities shall be issued in exchange for
          beneficial interests in Restricted Global Securities, and only
          Unrestricted Certificated Securities shall be issued in exchange for
          beneficial interests in Unrestricted Global Securities. Certificated
          Securities issued in exchange for beneficial interests in Global
          Securities shall be registered in such names and shall be in such
          authorized denominations as the Depositary, pursuant to instructions
          from its direct or indirect participants or otherwise, shall instruct
          the Trustee. The Trustee shall deliver or cause to be delivered such
          Certificated Securities to the persons in whose names such Securities
          are so registered. Such exchange shall be effected in accordance with
          the Applicable Procedures. Nothing herein shall require the Trustee to
          communicate directly with beneficial owners, and the Trustee shall in
          connection with any transfers hereunder be entitled to rely on
          instructions received through the registered Holder.

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               In the event that Certificated Securities are issued in exchange
          for beneficial interests in Global Securities in accordance with the
          foregoing paragraph and, thereafter, the events or conditions
          specified in this Section 2.12(a)(1) which required such exchange
          shall have ceased to exist, the Company shall mail notice to the
          Trustee and to the Holders stating that Holders may exchange
          Certificated Securities for interests in Global Securities by
          complying with the procedures set forth in this Indenture and briefly
          describing such procedures and the events or circumstances requiring
          that such notice be given.

               (2) Notwithstanding any other provisions of this Indenture other
          than the provisions set forth in Section 2.12(a)(1) hereof, a Global
          Security may not be transferred, except as a whole by the Depositary
          to a nominee of the Depositary or by a nominee of the Depositary to
          the Depositary or another nominee of the Depositary or by the
          Depositary or any such nominee to a successor Depositary or a nominee
          of such successor Depositary. Nothing in this Section 2.12(a)(2) shall
          prohibit or render ineffective any transfer of a beneficial interest
          in a Global Security effected in accordance with the other provisions
          of this Section 2.12.

          (b)  Restrictions on Transfer of a Beneficial Interest in a Global
     Security for a Certificated Security. A beneficial interest in a Global
     Security may not be exchanged for a Certificated Security except upon
     satisfaction of the requirements set forth below. Upon receipt by the
     Trustee of a request in the form satisfactory to the Trustee from the
     Depositary or its nominee on behalf of a person having a beneficial
     interest in a Global Security to register the transfer of all or a portion
     of such beneficial interest in accordance with Applicable Procedures for a
     Certificated Security, together with:

               (1) in the case of a request to register the transfer of a
          beneficial interest in a Restricted Global Security, a certificate (a
          "Transfer Certificate"), in substantially the form set forth in
          Exhibit B-1, and a certification in substantially the form set forth
          in Exhibit B-2, that such beneficial interest in the Restricted Global
          Security is being transferred to an Institutional Accredited Investor;

               (2) written instructions to the Trustee to make, or direct the
          Registrar to make, an adjustment on its books and records with respect
          to such Global Security to reflect a decrease in the aggregate
          Principal Amount of the Securities represented by the Global Security,
          such instructions to contain information regarding the Depositary
          account to be credited with such decrease; and

               (3) if the Company or the Trustee so requests, an Opinion of
          Counsel, certificates and other information reasonably acceptable to
          them as to the compliance with the restrictions set forth in the
          legend described in Section 2.12(f)(1),

          then the Trustee shall cause, or direct the Registrar to cause, in
     accordance with the standing instructions and procedures existing between
     the Depositary and the

                                       16

<PAGE>

     Registrar, the aggregate Principal Amount represented by the Global
     Security to be decreased by the aggregate Principal Amount of the
     Certificated Security to be issued, shall authenticate and deliver such
     Certificated Security and shall debit or cause to be debited to the account
     of the Person specified in such instructions a beneficial interest in the
     Global Security equal to the Principal Amount of the Certificated Security
     so issued.

          (c)  Transfer and Exchange of Certificated Securities. When
     Certificated Securities are presented by a Holder to a Registrar with a
     request:

               (1) to register the transfer of the Certificated Securities to a
          person who will take delivery thereof in the form of Certificated
          Securities only; or

               (2) to exchange such Certificated Securities for an equal
          Principal Amount of Certificated Securities of other authorized
          denominations,

          such Registrar shall register the transfer or make the exchange as
     requested; provided, however, that the Certificated Securities presented or
     surrendered for register of transfer or exchange:

               (1) shall be duly endorsed or accompanied by a written instrument
          of transfer in accordance with Section 2.06 herein; and

               (2) in the case of a Restricted Certificated Security, such
          request shall be accompanied by the following additional information
          and documents, as applicable:

                   (A) if such Restricted Certificated Security is being
               delivered to the Registrar by a Holder for registration in the
               name of such Holder, without transfer, or such Restricted
               Certificated Security is being transferred to the Company or a
               Subsidiary of the Company, a certification to that effect from
               such Holder (in substantially the form set forth in the Transfer
               Certificate)

                   (B) if such Restricted Certificated Security is being
               transferred to a person the Holder reasonably believes is a QIB
               in accordance with Rule 144A or pursuant to an effective
               registration statement under the Securities Act, a certification
               to that effect from such Holder (in substantially the form set
               forth in the Transfer Certificate); or

                   (C) if such Restricted Certificated Security is being
               transferred to an Institutional Accredited Investor, a
               certification to that effect from such Holder (in substantially
               the form set forth in the Transfer Certificate), a certification
               from the Institutional Accredited Investor to whom such
               Restricted Certificated Security is being transferred in
               substantially the form set forth in Exhibit B-2, and, if the
               Company or such Registrar so requests, an Opinion of Counsel,
               certificates and other information

                                       17

<PAGE>

               reasonably acceptable to them as to the compliance with the
               restrictions set forth in the legend described in Section
               2.12(f)(1).

                   (D) if such Restricted Certificated Security is being
               transferred (i) pursuant to an exemption from the registration
               requirements of the Securities Act in accordance with Rule 144 or
               (ii) pursuant to an exemption from the registration requirements
               of the Securities Act (other than pursuant to Rule 144A or Rule
               144) and as a result of which, in the case of a Security
               transferred pursuant to this clause (ii), such Security shall
               cease to be a "restricted security" within the meaning of Rule
               144, a certification to that effect from the Holder (in
               substantially the form set forth in the Transfer Certificate)
               and, if the Company or such Registrar so requests, an Opinion of
               Counsel, certificates and other information reasonably acceptable
               to the Company and such Registrar to the effect that such
               transfer is in compliance with the Securities Act.

          (d)  Transfer of a Beneficial Interest in a Restricted Global Security
     for a Beneficial Interest in an Unrestricted Global Security. Any person
     having a beneficial interest in a Restricted Global Security may upon
     request, subject to the Applicable Procedures, transfer such beneficial
     interest to a person who is required or permitted to take delivery thereof
     in the form of an Unrestricted Global Security. Upon receipt by the Trustee
     of written instructions or such other form of instructions as is customary
     for the Depositary, from the Depositary or its nominee on behalf of any
     person having a beneficial interest in a Restricted Global Security and the
     following additional information and documents in such form as is customary
     for the Depositary from the Depositary or its nominee on behalf of the
     person having such beneficial interest in the Restricted Global Security
     (all of which may be submitted by facsimile or electronically):

               (1) if such beneficial interest is being transferred pursuant to
          an effective registration statement under the Securities Act, a
          certification to that effect from the transferor (in substantially the
          form set forth in the Transfer Certificate); or

               (2) if such beneficial interest is being transferred (i) pursuant
          to an exemption from the registration requirements of the Securities
          Act in accordance with Rule 144 or (ii) pursuant to an exemption from
          the registration requirements of the Securities Act (other than
          pursuant to Rule 144A or Rule 144) and as a result of which, in the
          case of a Security transferred pursuant to this clause (ii), such
          Security shall cease to be a "restricted security" within the meaning
          of Rule 144, a certification to that effect from the transferor (in
          substantially the form set forth in the Transfer Certificate) and, if
          the Company or the Trustee so requests, an Opinion of Counsel,
          certificates and other information reasonably acceptable to the
          Company and the Trustee to the effect that such transfer is in
          compliance with the Securities Act,

                                       18

<PAGE>

     the Trustee, as a Registrar and Securities Custodian, shall reduce or cause
     to be reduced the aggregate Principal Amount of the Restricted Global
     Security by the appropriate Principal Amount and shall increase or cause to
     be increased the aggregate Principal Amount of the Unrestricted Global
     Security by a like Principal Amount. Such transfer shall otherwise be
     effected in accordance with the Applicable Procedures. If no Unrestricted
     Global Security is then outstanding, the Company shall execute and the
     Trustee shall, upon receipt of a Company Order (which the Company agrees to
     deliver promptly), authenticate and deliver an Unrestricted Global
     Security.

          (e)  Transfers of Certificated Securities for Beneficial Interest in
     Global Securities. If Certificated Securities are presented by a Holder to
     a Registrar with a request:

               (1) to register the transfer of such Certificated Securities to a
          person who will take delivery thereof in the form of a beneficial
          interest in a Global Security, which request shall specify whether
          such Global Security will be a Restricted Global Security or an
          Unrestricted Global Security; or

               (2) to exchange such Certificated Securities for an equal
          Principal Amount of beneficial interests in a Global Security, which
          beneficial interests will be owned by the Holder transferring such
          Certificated Securities (provided that in the case of such an
          exchange, Restricted Certificated Securities may be exchanged only for
          Restricted Global Securities and Unrestricted Certificated Securities
          may be exchanged only for Unrestricted Global Securities),

     the Registrar shall register the transfer or make the exchange as requested
     by canceling such Certificated Security and causing, or directing the
     Securities Custodian to cause, the aggregate Principal Amount of the
     applicable Global Security to be increased accordingly and, if no such
     Global Security is then outstanding, the Company shall issue and the
     Trustee shall authenticate and deliver a new Global Security; provided,
     however, that the Certificated Securities presented or surrendered for
     registration of transfer or exchange:

               (1) shall be duly endorsed or accompanied by a written instrument
          of transfer in accordance with Section 2.06 herein;

               (2) in the case of a Restricted Certificated Security to be
          transferred for a beneficial interest in an Unrestricted Global
          Security, such request shall be accompanied by the following
          additional information and documents, as applicable:

                   (A) if such Restricted Certificated Security is being
               transferred pursuant to an effective registration statement under
               the Securities Act, a certification to that effect from such
               Holder (in substantially the form set forth in the Transfer
               Certificate); or

                   (B) if such Restricted Certificated Security is being
               transferred pursuant to (i) an exemption from the registration
               requirements of the

                                       19

<PAGE>

               Securities Act in accordance with Rule 144 or (ii) pursuant to an
               exemption from the registration requirements of the Securities
               Act (other than pursuant to Rule 144A or Rule 144) and as a
               result of which, in the case of a Security transferred pursuant
               to this clause (ii), such Security shall cease to be a
               "restricted security" within the meaning of Rule 144, a
               certification to that effect from such Holder (in substantially
               the form set forth in the Transfer Certificate), and, if the
               Company or the Registrar so requests, an Opinion of Counsel,
               certificates and other information reasonably acceptable to the
               Company and the Trustee to the effect that such transfer is in
               compliance with the Securities Act;

               (3)  in the case of a Restricted Certificated Security to be
          transferred or exchanged for a beneficial interest in a Restricted
          Global Security, such request shall be accompanied by a certification
          from such Holder (in substantially the form set forth in the Transfer
          Certificate) to the effect that such Restricted Certificated Security
          is being transferred to a person the Holder reasonably believes is a
          QIB (which, in the case of an exchange, shall be such Holder) in
          accordance with Rule 144A; and

               (4)  in the case of an Unrestricted Certificated Security to be
          transferred or exchanged for a beneficial interest in an Unrestricted
          Global Security, such request need not be accompanied by any
          additional information or documents.

          (f)  Legends.

               (1)  Except as permitted by the following paragraphs (2) and (3),
          each Global Security and Certificated Security (and all Securities
          issued in exchange therefor or upon registration of transfer or
          replacement thereof and any Common Stock issuable upon conversion
          thereof) shall bear a legend in substantially the form called for by
          footnote 2 to Annex A hereto (each a "Transfer Restricted Security"
          for so long as such Security or Common Stock issuable upon conversion
          thereof is required by this Indenture to bear such legend). Each
          Transfer Restricted Security shall have attached thereto a Transfer
          Certificate in substantially the form set forth in Exhibit B-1 hereto.

               (2)  Upon any sale or transfer of a Transfer Restricted Security
          (x) pursuant to Rule 144, (y) pursuant to an effective registration
          statement under the Securities Act or (z) pursuant to any other
          available exemption (other than Rule 144A) from the registration
          requirements of the Securities Act and as a result of which, in the
          case of a Security transferred pursuant to this clause (z), such
          Security shall cease to be a "restricted security" within the meaning
          of Rule 144:

                    (A) in the case of any Restricted Certificated Security, any
               Registrar shall permit the Holder thereof to exchange such
               Restricted

                                       20

<PAGE>

                           Certificated Security for an Unrestricted
                           Certificated Security, or (under the circumstances
                           described in Section 2.12(e) hereof) to transfer such
                           Restricted Certificated Security to a transferee who
                           shall take such Security in the form of a beneficial
                           interest in an Unrestricted Global Security, and in
                           each case shall rescind any restriction on the
                           transfer of such Security; provided, however, that
                           the Holder of such Restricted Certificated Security
                           shall, in connection with such exchange or transfer,
                           comply with the other applicable provisions of this
                           Section 2.12; and

                               (B) in the case of any beneficial interest in a
                           Restricted Global Security, the Trustee shall permit
                           the beneficial owner thereof to transfer such
                           beneficial interest to a transferee who shall take
                           such interest in the form of a beneficial interest in
                           an Unrestricted Global Security and shall rescind any
                           restriction on transfer of such beneficial interest;
                           provided, however, that such Unrestricted Global
                           Security shall continue to be subject to the
                           provisions of Section 2.12(a)(2) hereof, and provided
                           further, however, that the owner of such beneficial
                           interest shall, in connection with such transfer,
                           comply with the other applicable provisions of this
                           Section 2.12.

                           (3) Upon the exchange, registration of transfer or
               replacement of Securities not bearing the legend described in
               paragraph (1) above, the Company shall execute, the Trustee shall
               authenticate and deliver Securities that do not bear such legend
               and which do not have a Transfer Certificate attached thereto.

               (g)         Transfers to the Company. Nothing in this Indenture
          or in the Securities shall prohibit the sale or other transfer of any
          Securities (including beneficial interests in Global Securities) to
          the Company or any of its Subsidiaries, which Securities shall
          thereupon be canceled in accordance Section 2.10 of the Indenture.

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

          Section 2.13.    CUSIP Numbers. The Company in issuing the Securities
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be

                                       21

<PAGE>

affected by any defect in or omission of such numbers. The Company will promptly
notify the Trustee of any change in the CUSIP numbers.

                                  ARTICLE III

                            REDEMPTION AND PURCHASES

         Section 3.01.   Right to Redeem; Notices to Trustee.

         The Company, at its option, may redeem the Securities in accordance
with the provisions of paragraphs 5 and 7 of the Securities. If the Company
elects to redeem Securities pursuant to paragraph 5 of the 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 3.01 by a Company Order at least 30 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee). If fewer than
all the Securities are to be redeemed, the record date relating to such
redemption shall be selected by the Company and given to the Trustee, which
record date shall not be less than ten days after the date of notice to the
Trustee.

         Section 3.02.   Tax Event Redemption.

         If a Tax Event shall occur and be continuing, the Company may, at its
option, redeem the Securities in whole (but not in part) at any time at a price
per Security equal to the Issue Price plus Accrued Original Issue Discount and
accrued and unpaid interest to, but excluding, the date of redemption (the "Tax
Event Redemption Date"). Interest on the Securities which is due and payable on
or prior to the Tax Event Redemption Date will be payable to the Holders of the
Securities registered as such at the close of business on the Regular Record
Date. If, following the occurrence of a Tax Event, the Company exercises its
option to redeem the Securities, the Company will inform the Holders of the
Company's election to redeem the Securities by forwarding a notice of
redemption. Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the Tax Event Redemption Date to each registered Holder
of the Securities to be repaid at its registered address. Unless the Company
defaults in payment of the Redemption Price, on and after the Tax Event
Redemption Date interest shall cease to accrue on the Securities.

         Section 3.03.   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 based on ownership thereof 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 at least 30
days but not more than 60 days before the Redemption Date from outstanding
Securities not previously called for redemption. The Trustee may select for
redemption portions of the Principal Amount of Securities that have
denominations larger than $1,000.

                                       22

<PAGE>

          Securities and any portions thereof that the Trustee selects shall be
in Principal Amounts of $1,000 or an integral multiple of $1,000. Provisions of
this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption. The Trustee shall notify the
Company promptly of the Securities or portions of Securities to be 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.

          Nothing in this Section 3.03 shall affect the right of any Holder to
convert any Security pursuant to Article 11 before the termination of the
conversion right with respect thereto.

          Section 3.04.   Notice of Redemption.

          At least 30 days but not more than 60 days before a Redemption Date,
the Company shall give notice of redemption to each Holder of Securities to be
redeemed in the manner provided in Section 13.02.

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

               (a) the Redemption Date;

               (b) the Redemption Price;

               (c) the Conversion Rate;

               (d) the name and address of the Paying Agent and Conversion Agent
          and of the office or agency referred to in Section 4.05;

               (e) that Securities called for redemption may be converted to
          Common Stock at any time before the close of business on the second
          Business Day immediately preceding the Redemption Date, even if not
          otherwise convertible at such time;

               (f) that Holders who want to convert Securities to Common Stock
          must satisfy the requirements set forth in paragraph 8 of the
          Securities;

               (g) that Securities called for redemption must be surrendered to
          the Paying Agent or at the office or agency referred to in Section
          4.05 to collect the Redemption Price;

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

                                       23




<PAGE>

               (i) that, unless the Company defaults in its obligation to make
          payment of such Redemption Price on Securities called for redemption,
          Original Issue Discount and interest will cease to accrue on and after
          the Redemption Date; and

               (j) 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 at least 15 days (unless a shorter period shall be
acceptable to the Trustee) prior to the date such notice of redemption must be
mailed.

          Section 3.05. 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 3.06. Deposit of Redemption Price. Prior to 10:00 a.m. (New
York City time), on the Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary of the Company or an Affiliate
of any 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 to Common Stock. The Paying Agent shall as
promptly as practicable return to the Company any money not required for that
purpose because of conversion of Securities and/or Common Stock pursuant to
Article 11. If such money and/or Common Stock is then held by the Company or a
Subsidiary or an Affiliate of the Company in trust and is not required for such
purpose it shall be discharged from such trust.

          Section 3.07. 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 3.08. [Reserved].

          Section 3.09. Purchase of Securities at the Option of the Holder. (a)
General. If a Holder exercises its right as provided under this Section 3.09 to
require the Company to repurchase the Securities, the Securities shall be
purchased by the Company on April 24, 2005, April 24, 2007, April 24, 2012, and
April 24, 2017 (each, a "Purchase Date"), at the purchase price of:

          . $817.99 per $1,000 of Principal Amount on April 24, 2005;

          . $836.90 per $1000 of Principal Amount on April 24, 2007;

          . $886.93 per $1,000 of Principal Amount on April 24, 2012; and

                                       24

<PAGE>

  .  $941.18 per $1,000 of Principal Amount on April 24, 2017; (each, a
     "Purchase Price", as applicable), plus, in each case, accrued and unpaid
     interest to, but excluding, the Purchase 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 "Purchase Notice") at any time from the opening
           of business on the date that is at least 20 Business Days prior to a
           Purchase Date until the close of business on the Business Day
           immediately preceding such Purchase Date stating:

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

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

                    (C) that such Security shall be purchased as of the Purchase
               Date pursuant to the terms and conditions specified in the
               Securities, and

                    (D) in the event the Company elects, pursuant to Section
               3.09(b), to pay the Purchase Price to be paid as of such Purchase
               Date, in whole or in part, in shares of Common Stock but such
               portion of the Purchase Price shall ultimately be payable to such
               Holder entirely in cash because any of the conditions to payment
               of the Purchase Price (or a portion thereof) in Common Stock is
               not satisfied prior to the close of business on such Purchase
               Date, as set forth in Section 3.09(d), whether such Holder elects
               (i) to withdraw such Purchase Notice as to some or all of the
               Securities to which such Purchase Notice relates (stating the
               Principal Amount and certificate numbers of the Securities as to
               which such withdrawal shall relate), or (ii) to receive cash in
               respect of the entire Purchase Price for all Securities (or
               portions thereof) to which such Purchase Notice relates; and

                (2) delivery of such Security to the Paying Agent prior to, on
           or after the Purchase 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 Purchase Price therefor; provided,
           however, that such Purchase Price shall be so paid pursuant to this
           Section 3.09 only if the Security so delivered to the Paying Agent
           shall conform in all respects to the description thereof in the
           related Purchase Notice, as determined by the Company.

     If a Holder, in such Holder's Purchase Notice and in any written notice of
withdrawal delivered by such Holder pursuant to the terms of Section 3.11, fails
to indicate such Holder's choice with respect to the election set forth in
clause (D) of Section 3.09(a)(1), such Holder shall be deemed to have elected to
receive cash in respect of the Purchase Price for all Securities subject to such
Purchase Notice in the circumstances set forth in such clause (D).

                                       25

<PAGE>

          The Company shall purchase from the Holder thereof, pursuant to this
Section 3.09, a portion of a Security if the Principal Amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Security also apply to the purchase of such
portion of such Security.

          Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.09 shall be consummated by the delivery of the consideration to
be received by the Holder as promptly as practicable following the later of the
Purchase Date and the time of delivery of the Security.

          Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent or the office or agency referred to in Section 4.05 the
Purchase Notice contemplated by this Section 3.09(a) shall have the right to
withdraw such Purchase Notice at any time prior to the close of business on the
Purchase Date by delivery of a written notice of withdrawal to the Paying Agent
in accordance with Section 3.11.

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

               (b) Company's Right to Elect Manner of Payment of Purchase Price.
          The Securities to be purchased pursuant to Section 3.09(a) may be paid
          for, at the election of the Company, in cash or Common Stock, or in
          any combination of cash and Common Stock, subject to the conditions
          set forth in Sections 3.09(c) and (d). The Company shall designate, in
          the Company Notice delivered pursuant to Section 3.09(e), whether the
          Company will purchase the Securities on such Purchase Date for cash or
          Common Stock, or, if a combination thereof, (i) the percentages of the
          Purchase Price of Securities in respect of which it will pay in cash
          or Common Stock or (ii) the amount of cash to be included in such
          combination; provided that the Company will pay cash for fractional
          interests in Common Stock. Each Holder whose Securities are purchased
          pursuant to this Section 3.09 shall receive the same percentage of
          cash or Common Stock in payment of the Purchase Price for such
          Securities, except (i) as provided in Section 3.09(d) with regard to
          the payment of cash in lieu of fractional shares of Common Stock and
          (ii) in the event that the Company is unable to purchase the
          Securities of a Holder or Holders for Common Stock because any of the
          conditions specified in Section 3.09(d) have not been satisfied, the
          Company may purchase the Securities of such Holder or Holders for
          cash. The Company may not change its election with respect to the
          consideration (or components or percentages of components thereof) to
          be paid once the Company has given its Company Notice to
          Securityholders except pursuant to this Section 3.09(b) or pursuant to
          Section 3.09(d) in the event of a failure to satisfy, prior to the
          close of business on the Purchase Date, any condition to the payment
          of the Purchase Price, in whole or in part, in Common Stock.

          At least three Business Days before the Company Notice Date, the
Company shall deliver an Officers' Certificate to the Trustee specifying:

                     (i)   the manner of payment selected by the Company,

                                       26

<PAGE>

                     (ii)  the information required by Section 3.09(e),

                     (iii) if the Company elects to pay the Purchase Price, or a
                specified percentage thereof, in Common Stock, that the
                conditions to such manner of payment set forth in Section
                3.09(d) have been or will be complied with, and

                     (iv)  whether the Company desires the Trustee to give the
                Company Notice required by Section 3.09(e).

          (c)   Purchase with Cash. On each Purchase Date, at the option of the
      Company, the Purchase Price of Securities in respect of which a Purchase
      Notice pursuant to Section 3.09(a) has been given, or a specified
      percentage thereof, may be paid by the Company with cash equal to the
      aggregate Purchase Price of such Securities.

          (d)   Payment by Issuance of Common Stock. On each Purchase Date, at
      the option of the Company, the Purchase Price of Securities in respect of
      which a Purchase Notice pursuant to Section 3.09(a) has been given, or a
      specified percentage thereof, may be paid by the Company by the issuance
      of a number of shares of Common Stock equal to the quotient obtained by
      dividing (i) the amount of cash to which the Securityholders would have
      been entitled had the Company elected to pay all or such specified
      percentage, as the case may be, of the Purchase Price of such Securities
      in cash by (ii) the Market Price of a share of Common Stock, subject to
      the next succeeding paragraph.

      The Company will not issue a fractional share of Common Stock in payment
of the Purchase Price. Instead the Company will pay cash for the current market
value of the fractional share. The current market value of a fraction of a share
shall be determined by multiplying the Market Price by such fraction and
rounding the product to the nearest whole cent. For purposes of determining the
existence of potential fractional interests, all Securities subject to purchase
by the Company held by a Holder shall be considered together (no matter how many
separate certificates are to be presented).

      Upon a payment by Common Stock pursuant to the terms hereof, that portion
of Accrued Original Issue Discount attributable to the period from the Issue
Date to the Purchase Date with respect to the purchased Security shall not be
cancelled, extinguished or forfeited but rather shall be deemed paid in full to
the Holder through the delivery of the Common Stock in exchange for the Security
being purchased pursuant to the terms hereof, and the fair market value of such
Common Stock (together with any cash payments in lieu of fractional shares of
Common Stock) shall be treated as issued, to the extent thereof, first in
exchange for the Accrued Original Issue Discount through the Purchase Date, and
the balance, if any, of the fair market value of such shares of Common Stock
shall be treated as issued in exchange for the Issue Price of the Security being
purchased pursuant to the provisions hereof. If the Company elects to purchase
the Securities by the issuance of shares of Common Stock, the Company Notice, as
provided in Section 3.09(e), shall be sent to the Holders (and to beneficial
owners as required by applicable law) not later than the Company Notice Date.

                                       27

<PAGE>

      The Company's right to exercise its election to purchase any Securities on
a Purchase Date pursuant to Section 3.09 through the issuance of shares of
Common Stock shall be conditioned upon the following having been satisfied on or
before the Purchase Date:

                     (1) the Company's not having given a Company Notice stating
               its election to pay entirely in cash for the Securities and its
               giving of timely Company Notice of election to purchase all or a
               specified percentage of the Securities with Common Stock as
               provided herein;

                     (2) the shares of Common Stock to be issued in payment for
               all or a specified portion of the Purchase Price in respect of
               Securities having been admitted for listing or admitted for
               listing subject to notice of issuance on the principal United
               States securities exchange on which the Common Stock is then
               listed or, if the Common Stock is not then listed for trading on
               a national or regional securities exchange, admitted for
               quotation on the National Association of Securities Dealers
               Automated Quotation System;

                     (3) the registration of the shares of Common Stock to be
               issued in respect of the payment of all or the specified portion
               of the Purchase Price under the Securities Act of 1933, as
               amended (the "Securities Act"), and the Securities Exchange Act
               of 1934, as amended (the "Exchange Act"), in each case, if
               required;

                     (4) any necessary qualification or registration of the
               Common Stock under applicable state securities laws or the
               availability of an exemption from such qualification and
               registration; and

                     (5) the receipt by the Trustee of an Officers' Certificate
               and an Opinion of Counsel each stating that (A) the terms of the
               issuance of the Common Stock are in conformity with this
               Indenture and (B) the shares of Common Stock to be issued by the
               Company in payment of all or the specified portion of the
               Purchase Price in respect of Securities have been duly authorized
               and, when issued and delivered pursuant to the terms of this
               Indenture in payment of all or the specified portion of the
               Purchase Price in respect of the Securities, will be validly
               issued, fully paid and nonassessable and shall be free of any
               preemptive rights and any lien or adverse claim (provided that
               such Opinion of Counsel may state that, insofar as it relates to
               the absence of such preemptive rights, liens and adverse claims,
               it is given upon the knowledge of such counsel), and, in the case
               of such Officers' Certificate, stating that conditions (1), (2),
               (3) and (4) above and the condition set forth in the second
               succeeding sentence have been satisfied and, in the case of such
               Opinion of Counsel, stating that conditions (2), (3) and (4)
               above have been satisfied.

     Such Officers' Certificate shall also set forth the number of shares of
Common Stock to be issued for each $1,000 Principal Amount of Securities and the
Sale Price of a share of Common Stock on each Trading Day during the period for
which the Market Price is calculated.

                                       28

<PAGE>

The Company may pay the Purchase Price (or any portion thereof) in Common Stock
only if the information necessary to calculate the Market Price is published in
a daily newspaper of national circulation or by other appropriate means. If the
foregoing conditions are not satisfied with respect to a Holder or Holders prior
to the close of business on the Purchase Date and the Company has elected to
purchase the Securities pursuant to this Section 3.09 through the issuance of
shares of Common Stock, the Company shall pay the entire Purchase Price of the
Securities of such Holder or Holders in cash.

               (e) Notice of Election. The Company's notice of election to
          purchase with cash or Common Stock or any combination thereof shall be
          sent to the Holders in the manner provided in Section 13.02 (the
          "Company Notice"). The Company Notice shall be sent to the Holders not
          less than 20 Business Days prior to the applicable Purchase Date (the
          "Company Notice Date"). Such Company Notice shall state the manner of
          payment elected and shall contain the following information:

          In the event the Company has elected to pay the Purchase Price (or a
specified percentage thereof) with Common Stock, the Company Notice shall:

                   (1) state that each Holder will receive Common Stock with a
               Market Price determined as of a specified date prior to the
               Purchase Date equal to such specified percentage of the Purchase
               Price of the Securities held by such Holder (except any cash
               amount to be paid in lieu of fractional shares);

                   (2) set forth the method of calculating the Market Price of
               the Common Stock; and

                   (3) state that because the Market Price of Common Stock will
               be determined prior to the Purchase Date, Holders will bear the
               market risk with respect to the value of the Common Stock to be
               received from the date such Market Price is determined to the
               Purchase Date.

          In any case, each Company Notice shall include a form of Purchase
Notice to be completed by a Securityholder that wishes to exercise its option to
have the Company repurchase the Securities and shall state:

                       (i)   the Purchase Price, the Conversion Rate and, to the
                   extent known at the time of such notice, the amount of
                   interest that will be accrued and payable with respect to the
                   Securities as of the Purchase Date;

                       (ii)  whether the Company will pay the Purchase Price in
                   cash or in Common Stock or any combination thereof,
                   specifying the percentage of each or the Specified Cash
                   Amount (hereafter defined);

                       (iii) the name and address of the Paying Agent and the
                   Conversion Agent and of the office or agency referred to in
                   Section 4.05;

                                       29

<PAGE>

                    (iv)   that Securities as to which a Purchase Notice has
               been given may be converted pursuant to Article 11 hereof only if
               any applicable Purchase Notice has been withdrawn in accordance
               with the terms of this Indenture;

                    (v)    that Securities must be surrendered to the Paying
               Agent or to the office or agency referred to in Section 4.05 to
               collect payment of the Purchase Price;

                    (vi)   that the Purchase Price for any Security as to which
               a Purchase Notice has been given and not withdrawn will be paid
               as promptly as practicable following the later of the Purchase
               Date and the time of surrender of such Security as described in
               (v);

                    (vii)  the procedures the Holder must follow to exercise
               rights under Section 3.09 and a brief description of those
               rights;

                    (viii) briefly, the conversion rights of the Securities and
               that Holders who want to convert Securities must satisfy the
               requirements set forth in paragraph 8 of the Securities;

                    (ix)   the procedures for withdrawing a Purchase Notice
               (including, without limitation, for a conditional withdrawal
               pursuant to the terms of Section 3.09(a)(1)(D) or Section 3.11);

                    (x)    that, unless the Company defaults in making payment
               of such Purchase Price on Securities surrendered for purchase,
               Original Issue Discount and interest will cease to accrue on and
               after the Purchase Date; and

                    (xi)   the CUSIP number of the Securities.

         At the Company's request and upon being provided with a copy of such
Company Notice, the Trustee shall give such Company Notice in the Company's name
and at the Company's expense, provided that the Company makes such request at
least 15 days (unless a shorter period shall be acceptable to the Trustee) prior
to the date such Company Notice must be mailed; and provided, further, that, in
all cases, the text of such Company Notice shall be prepared by the Company.

         Upon determination of the actual number of shares of Common Stock to be
issued for each $1,000 Principal Amount of Securities, the Company will issue a
press release and publish such determination on the Company's web site or, at
the Company's option, otherwise publicly disclose such information.

                (f) Covenants of the Company. All shares of Common Stock
         delivered upon purchase of the Securities shall be newly issued shares
         or treasury shares, shall be duly authorized, validly issued, fully
         paid and nonassessable and shall be free from preemptive

                                       30

<PAGE>

rights and free of any lien or adverse claim, and the Common Stock will be
entitled to the benefits of the Amended and Restated Stockholder Rights
Agreement equally with other shares of Common Stock.

     The Company shall use its reasonable commercial efforts to list or cause to
have quoted any shares of Common Stock to be issued to purchase Securities on
the principal United States securities exchange or over-the-counter or other
domestic market on which any other shares of the Common Stock are then listed or
quoted. The Company will promptly inform the Trustee in writing of any such
listing or of any delisting of any shares of Common Stock.

     (g) Procedure upon Purchase. On or before the Purchase Date, the Company
shall deposit cash (in respect of a cash purchase under Section 3.09(c) or for
fractional interests, as applicable) or shares of Common Stock, or a combination
thereof, as applicable, at the time and in the manner as provided in Section
3.12, sufficient to pay the aggregate Purchase Price of all Securities to be
purchased pursuant to this Section 3.09. As soon as practicable after the
Purchase Date, the Company shall deliver to each Holder entitled to receive
Common Stock through the Paying Agent, a certificate for the number of full
shares of Common Stock issuable in payment of the Purchase Price and cash in
lieu of any fractional interests. The person in whose name the certificate for
Common Stock is registered shall be treated as a holder of record of shares of
Common Stock on the Business Day following the Purchase Date. Subject to Section
3.09(c), no payment or adjustment will be made for dividends on the Common Stock
the record date for which occurred on or prior to the Purchase Date.

     (h) Taxes. If a Holder of a Security is paid in Common Stock, the Company
shall pay any documentary, stamp or similar issue or transfer tax due on such
issue of shares of Common Stock. However, the Holder shall pay any such tax
which is due because the Holder requests the shares of Common Stock to be issued
in a name other than the Holder's name. The Paying Agent may refuse to deliver
the certificates representing the Common Stock being issued in a name other than
the Holder's name until the Paying Agent receives a sum sufficient to pay any
tax which will be due because the shares of Common Stock are to be issued in a
name other than the Holder's name. Nothing herein shall preclude the Company
from withholding or directing the withholding of any tax required by law or
regulations.

Section 3.10. Purchase of Securities at Option of the Holder upon Change in
Control.

     (a) If on or prior to April 24, 2005 there shall have occurred a Change in
Control, Securities shall be purchased by the Company, at the option of the
Holder thereof, at a purchase price specified in paragraph 6 of the Securities
(the "Change in Control Purchase Price"), as of the date that is no later than
35 Business Days after the occurrence of the Change in Control (the "Change in
Control Purchase Date"), subject to satisfaction by or on behalf of the Holder
of the requirements set forth in Section 3.10(c).

                                       31

<PAGE>

     A "Change in Control" shall be deemed to have occurred at such time as
either of the following events shall occur:

               (1) any person, including any Affiliate or Associate of the
          Company, other than the Company, its Subsidiaries, or their employee
          benefit plans, files a Schedule 13D or Schedule TO (or any successor
          schedule, form or report under the Exchange Act) disclosing that such
          person has become the beneficial owner of more than 50% of the
          aggregate voting power of the Common Stock and other capital stock
          with equivalent voting rights, or other capital stock into which the
          Common Stock is reclassified or changed, provided, however, that a
          person shall not be deemed a beneficial owner of, or to own
          beneficially, (A) any securities tendered pursuant to a tender or
          exchange offer made by or on behalf of such person or any of such
          person's Affiliates or Associates until such tendered securities are
          accepted for purchase or exchange thereunder, or (B) any securities if
          such beneficial ownership (1) arises solely as a result of a revocable
          proxy delivered in response to a proxy or consent solicitation made
          pursuant to the applicable rules and regulations under the Exchange
          Act, and (2) is not also then reportable on Schedule 13D (or any
          successor schedule) under the Exchange Act; or

               (2) there shall be consummated any share exchange, consolidation
          or merger of the Company pursuant to which the Common Stock would be
          converted into cash, securities or other property in which the holders
          of the Common Stock and other capital stock with equivalent voting
          rights immediately prior to such share exchange, consolidation or
          merger, have, directly or indirectly, less than a majority of the
          total voting power in the aggregate of all classes of capital stock of
          the continuing and surviving corporation immediately after such share
          exchange, consolidation or merger of the Company.

Notwithstanding the foregoing provisions of this Section 3.10, a Change in
Control shall not be deemed to have occurred by virtue of the Company, any
Subsidiary, any employee stock ownership plan or any other employee benefit plan
of the Company or any Subsidiary, or any person holding Common Stock for or
pursuant to the terms of any such employee benefit plan, filing or becoming
obligated to file a report under or in response to Schedule 13D or Schedule TO
(or any successor schedule, form or report) under the Exchange Act disclosing
beneficial ownership by it of shares of Common Stock, whether in excess of 50%
or otherwise.

     "Associate" shall have the meaning ascribed to such term in Rule 12b-2 of
the General Rules and Regulations under the Exchange Act, as in effect on the
date hereof.

          (b) Within 15 Business Days after the occurrence of a Change in
     Control, the Company shall mail a written notice of Change in Control by
     first-class mail to the Trustee and to each Holder. The notice shall
     include a form of Change in Control Purchase Notice to be completed by the
     Securityholder and shall state:

                                       32

<PAGE>

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

               (2)  the date by which the Change in Control Purchase Notice
          pursuant to this Section 3.10 must be given;

               (3)  the Change in Control Purchase Date;

               (4)  the Change in Control Purchase Price;

               (5)  the name and address of the Paying Agent and the Conversion
          Agent and of the office or agency referred to in Section 4.05;

               (6)  the Conversion Rate and any adjustments thereto;

               (7)  that Securities as to which a Change in Control Purchase
          Notice is given by the Holder may be converted, if otherwise
          convertible, only if the Change in Control Purchase Notice has been
          withdrawn in accordance with the terms of this Indenture;

               (8)  that Securities must be surrendered to the Paying Agent or
          the office or agency referred to in Section 4.05 to collect payment of
          the Change in Control Purchase Price;

               (9)  that the Change in Control Purchase Price for any Security
          as to which a Change in Control Purchase Notice has been duly given
          and not withdrawn will be paid as promptly as practicable following
          the later of the Change in Control Purchase Date and the time of
          surrender of such Security as described in clause (8), above;

               (10) the procedures the Holder must follow to exercise rights
          under this Section 3.10 and a brief description of those rights;

               (11) briefly, the conversion rights of the Securities (including
          whether the Securities are then currently convertible);

               (12) the procedures for withdrawing a Change in Control Purchase
          Notice;

               (13) that, unless the Company defaults in making payment of such
          Change in Control Purchase Price on Securities surrendered for
          purchase, Original Issue Discount and interest will cease to accrue on
          and after the Change in Control Purchase Date; and

               (14) the CUSIP number of the Securities.

                                       33

<PAGE>

          (c) A Holder may exercise its rights specified in Section 3.10(a)
     upon delivery of a written notice of purchase (a "Change in Control
     Purchase Notice") to the Paying Agent or to the office or agency referred
     to in Section 4.05 at any time prior to the close of business on the Change
     in Control Purchase Date, stating:

               (1) the certificate number of the Security which the Holder will
          deliver to be purchased;

               (2) the portion of the Principal Amount of the Securities which
          the Holder will deliver to be purchased, which portion must be $1,000
          or an integral multiple thereof; and

               (3) that each such Security shall be purchased pursuant to the
          terms and conditions specified in the Securities.

     The delivery of each such Security to the Paying Agent prior to, on or
after the Change in Control Purchase Date (together with all necessary
endorsements) at the offices of the Paying Agent or to the office or agency
referred to in Section 4.05 shall be a condition to the receipt by the Holder of
the Change in Control Purchase Price therefor; provided, however, that such
Change in Control Purchase Price shall be so paid pursuant to this Section 3.10
only if the Security so delivered to the Paying Agent or such office or agency
shall conform in all respects to the description thereof set forth in the
related Change in Control Purchase Notice and such Change in Control Purchase
Notice shall not be validly withdrawn by the Holder.

     The Company shall purchase from the Holder thereof, pursuant to this
Section 3.10, a portion of a Security if the Principal Amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Security also apply to the purchase of such
portion of such Security.

     Any purchase by the Company contemplated pursuant to the provisions of this
Section 3.10 shall be consummated by the delivery of the consideration to be
received by the Holder as promptly as practicable following the later of the
Change in Control Purchase Date and the time of delivery of the Security to the
Paying Agent or to the office or agency referred to in Section 4.05 in
accordance with this Section 3.10.

     Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent or to the office or agency referred to in Section 4.05 the
Change in Control Purchase Notice contemplated by this Section 3.10(c) shall
have the right to withdraw such Change in Control Purchase Notice at any time
prior to the close of business on the Change in Control Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent or to the office
or agency referred to in Section 4.05 in accordance with Section 3.11.

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

     Section 3.11. Effect of Purchase Notice or Change in Control Purchase
Notice. Upon receipt by the Paying Agent of the Purchase Notice or Change in
Control Purchase Notice

                                       34

<PAGE>

specified in Section 3.09(a) or Section 3.10(c), as applicable, the Holder of
the Security in respect of which such Purchase Notice or Change in Control
Purchase Notice, as the case may be, was given shall (unless such Purchase
Notice or Change in Control Purchase Notice is withdrawn as specified in the
following two paragraphs) thereafter be entitled to receive solely the Purchase
Price or Change in Control Purchase Price, as the case may be, to the extent
accrued on such Security to the Purchase Date or Change in Control Purchase
Date, as the case may be. Such Purchase Price or Change in Control Purchase
Price shall be paid to such Holder, subject to receipts of funds and/or Common
Stock by the Paying Agent, as promptly as practicable following the later of (x)
the Purchase Date or the Change in Control Purchase Date, as the case may be,
with respect to such Security (provided the conditions in Section 3.09(a) or
Section 3.10(c), 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 3.09(a) or Section 3.10(c), as applicable. Securities
in respect of which a Purchase Notice or Change in Control Purchase Notice, as
the case may be, has been given by the Holder thereof may not be converted
pursuant to Article 11 hereof on or after the date of the delivery of such
Purchase Notice or Change in Control Purchase Notice, as the case may be, unless
such Purchase Notice or Change in Control Purchase Notice, as the case may be,
has first been validly withdrawn as specified in the following two paragraphs.

     A Purchase Notice or Change in Control Purchase Notice, as the case may be,
may be withdrawn by means of a written notice of withdrawal delivered to the
office of the Paying Agent or to the office or agency referred to in Section
4.05 in accordance with the Purchase Notice or Change in Control Purchase
Notice, as the case may be, at any time prior to the close of business on the
Purchase Date or the Change in Control Purchase Date, as the case may be,
specifying:

               (1) the Principal Amount of the Securities with respect to which
          such notice of withdrawal is being submitted,

               (2) the certificate number of the Securities in respect of which
          such notice of withdrawal is being submitted, and

               (3) the Principal Amount, if any, of any such Securities which
          remain subject to the original Purchase Notice or Change in Control
          Purchase Notice, as the case may be, and which has been or will be
          delivered for purchase by the Company.

     A written notice of withdrawal of a Purchase Notice may be in the form set
forth in the preceding paragraph or may be in the form of (i) a conditional
withdrawal contained in a Purchase Notice pursuant to the terms of Section
3.09(a)(1)(D) or (ii) a conditional withdrawal containing the information set
forth in Section 3.09(a)(1)(D) and the preceding paragraph and contained in a
written notice of withdrawal delivered to the Paying Agent as set forth in the
preceding paragraph.

     There shall be no purchase of any Securities pursuant to Section 3.09
(other than through the issuance of Common Stock in payment of the Purchase
Price, including cash in lieu of

                                       35

<PAGE>

fractional shares) or 3.10 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
Purchase Notice or Change in Control Purchase Notice, as the case may be) and is
continuing an Event of Default (other than a default in the payment of the
Purchase Price or Change in Control Purchase Price, as the case may be, with
respect to such Securities). The Paying Agent will promptly return to the
respective Holders thereof any Securities (x) with respect to which a Purchase
Notice or Change in Control Purchase Notice, as the case may be, has been
withdrawn in compliance with this Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Purchase Price or Change in Control Purchase Price, as the case may be, with
respect to such Securities) in which case, upon such return, the Purchase Notice
or Change in Control Purchase Notice with respect thereto shall be deemed to
have been withdrawn.

     Section 3.12. Deposit of Purchase Price or Change in Control Purchase
Price. Prior to 10:00 a.m. New York City time on the Business Day following the
Purchase Date or the Change in Control Purchase Date, as the case may be, 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 in Section 2.04) an
amount of money (in immediately available funds if deposited on such Business
Day) or Common Stock, if permitted hereunder, sufficient to pay the aggregate
Purchase Price or Change in Control Purchase Price, as the case may be, of all
the Securities or portions thereof which are to be purchased as of the Purchase
Date or Change in Control Purchase Date, as the case may be. After the Purchase
Date or the Change in Control Purchase Date, Original Issue Discount, and
interest shall cease to accrue on such Security, whether or not such Security is
delivered to the Paying Agent.

     Section 3.13. Securities Purchased in Part. Any Security which is to be
purchased only in part shall be surrendered at the office of the Paying Agent or
to the office or agency referred to in Section 4.05 (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 3.14. Covenant to Comply With Securities Laws Upon Purchase of
Securities. In connection with any offer to purchase or purchase of Securities
under Section 3.09 or 3.10 hereof (provided that such offer or purchase
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 and any other then applicable tender
offer rules, (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
Sections 3.09 and 3.10 to be exercised in the time and in the manner specified
in Sections 3.09 and 3.10.

                                       36

<PAGE>

     Section 3.15. Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company any cash or shares of Common Stock that remain
unclaimed as provided in paragraph 14 of the Securities, together with interest
or dividends, if any, thereon (subject to the provisions of Section 7.01(f)),
held by them for the payment of the Purchase Price or Change in Control Purchase
Price, as the case may be; provided, however, that to the extent that the
aggregate amount of cash or shares of Common Stock deposited by the Company
pursuant to Section 3.12 exceeds the aggregate Purchase Price or Change in
Control Purchase Price, as the case may be, of the Securities or portions
thereof which the Company is obligated to purchase as of the Purchase Date or
Change in Control Purchase Date, as the case may be, then as promptly as
practicable after the Business Day following the Purchase Date or Change in
Control Purchase Date, as the case may be, the Trustee shall return any such
excess cash or shares of Common Stock to the Company (subject to the provisions
of Section 7.01(f)).

     Notwithstanding anything in this Indenture to the contrary, all moneys
delivered to the Trustee (in any capacity) for payment to Holders shall remain
uninvested unless otherwise agreed to in writing between the Company and the
Trustee.

                                   ARTICLE IV

                                    COVENANTS

     Section 4.01. Payment of Securities. The Company shall promptly make all
payments in respect of the Securities on the dates and in the manner provided in
the Securities or pursuant to this Indenture. Principal Amount, Issue Price,
Accrued Original Issue Discount, Redemption Price, Purchase Price, Change in
Control Purchase Price and interest shall be considered paid on the applicable
date due if on such date the Trustee or the Paying Agent holds, in accordance
with this Indenture, cash or securities, if expressly permitted hereunder,
sufficient to pay all such amounts then due.

     The Company shall, to the extent permitted by law, pay interest on overdue
amounts at the per annum rate of interest set forth in paragraph 1 of the
Securities, compounded semi-annually, which interest on overdue amounts (to the
extent payment of such interest shall be legally enforceable) shall accrue from
the date such overdue amounts were originally due and payable.

     Section 4.02. SEC Reports. The Company shall file with the Trustee, within
15 days after it files such annual and quarterly reports, information, documents
and other reports with the SEC, copies of its annual and quarterly reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the SEC may by rules and regulations prescribe) which
the Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act (or any such successor provisions thereto). The Company also
shall comply with the other provisions of TIA Section 314(a), to the extent such
provisions are applicable.

     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

                                       37

<PAGE>

information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

     Section 4.03. Compliance Certificate; Notice of Defaults.

          (a) The Company shall deliver to the Trustee within 120 days after the
     end of each fiscal year of the Company (beginning with the fiscal year
     ending on September 30, 2002) a certificate of the principal executive
     officer, the principal financial officer or the principal accounting
     officer of the Company stating whether or not, to the knowledge of the
     signer, the Company has complied with all conditions and covenants on its
     part contained in this Indenture and, if the signer has obtained knowledge
     of any default by the Company in the performance, observance or fulfillment
     of any such condition or covenant, specifying each such default and the
     nature thereof. For the purpose of this Section 4.03, compliance shall be
     determined without regard to any grace period or requirement of notice
     provided pursuant to the terms of this Indenture.

          (b) The Company shall file with the Trustee written notice of the
     occurrence of any Default or Event of Default within five Business Days of
     its becoming aware of such Default or Event of Default.

     Section 4.04. Further Instruments and Acts. Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

     Section 4.05. Maintenance of Office or Agency. The Company will maintain in
the Borough of Manhattan, The City of New York, in such location as may be
required by the rules of any securities exchange or quotation system on which
the Securities may from time to time be listed, an office or agency where
Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer, exchange, purchase, redemption or
conversion and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served. The Corporate Trust Office of
the Trustee in The City of New York shall be such office or agency for all of
the aforesaid purposes unless the Company shall maintain some other office or
agency for such purposes and shall give prompt written notice to the Trustee of
the location, and any change of location, of such other office or agency. 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
address of the Trustee set forth in Section 13.02.

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

                                       38

<PAGE>

                                   ARTICLE V

                              SUCCESSOR CORPORATION

     Section 5.01. When Company May Merge or Transfer Assets. The Company may
consolidate with, or sell, lease or convey all or substantially all of its
properties and assets to, or merge with or into any other Person, provided that
in any such case:

          (a) either the Company shall be the continuing corporation or the
     successor Person shall be a Person organized and existing under the laws of
     the United States or any State thereof and such successor Person shall
     expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Trustee, in form satisfactory to the Trustee, the due and
     punctual payment of all amounts payable with respect to all the Securities,
     according to their terms, and the due and punctual performance and
     observance of all of the covenants, conditions and obligations to be
     performed by the Company under the Securities and this Indenture; and

          (b) immediately after giving effect to such merger or consolidation or
     such sale, lease or conveyance, and the assumption contemplated above, the
     Company or such successor Person shall not be in default in the performance
     of any such covenant, condition or obligation.

     In the case of any such consolidation, merger, sale, lease or conveyance
and upon any such assumption by the successor Person, such successor Person
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
had been named as the Company herein; and thereafter, except in the case of a
lease of its properties and assets substantially as an entirety, the Company
shall be relieved of any further obligation under this Indenture and the
Securities. Such successor Person thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
Person, instead of the Company, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such successor Person thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Securities so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Securities theretofore or thereafter issued in accordance with the terms
of this Indenture as though all of such Securities had been issued at the date
of the execution hereof.

     In case of any such consolidation, merger, sale, lease or conveyance, such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

                                       39

<PAGE>

     The Trustee, subject to Section 7.01, may receive an Officers' Certificate
and an Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale, lease or conveyance, and any such assumption, complies with the
provisions of this Article.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

     Section 6.01. Events of Default. An "Event of Default" means any one of the
following events:

          (a) a default in the payment of the Principal Amount, Redemption
     Price, Purchase Price or Change in Control Purchase Price on any Security
     when the same becomes due and payable pursuant to the terms hereof;

          (b) failure of the Company to make any payment of interest, when the
     same becomes due and payable, for a period of 30 days;

          (c) the Company fails to comply with any of its agreements in the
     Securities or this Indenture (other than those referred to in clauses (a)
     or (b) above) upon the receipt of notice of such default from the Trustee
     or from Holders of not less than 25% in aggregate Principal Amount of the
     Securities then outstanding and such failure (or the failure to obtain a
     waiver thereof) continues for 60 days after receipt by the Company of a
     Notice of Default;

          (d) the Company fails to pay when due at maturity, or a default that
     results in the acceleration of maturity of, any indebtedness for borrowed
     money of the Company or its Subsidiaries in an aggregate amount of $50
     million or more, unless the acceleration is rescinded, stayed or annulled
     within 30 days after written Notice of Default is given to the Company by
     the Trustee or holders of not less than 25% in aggregate Principal Amount
     of the Securities then outstanding; or

          (e) (i) the Company or any (ii) Designated Subsidiary or (iii) any
     group of two or more Subsidiaries that, taken as a whole, would constitute
     a Designated Subsidiary, pursuant to or under or within the meaning of any
     Bankruptcy Law:

               (1) commences a voluntary case or proceeding;

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

               (3) consents to the appointment of a Custodian of it or for any
          substantial part of its property;

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

                                       40

<PAGE>

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

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

provided, however, that in the case of clause (iii) relating to a group of
Subsidiaries which would constitute a Designated Subsidiary, the actions
described in the foregoing clauses 1 through 6, inclusive, are taken by such
Subsidiaries at the same time or within the same 90 day period; or

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

               (1)  is for relief against the Company or any Designated
          Subsidiary or any group of two or more Subsidiaries that, taken as a
          whole, would constitute a Designated Subsidiary, in an involuntary
          case or proceeding, or adjudicates the Company or any Designated
          Subsidiary insolvent or bankrupt;

               (2)  appoints a Custodian of the Company or any Designated
          Subsidiary or any group of two or more Subsidiaries that, taken as a
          whole, would constitute a Designated Subsidiary, for any substantial
          part of its property; or

               (3)  orders the winding up or liquidation of the Company or any
          Designated Subsidiary or any group of two or more Subsidiaries that,
          taken as a whole, would constitute a Designated Subsidiary;

     and the order or decree remains unstayed and in effect for 60 days;

     provided, however, that in the case of any group of two or more such
     Subsidiaries which would constitute a Designated Subsidiary, any such order
     or decree is entered with respect to such Subsidiaries forming such group
     at the same time or within the same 90 day period.

          "Bankruptcy Law" means Title 11, United States Code, or any similar
     Federal or state law for the relief of debtors.

          "Custodian" means any receiver, trustee, assignee, liquidator,
     custodian or similar official under any Bankruptcy Law.

     Notwithstanding anything herein to the contrary, a Default is not an Event
of Default until the Trustee notifies the Company or the Holders of at least 25%
in aggregate Principal Amount of the Securities at the time outstanding notify
the Company and the Trustee, of the Default, and the Company does not cure such
Default (and such Default is not waived) within the time specified in clause (b)
or clause (c) above after actual receipt of such notice. Any such notice must
specify the Default, demand that it be remedied and state that such notice is a
"Notice of Default".

                                       41

<PAGE>

     The Company shall deliver to the Trustee, within five (5) days after it
becomes aware of the occurrence thereof, written notice of any event which with
the giving of notice or the lapse of time, or both, would become an Event of
Default under clause (b) or clause (c) above, its status and what action the
Company is taking or proposes to take with respect thereto.

     Section 6.02.  Acceleration. If an Event of Default (other than an Event of
Default specified in Section 6.01(e) or (f)) occurs and is continuing, the
Trustee by Notice to the Company or the Holders of at least 25% in aggregate
Principal Amount of the Securities at the time outstanding by notice to the
Company and the Trustee, may declare the Issue Price plus Accrued Original Issue
Discount through the date of such declaration, and any accrued and unpaid
interest through the date of such declaration, on all the Securities to be
immediately due and payable. Upon such a declaration, such Issue Price plus
Accrued Original Issue Discount, and such accrued and unpaid interest shall be
due and payable immediately. If an Event of Default specified in Section 6.01(e)
or (f) occurs and is continuing, the Issue Price plus Accrued Original Issue
Discount, and any accrued and unpaid interest on all the Securities to the date
of the occurrence of such Event of Default shall become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Securityholders. The Holders of a majority in aggregate Principal Amount of
the Securities at the time outstanding, by notice to the Trustee (and without
notice to any other Securityholder) may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of the Issue Price plus Accrued Original Issue Discount and any
accrued and unpaid interest that have become due solely as a result of
acceleration and if all amounts due to the Trustee under Section 7.06 have been
paid. No such rescission shall affect any subsequent Default or impair any right
consequent thereto.

     Section 6.03.  Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the Issue Price plus Accrued Original Issue Discount on the Securities or to
enforce the performance of any provision of the Securities or this Indenture.

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

     Section 6.04.  Waiver of Past Defaults. The Holders of a majority in
aggregate Principal Amount of the Securities at the time outstanding, by notice
to the Trustee (and without notice to any other Securityholder), may waive an
existing Default and its consequences except (1) an Event of Default described
in Section 6.01(a), (2) a Default in respect of a provision that under Section
9.02 cannot be amended without the consent of each Securityholder affected or
(3) a Default which constitutes a failure to convert any Security in accordance
with the terms of Article 11. When a Default is waived, it is deemed cured, but
no such waiver shall extend to any subsequent or other Default or impair any
consequent right. This Section 6.04 shall be in lieu of

                                       42

<PAGE>

Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby expressly
excluded from this Indenture, as permitted by the TIA.

     Section 6.05. Control by Majority. The Holders of a majority in aggregate
Principal Amount of the Securities at the time outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines in good faith is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability unless the Trustee is offered indemnity satisfactory to it. This
Section 6.05 shall be in lieu of Section 316(a)1(A) of the TIA and such Section
316(a)1(A) is hereby expressly excluded from this Indenture, as permitted by the
TIA.

     Section 6.06. Limitation on Suits. A Securityholder may not pursue any
remedy with respect to this Indenture or the Securities unless:

             (a)   the Holder gives to the Trustee written notice stating that
     an Event of Default is continuing;

             (b)   the Holders of at least 25% in aggregate Principal Amount of
     the Securities at the time outstanding make a written request to the
     Trustee to pursue the remedy;

             (c)   such Holder or Holders offer to the Trustee security or
     indemnity satisfactory to the Trustee against any loss, liability or
     expense;

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

             (e)   the Holders of a majority in aggregate Principal Amount of
     the Securities at the time outstanding do not give the Trustee a direction
     inconsistent with the request during such 60-day period.

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

     Section 6.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
the Principal Amount, Issue Price plus Accrued Original Issue Discount,
Redemption Price, Purchase Price, Change in Control Purchase Price or interest
in respect of the Securities held by such Holder, on or after the respective due
dates expressed in the Securities or any Redemption Date, and to convert the
Securities in accordance with Article 11, 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 6.08. Collection Suit by Trustee. If an Event of Default described
in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover
judgment in its own name and as

                                       43

<PAGE>

trustee of an express trust against the Company for the whole amount owing with
respect to the Securities and the amounts provided for in Section 7.06.

     Section 6.09. Trustee May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or its creditors, the Trustee (irrespective of
whether the Principal Amount, Issue Price plus Accrued Original Issue Discount,
Redemption Price, Purchase Price, Change in Control Purchase Price or interest
in respect of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of any such amount) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

             (a)   to file and prove a claim for the whole amount of the
     Principal Amount, Issue Price plus Accrued Original Issue Discount,
     Redemption Price, Purchase Price, Change in Control Purchase Price or
     interest and to file such other papers or documents as may be necessary or
     advisable in order to have the claims of the Trustee (including any claim
     for the reasonable compensation, expenses, disbursements and advances of
     the Trustee, its agents and counsel or any other amounts due the Trustee
     under Section 7.06) and of the Holders allowed in such judicial proceeding,
     and

             (b)   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
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 the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.06.

     Nothing herein contained 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 6.10. Priorities. If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order:

          FIRST: to the Trustee for amounts due under Section 7.06;

          SECOND: to Securityholders for amounts due and unpaid on the
          Securities for the Principal Amount, Issue Price plus Accrued Original
          Issue Discount, Redemption Price, Purchase Price, Change in Control
          Purchase Price or interest as the case may be, ratably, without
          preference or priority of any kind, according to such amounts due and
          payable on the Securities; and

                                       44

<PAGE>

             THIRD: the balance, if any, to the Company.

     The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10. At least 15 days before such
record date, the Trustee shall mail to each Securityholder and the Company a
notice that states the record date, the payment date and the amount to be paid.

     Section 6.11. Undertaking for Costs. In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant (other than the Trustee) in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07 or a suit by Holders of more than 10% in aggregate Principal Amount of the
Securities at the time outstanding. This Section 6.11 shall be in lieu of
Section 315(e) of the TIA and such Section 315(e) is hereby expressly excluded
from this Indenture, as permitted by the TIA.

     Section 6.12. Waiver of Stay, Extension or Usury 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 or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the Principal Amount,
Issue Price plus Accrued Original Issue Discount, Redemption Price, Purchase
Price, Change in Control Purchase Price or interest delivering Common Stock upon
a conversion pursuant to Article 11 or paying the cash equivalent thereof, in
respect of Securities, or any interest on such amounts, as contemplated herein,
or 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 VII

                                     TRUSTEE

     Section 7.01. Certain Duties and Responsibilities.

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

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

                   (2)  in the absence of bad faith on its part, the Trustee may
             conclusively rely, as to the truth of the statements and the
             correctness of the

                                       45

<PAGE>

             opinions expressed therein, upon certificates or opinions furnished
             to the Trustee and conforming to the requirements of this
             Indenture; but in the case of any such certificates or opinions
             which by any provision hereof are specifically required to be
             furnished to the Trustee, the Trustee shall be under a duty to
             examine the same to determine whether or not they conform to the
             requirements of this Indenture (but need not confirm or investigate
             the accuracy of mathematical calculations or other facts stated
             therein).

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

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

                   (1)  this Subsection shall not be construed to limit the
             effect of Subsection (a) of this Section;

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

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

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

             (d)   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 7.02. Rights of Trustee.

     Subject to the provisions of Section 7.01:

             (a)   The Trustee may conclusively rely and be protected in acting
     or refraining from acting on any document believed by it to be genuine and
     to have been signed or

                                       46

<PAGE>

     presented by the proper person and shall incur no liability in its reliance
     thereon. The Trustee need not investigate any fact or matter stated in the
     document.

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

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

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

            (e)  The Trustee may refuse to perform any duty or exercise any
     right or power or extend or risk its own funds or otherwise incur any
     financial liability unless it receives indemnity satisfactory to it against
     any loss, liability or expense.

            (f)  Money held by the Trustee in trust hereunder need not be
     segregated from other funds except to the extent required by law. The
     Trustee (acting in any capacity hereunder) shall be under no liability for
     interest on any money received by it hereunder.

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

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

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

            (j)  The Trustee shall not be deemed to have notice of any Default
     or Event of Default unless a Responsible Officer of the Trustee has actual
     knowledge thereof or unless written notice of any event which is in fact
     such a default is received by the

                                       47

<PAGE>

     Trustee at the Corporate Trust Office of the Trustee, and such notice
     references the Securities and this Indenture.

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

     All rights, privileges, protections, benefits and immunities granted to the
Trustee under this Indenture shall include the Trustee acting in any capacity
under this Indenture.

     Section 7.03. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. Any Paying Agent, Registrar, Conversion Agent or
co-registrar may do the same with like rights. However, the Trustee must comply
with Sections 7.09 and 7.10.

     Section 7.04. Trustee's Disclaimer. The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company's use of the proceeds from the Securities, it shall
not be responsible for any statement in the registration statement for the
Securities under the Securities Act or in the Indenture or the Securities (other
than its certificate of authentication), or the determination as to which
beneficial owners are entitled to receive any notices hereunder.

     Section 7.05. Notice of Defaults. The Trustee shall, within 90 days after
the occurrence of any Default, mail to all Holders of Securities, as the names
and addresses of such Holders appear on the books of registry of the Company,
notice of all Defaults of which the Trustee shall be aware, unless such Defaults
shall have been cured or waived before the giving of such notice; provided that,
except in the case of a Default described in Section 6.01(a) or 6.01(b), the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
or Trust Officers of the Trustee in good faith determines that the withholding
of such notice is in the interests of the Holders of Securities.

     Section 7.06. Reports by Trustee to Holders. Within 60 days after each May
15 beginning with the May 15 following the date of this Indenture, the Trustee
shall mail to each Securityholder a brief report dated as of such May 15 that
complies with TIA Section 313(a), if required by said Section. The Trustee also
shall comply with TIA Section 313(b).

     A copy of each report at the time of its mailing to Securityholders shall
be provided to the Company and shall be submitted to the SEC and each stock
exchange on which the Securities are listed. The Company agrees promptly to
notify the Trustee whenever the Securities become listed on any stock exchange
and of any delisting thereof.

                                       48

<PAGE>

     Section 7.07. Compensation and Indemnity. The Company agrees:

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

             (b)   to reimburse the Trustee upon its request and, if required by
     the Company, submission of reasonable documentation 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, advances and disbursements of its agents and
     counsel), except any such expense, disbursement or advance as may be
     attributable to its negligence or bad faith; and

             (c)   to indemnify each of the Trustee, its officers, directors,
     employees and agents, or any predecessor Trustee for, and to hold it
     harmless against, any and all loss, liability, damage, claim or expense,
     including taxes (other than taxes based upon, measured or determined by the
     income of the Trustee), incurred without 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 or liability in connection with the exercise or
     performance of any of its powers or duties hereunder.

     The Trustee shall give the Company notice of any claim or liability for
which the Trustee might be entitled to indemnification under subparagraph (c) of
this Section 7.07, within a reasonable amount of time after a Trust Officer of
the Trustee becomes aware of such claim or liability. To secure the Company's
payment obligations in this Section 7.07, the Trustee shall have a lien prior to
the Securities on all money or property held or collected by the Trustee.

     The Company's payment obligations pursuant to this Section 7.07 shall
survive the discharge of this Indenture. When the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.01(e) or (f), the expenses
are intended to constitute expenses of administration under the Bankruptcy Law.
The provisions of this Section shall survive the termination of this Indenture.

     Section 7.08. Replacement of Trustee. The Trustee may resign by so
notifying the Company; provided, however, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.08. The Holders of a majority in aggregate Principal Amount of the Securities
at the time outstanding may remove the Trustee by so notifying the Trustee and
may appoint a successor Trustee (subject to the consent of the Company, such
consent not to be unreasonably withheld). The Company shall, to the extent
permitted by applicable law, remove the Trustee if:

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

             (b)   the Trustee is adjudged bankrupt or insolvent;

                                       49

<PAGE>

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

             (d)  the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint, by resolution of
its Board of Directors, a successor Trustee that meets the requirements of
Section 7.10.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Securityholders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 7.07.

     If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, at the Company's
expense, the Company or the Holders of a majority in aggregate Principal Amount
of the Securities at the time outstanding may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

     If the Trustee fails to comply with Section 7.10, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     Section 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another Person, the resulting, surviving
or transferee Person, without any further act, shall be the successor Trustee.

     Section 7.10. Eligibility; Disqualification. The Trustee shall at all times
satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The Trustee shall
have a combined capital and surplus of at least $100,000,000 as set forth in its
most recent published annual report of condition. In determining whether the
Trustee has conflicting interests as defined in TIA Section 310(b)(1), the
provisions contained in the proviso to TIA Section 310(b)(1) shall be deemed
incorporated herein.

     Section 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                       50

<PAGE>

                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

     Section 8.01. Discharge of Liability on Securities. When (i) the Company
delivers to the Trustee all outstanding Securities (other than Securities
replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding
Securities have become due and payable and the Company deposits with the Trustee
cash or, if expressly permitted by the terms hereof, securities sufficient to
pay at the Stated Maturity, the Purchase Date, the Change in Control Purchase
Date or the Redemption Date, as the case may be, the Principal Amount, the
Purchase Price and interest (if due and unpaid), the Change in Control Purchase
Price or the Redemption Price, as the case may be, of all outstanding Securities
(other than Securities replaced pursuant to Section 2.07), and if the Company
has paid all other sums payable hereunder by the Company (including, without
limitation, sums payable by delivery of shares of Common Stock pursuant to
Section 3.09), then this Indenture shall, subject to Section 7.06, cease to be
of further effect. The Trustee shall join in the execution of a document
prepared by the Company acknowledging satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate and
Opinion of Counsel and at the cost and expense of the Company.

     Section 8.02. Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company any money or securities held by them for the payment
of any amount with respect to the Securities that remains unclaimed for one
year; provided, however, that the Trustee or such Paying Agent, before being
required to make any such return, may, at the expense of the Company, cause to
be published once in The Wall Street Journal or another daily newspaper of
national circulation or mail to each such Holder notice that such money or
securities remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such mailing, any unclaimed
money or securities then remaining will be returned to the Company. After return
to the Company, Holders entitled to the money or securities must look to the
Company for payment as general creditors unless an applicable abandoned property
law designates another person, and the Trustee and the Paying Agent shall have
no further liability with respect to such money or securities for that period
commencing after the return thereof.

                                   ARTICLE IX

                                   AMENDMENTS

     Section 9.01. Without Consent of Holders. The Company and the Trustee may
amend this Indenture or the Securities without the consent of any
Securityholder:

             (a)   to cure any ambiguity, omission, defect or inconsistency;
     provided, however, that such amendment does not materially adversely affect
     the rights of any Securityholder;

             (b)   to comply with Article 5 or Section 11.15;

                                       51

<PAGE>

             (c)   to provide for uncertificated Securities in addition to or in
     place of certificated Securities so long as such action shall not adversely
     affect the interests of the Holders of the Securities in any material
     respect;

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

             (e)   to add to the covenants or obligations of the Company
     hereunder or to surrender any right, power or option herein conferred upon
     the Company;

             (f)   to secure the Company's obligations under the Securities and
     this Indenture; or

             (g)   increase the interest to be paid to Holders; or

             (h)   to make any change to comply with the TIA, or any amendment
     thereafter, or any requirement of the SEC in connection with the
     qualification of this Indenture under the TIA or any amendment thereof.

     Section 9.02. With Consent of Holders. With the written consent of the
Holders of at least a majority in aggregate Principal Amount of the Securities
at the time outstanding, the Company and the Trustee may amend this Indenture or
the Securities. However, without the consent of each Securityholder affected, an
amendment or supplement to this Indenture or the Securities may not:

             (a)   make any reduction on the amount or rate of accrual of
     Original Issue Discount or interest on any Security;

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

             (c)   make any reduction in the Principal Amount, Accrued Original
     Issue Discount, Redemption Price, Purchase Price or Change in Control
     Purchase Price with respect to any Security;

             (d)   make any change to the Principal Amount of Securities whose
     Holders must consent to an amendment or supplement to this Indenture.

             (e)   make any change that adversely affects the right to convert
     any Security (including at the option of the Company, to receive cash in
     lieu of Common Stock except as set forth in Section 9.01(e));

             (f)   make any change that adversely affects the right to require
     the Company to purchase the Securities pursuant to Sections 3.09 and 3.10
     hereof;

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

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<PAGE>

     It shall not be necessary for the consent of the Holders under this Section
9.02 to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent approves the substance thereof.

     After an amendment under this Section 9.02 becomes effective, the Company
shall mail to each Holder a notice briefly describing the amendment.

     Section 9.03. Compliance with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall comply with the TIA as then in
effect.

     Section 9.04. Revocation and Effect of Consents, Waivers and Actions. Until
an amendment or waiver becomes effective, a consent to it or any other action by
a Holder of a Security hereunder is a continuing consent by the Holder and every
subsequent Holder of that Security or portion of the Security that evidences the
same obligation as the consenting Holder's Security, even if notation of the
consent, waiver or action is not made on the Security. However, any such Holder
or subsequent Holder may revoke the consent, waiver or action as to such
Holder's Security or portion of the Security if the Trustee receives the notice
of revocation before the date the amendment, waiver or action becomes effective.
After an amendment, waiver or action becomes effective, it shall bind every
Securityholder, except as provided in Section 9.02.

     Section 9.05. Notation on or Exchange of Securities. Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the 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.

     Section 9.06. Trustee to Sign Supplemental Indentures. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article 9 if the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it.
In signing such amendment the Trustee shall be entitled to receive, and (subject
to the provisions of Section 7.01) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that such amendment is
authorized or permitted by this Indenture.

     Section 9.07. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

                                    ARTICLE X

                                   [RESERVED]

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<PAGE>

                                   ARTICLE XI

                                   CONVERSION

     Section 11.01. Conversion Privilege. A Holder of a Security may convert
such Security into shares of Common Stock at any time during the period stated
in paragraph 8 of the Securities, subject to the provisions of this Article 11.
The number of shares of Common Stock issuable upon conversion of a Security per
$1,000 of Principal Amount thereof shall be determined in accordance with the
provisions of paragraph 8 of the Securities. The number of Shares issuable upon
conversion of a Security per $1,000 of Principal Amount thereof shall equal
14.9616, subject to adjustment (the "Conversion Rate").

     A Holder may convert a portion of the Principal Amount of a Security if the
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to conversion of all of a Security also apply to conversion
of a portion of a Security.

     "Time of Determination" means the time and date of the earlier of (i) the
determination of stockholders entitled to receive rights, warrants or options or
a distribution, in each case, to which Section 11.08 or 11.09 applies and (ii)
the time ("Ex-Dividend Time") immediately prior to the commencement of
"ex-dividend" trading for such rights, warrants or options or distribution on
the New York Stock Exchange or such other national or regional exchange or
market on which the Common Stock is then listed or quoted.

     Section 11.02. Conversion Procedure. To convert a Security, a Holder must
satisfy the requirements in paragraph 8 of the Securities. The date on which the
Holder satisfies all those requirements is the conversion date (the "Conversion
Date"). As soon as practicable after the Conversion Date, the Company shall
deliver to the Holder, through the Conversion Agent, a certificate for the
number of whole shares of Common Stock issuable upon the conversion and cash in
lieu of Common Stock pursuant to Section 11.06 or of any fractional share
determined pursuant to Section 11.03. The Company shall determine such whole
number of shares and the amounts of the cash, and shall set forth such
information in a certificate delivered to the Conversion Agent. The Conversion
Agent shall have no duties under this paragraph unless and until it has received
such certificate.

     The person in whose name the certificate is registered shall be treated as
a stockholder of record on and after the Conversion Date; provided, however,
that no surrender of a Security on any date when the stock transfer books of the
Company shall be closed shall be effective to constitute the person or persons
entitled to receive the shares of Common Stock upon such conversion as the
record holder or holders of such shares of Common Stock on such date, but such
surrender shall be effective to constitute the person or persons entitled to
receive such shares of Common Stock as the record holder or holders thereof for
all purposes at the close of business on the next succeeding day on which such
stock transfer books are open; such conversion shall be at the Conversion Rate
in effect on the date that such Security shall have been surrendered for
conversion, as if the stock transfer books of the Company had not been closed.
Upon conversion of a Security, such person shall no longer be a Holder of such
Security.

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<PAGE>

     Holders may surrender a Security for conversion by means of book-entry
delivery in accordance with paragraph 8 of the Securities and the regulations of
the applicable book entry facility.

     No payment or adjustment will be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article 11. On conversion of a Security, that portion of Accrued Original Issue
Discount attributable to the period from the Issue Date of the Security through
the Conversion Date and (except as provided below) accrued and unpaid interest
with respect to the converted Security shall not be cancelled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through delivery of the Common Stock (together with the cash payment, if any) in
exchange for the Security being converted pursuant to the provisions hereof; and
the fair market value of such shares of Common Stock (together with any such
cash payment) shall be treated as issued, to the extent thereof, first in
exchange for Original Issue Discount accrued through the Conversion Date and
accrued and unpaid interest and the balance, if any, of such fair market value
of such Common Stock (and any such cash payment) shall be treated as issued in
exchange for the Issue Price of the Security being converted pursuant to the
provisions hereof.

     If the Holder converts more than one Security at the same time, the number
of shares of Common Stock issuable upon the conversion shall be based on the
total Principal Amount of the Securities converted.

     A Security surrendered for conversion based on (a) the Common Stock price
may be surrendered for conversion until the close of business on the Business
Day immediately proceeding April 24, 2022, (b) a credit downgrade may be
surrendered for conversion until the close of business on any Business Day
during the period of the credit downgrade as more fully described in paragraph 8
of the Securities, (c) the Security being called for redemption may be
surrendered for conversion at any time prior to the close of business on the
second Business Day immediately preceding the Redemption Date, and (d) upon the
occurrence of certain corporate transactions more fully described in paragraph 8
of the Securities may be surrendered for conversion at any time from and after
the date which is 15 days prior to the anticipated effective date of such
transaction until 15 days after the actual date of such transaction, and if such
day is not a Business Day, the next occurring Business Day following such day.

     Upon surrender of a Security that is converted in part, the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder, a new
Security in an authorized denomination equal in Principal Amount to the
unconverted portion of the Security surrendered, provided that such Principal
Amount is $1,000 or an integral multiple thereof.

     Section 11.03. Fractional Shares. The Company will not issue a fractional
share of Common Stock upon conversion of a Security. Instead, the Company will
deliver cash for the current market value of the fractional share. The current
market value of a fractional share shall be determined, to the nearest 1/1,000th
of a share, by multiplying the Sale Price of the Common Stock, on the last
Trading Day prior to the Conversion Date, of a full share by the fractional
amount and rounding the product to the nearest whole cent for purposes of
determining the

                                       55

<PAGE>

existence of potential fractional shares, all Securities surrendered by a Holder
for conversion shall be considered together (no matter how many separate
Certificates are to be presented).

     Section 11.04. Taxes on Conversion. If a Holder converts a Security, the
Company shall pay any documentary, stamp or similar issue or transfer tax due on
the issue of shares of Common Stock upon the conversion. However, the Holder
shall pay any such tax which is due because the Holder requests the shares to be
issued in a name other than the Holder's name. The Conversion Agent may refuse
to deliver the certificates representing the Common Stock being issued in a name
other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be issued
in a name other than the Holder's name. Nothing herein shall preclude the
Company from any tax withholding or directing the withholding of any tax
required by law or regulations.

     Section 11.05. Company to Provide Stock. The Company shall, prior to
issuance of any Securities under this Article 11, and from time to time as may
be necessary, reserve out of its authorized but unissued Common Stock a
sufficient number of shares of Common Stock to permit the conversion of the
Securities.

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

     The Company will endeavor promptly to comply with all Federal and state
securities laws regulating the offer and delivery of shares of Common Stock upon
conversion of Securities, if any, and will list or cause to have quoted such
shares of Common Stock on each national securities exchange or in the
over-the-counter market or such other market on which the Common Stock is then
listed or quoted.

     Section 11.06. Payment of Cash in Lieu of Common Stock.

     In lieu of delivery of shares of Common Stock upon notice of conversion of
any Securities (for all or any portion of the Securities), the Company may elect
to pay Holders surrendering Securities an amount in cash per Security (or a
portion of a Security) equal to the average sale price of Common Stock for the
five consecutive Trading Days (the "Cash Settlement Averaging Period")
immediately following (a) the date of the notice of the Company's election to
deliver cash as described below if the Company has not previously given notice
of redemption and the expiration of the Conversion Retraction Period (as defined
below), or (b) the Conversion Date, in the case of conversion following the
Company's notice of redemption specifying that the Company intends to deliver
cash upon conversion, in either case multiplied by the Conversion Rate in effect
on that date. The Company will inform the Holders no later than two Business
Days following the Conversion Date of its election ("Cash Settlement Notice
Period") to pay cash in lieu of delivery of the Common Stock otherwise issuable
upon conversion, unless the Company has already informed Holders of its election
in connection with the Company's redemption of the Securities pursuant to
Section 3.01 or 3.02 herein. If the Company chooses to satisfy a portion of its
obligation in cash, notice of such election will specify the dollar amount or
percentage to be satisfied in cash. Holders may retract their

                                       56

<PAGE>

conversion notice at any time during the two Business Day period beginning on
the day after the final day of the Cash Settlement Notice Period ("Conversion
Retraction Period"); no such retraction can be made (and a conversion notice
shall be irrevocable) if the Company does not elect to deliver cash in lieu of
Common Stock (other than cash in lieu of fractional shares). If the conversion
notice has not been retracted, then settlement (in cash and/or Common Stock)
will occur on the day following the final day of the Cash Settlement Averaging
Period. If an Event of Default (other than a default in a cash payment upon
conversion of the Securities), has occurred and is continuing, the Company may
not pay cash upon conversion of any Securities or portion of the Security (other
than cash for fractional shares).

     If the Company specifies a cash settlement amount (the "Specified Cash
Amount"), the settlement amounts will be computed as follows:

     Cash Settlement Portion: the Specified Cash Amount specified by the
Company, plus

     Common Stock Settlement Portion: Conversion ratio minus the quotient
obtained by dividing the Specified Cash Amount by the average stock price, where
the average stock price is the average closing price of the Common Stock during
the 5 Trading Days in the Cash Settlement Averaging Period.

     Notwithstanding any of the foregoing, the conversion ration will never be
less than zero.

     Section 11.07. Adjustment for Change in Capital Stock. If, after the Issue
Date of the Securities, the Company:

             (a)    pays a dividend or makes a distribution on its Common Stock
     in shares of its Common Stock or shares of other capital stock;

             (b)    subdivides its outstanding shares of Common Stock into a
     greater number of shares;

             (c)    combines its outstanding shares of Common Stock into a
     smaller number of shares;

             (d)    issues by reclassification of its Common Stock any shares of
     its capital stock (other than rights, warrants or options for its capital
     stock);

then the conversion privilege and the Conversion Rate in effect immediately
prior to such action shall be adjusted so that the Holder of a Security
thereafter converted may receive the number of shares or other units of capital
stock of the Company which such Holder would have owned immediately following
such action if such Holder had converted the Security immediately prior to such
action.

     The adjustment shall become effective immediately after the record date in
the case of a dividend or distribution (unless such dividend or distribution is
not paid, in which case no such adjustment shall be made) and immediately after
the effective date in the case of a subdivision, combination or
reclassification.

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<PAGE>

     If after an adjustment a Holder of a Security upon conversion of such
Security may receive shares or other units of two or more classes of capital
stock of the Company, the Conversion Rate shall thereafter be subject to
adjustment upon the occurrence of an action taken with respect to any such class
or series of capital stock as is contemplated by this Article 11 with respect to
the Common Stock, on terms comparable to those applicable to Common Stock in
this Article 11.

     Section 11.08. Adjustment for Rights Issue.

If after the Issue Date, the Company distributes any rights, warrants or options
to all holders of its Common Stock entitling them, for a period expiring within
45 days after the record date for such distribution, to purchase shares of
Common Stock at a price per share less than the Sale Price of the Common Stock
as of the Time of Determination, the Conversion Rate shall be adjusted in
accordance with the formula:

                             R' = R x       (O + N)
                                     ------------------------
                                       (O + [(N x P)/M)]

     where:

     R' = the adjusted Conversion Rate.

     R  = the current Conversion Rate.

     O  = the number of shares of Common Stock outstanding on the record date
for the distribution to which this Section 11.08 is being applied.

     N  = the number of additional shares of Common Stock offered pursuant to
the distribution.

     P  = the offering or exercise price per share of the additional shares.

     M  = the Average Sale Price, minus, in the case of (i) a distribution to
which Section 11.07(d) applies or (ii) a distribution to which Section 11.09
applies, for which, in each case, (x) the record date shall occur on or before
the record date for the distribution to which this Section 11.08 applies and (y)
the Ex-Dividend Time shall occur on or after the date of the Time of
Determination for the distribution to which this Section 11.08 applies, the fair
market value (on the record date for the distribution to which this Section
11.08 applies) of:

                (1)  the capital stock of the Company distributed in respect of
          each share of Common Stock in such Section 11.07(d) distribution; and

                (2)  the assets of the Company or debt securities or any rights,
          warrants or options to purchase securities of the Company distributed
          in respect of each share of Common Stock in such Section 11.09
          distribution.

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<PAGE>

          The Board of Directors shall determine fair market values for the
purposes of this Section 11.08.

     The adjustment shall become effective immediately after the record date for
the determination of shareholders entitled to receive the rights, warrants or
options to which this Section 11.08 applies. If all of the shares of Common
Stock subject to such rights, warrants or options have not been issued when such
rights, warrants or options expire, then the Conversion Rate shall promptly be
readjusted to the Conversion Rate which would then be in effect had the
adjustment upon the issuance of such rights, warrants or options been made on
the basis of the actual number of shares of Common Stock issued upon the
exercise of such rights, warrants or options.

     No adjustment shall be made under this Section 11.08 if the application of
the formula stated above in this Section 11.08 would result in a value of R'
that is equal to or less than the value of R.

     Section 11.09. Adjustment for Other Distributions. (a) Subject to 11.09(c),
if, after the Issue Date of the Securities, the Company distributes to all
holders of its Common Stock any of its assets excluding distributions of capital
stock or debt securities or any rights, warrants or options to purchase
securities of the Company (including securities or cash, but excluding (x)
distributions of capital stock referred to in Section 11.07 and distributions of
rights, warrants or options referred to in Section 11.08 and (y) cash dividends
or other cash distributions that are paid out of consolidated current net
earnings or earnings retained in the business as shown on the books of the
Company unless, and only to the extent, such cash dividends or other cash
distributions are Extraordinary Cash Dividends) the Conversion Rate shall be
adjusted, subject to the provisions of Section 11.09(c), in accordance with the
formula:

                        R' =   R x M
                             ---------
                               M - F

where:

     R' = the adjusted Conversion Rate.

     R  = the current Conversion Rate.

     M  = the Average Sale Price, minus, in the case of a distribution to which
Section 11.07(d) applies, for which (i) the record date shall occur on or before
the record date for the distribution to which this Section 11.09 applies and
(ii) the Ex-Dividend Time shall occur on or after the date of the Time of
Determination for the distribution to which this Section 11.09 applies, the fair
market value (on the record date for the distribution to which this Section
11.09 applies) of any capital stock of the Company distributed in respect of
each share of Common Stock in such Section 11.07(d) distribution.

     F  = the fair market value (on the record date for the distribution to
which this Section 11.09 applies) of the assets, securities, rights, warrants or
options to be distributed in respect of each share of Common Stock in the
distribution to which this Section 11.09 is being applied

                                       59

<PAGE>

(including, in the case of cash dividends or other cash distributions giving
rise to an adjustment, all such cash distributed concurrently).

          The Board of Directors shall determine fair market values for the
purposes of this Section 11.09.

     The adjustment shall become effective immediately after the record date for
the determination of shareholders entitled to receive the distribution to which
this Section 11.09 applies. No adjustment will be made to the Conversion Rate if
the distribution is not made.

     For purposes of this Section 11.09, the term "Extraordinary Cash Dividend"
shall mean any cash dividend or distribution with respect to the Common Stock
the amount of which, together with the aggregate amount of cash dividends on the
Common Stock to be aggregated with such cash dividend in accordance with the
provisions of this paragraph, equals or exceeds the threshold percentage set
forth in item (i) below. For purposes of item (i) below, the "Ex-Dividend
Measurement Period" with respect to a cash dividend on the Common Stock shall
mean the 365 consecutive day period ending on the date prior to the Ex-Dividend
Time with respect to such cash dividend, and the "Relevant Cash Dividends" with
respect to a cash dividend on the Common Stock shall mean the cash dividends on
the Common Stock with Ex-Dividend Times occurring in the Measurement Period.

          (i) If, upon the date prior to the Ex-Dividend Time with respect to a
          cash dividend on the Common Stock, the aggregate amount of such cash
          dividend together with the amounts of all Relevant Cash Dividends
          equals or exceeds on a per share basis 5% of the Sale Price of the
          Common Stock on the last Trading Day preceding the date of declaration
          by the Board of Directors of the cash dividend or distribution with
          respect to which this provision is being applied, then such cash
          dividend together with all Relevant Cash Dividends, shall be deemed to
          be an Extraordinary Cash Dividend and for purposes of applying the
          formula set forth above in this Section 11.09, the value of "F" shall
          be equal to (y) the aggregate amount of such cash dividend together
          with the amount of all Relevant Cash Dividends, minus (z) the
          aggregate amount of all Relevant Cash Dividends for which a prior
          adjustment in the Conversion Rate was previously made under this
          Section 11.09.

          In making the determinations required by item (i) above, the amount of
          cash dividends paid on a per share basis and the amount of any
          Relevant Cash Dividends specified in item (i) above, shall be
          appropriately adjusted to reflect the occurrence during such period of
          any event described in Section 11.07.

          (b) If, after the Issue Date, the Company pays a dividend or makes a
     distribution to all holders of its Common Stock consisting of capital stock
     of any class or series, or similar equity interests, of or relating to a
     Subsidiary or other business unit of the Company, the Conversion Rate shall
     be adjusted in accordance with the formula:

              R' = R x (1 + F/M)

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<PAGE>

where:

     R' = the adjusted Conversion Rate.

     R = the current Conversion Rate.

     M = the average of the Sale Prices of the Common Stock for the ten (10)
Trading Days commencing on and including the fifth Trading Day after the date on
which "ex-dividend trading" commences for such dividend or distribution on The
New York Stock Exchange or such other national or regional exchange or market
which such securities are then listed or quoted (the "Ex-Dividend Date").

     F = the fair market value of the securities distributed in respect of each
share of Common Stock for which this Section 11.09(b) applies shall mean the
number of securities distributed in respect of each share of Common Stock
multiplied by the average of the Sale Prices of those securities distributed for
the ten (10) Trading Days commencing on and including the fifth Trading Day
after the effectiveness of the Ex-Dividend Date.

          (c) In the event that, with respect to any distribution to which
     Section 11.09(a) or (b) would otherwise apply, the difference between "M-F"
     is less than $1.00 or "F" is equal to or greater than "M", then the
     adjustment provided by Section 11.09(a) shall not be made and in lieu
     thereof the provisions of Section 11.15 shall apply to such distribution.

     Section 11.10. When Adjustment May Be Deferred. No adjustment in the
Conversion Rate need be made unless the adjustment would require an increase or
decrease of at least 1% in the Conversion Rate. Any adjustments that are not
made shall be carried forward and taken into account in any subsequent
adjustment.

     All calculations under this Article 11 shall be made to the nearest cent or
to the nearest 1/1,000th of a share, as the case may be.

     Section 11.11. When No Adjustment Required. No adjustment need be made for
a transaction referred to in Section 11.07, 11.08, 11.09 or 11.15 if
Securityholders are to participate in the transaction on a basis and with notice
that the Board of Directors determines to be fair and appropriate in light of
the basis and notice on which holders of Common Stock participate in the
transaction. Such participation by Securityholders may include participation
upon conversion provided that an adjustment shall be made at such time as the
Securityholders are no longer entitled to participate.

     No adjustment need be made for rights to purchase Common Stock pursuant to
a Company plan for reinvestment of dividends or interest.

     No adjustment need be made for a change in the par value or no par value of
the Common Stock.

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<PAGE>

     To the extent the Securities become convertible pursuant to this Article 11
into cash, no adjustment need be made thereafter as to the cash. Interest will
not accrue on the cash.

     Notwithstanding any provision to the contrary in this Indenture, no
adjustment shall be made in the Conversion Rate to the extent, but only to the
extent, such adjustment results in the following quotient being less than the
par value of the Common Stock: (i) the Issue Price plus Accrued Original Issue
Discount as of the date such adjustment would otherwise be effective divided by
(ii) the Conversion Rate as so adjusted.

     No adjustment will be made pursuant to this Section 11 which would result,
through the application of two or more provisions hereof, in the duplication of
any adjustment.

     Section 11.12. Notice of Adjustment. Whenever the Conversion Rate is
adjusted, the Company shall promptly mail to Securityholders a notice of the
adjustment. The Company shall file with the Trustee and the Conversion Agent
such notice and a certificate from the Company's independent public accountants
briefly stating the facts requiring the adjustment and the manner of computing
it. Upon receipt by it of such notice, the Conversion Agent will promptly mail
such notice to Securityholders at the Company's expense. The certificate shall
be conclusive evidence that the adjustment is correct. Neither the Trustee nor
any Conversion Agent shall be under any duty or responsibility with respect to
any such certificate except to exhibit the same to any Holder desiring
inspection thereof.

     Section 11.13. Voluntary Increase. The Company from time to time may
increase the Conversion Rate by any amount and for any period of time that the
Company determines, in its sole discretion, to be appropriate. Whenever the
Conversion Rate is increased, the Company shall mail to Securityholders and file
with the Trustee and the Conversion Agent a notice of the increase. The Company
shall mail the notice at least 15 days before the date the increased Conversion
Rate takes effect. The notice shall state the increased Conversion Rate and the
period it will be in effect.

     A voluntary increase of the Conversion Rate does not change or adjust the
Conversion Rate otherwise in effect for purposes of Section 11.07, 11.08 or
11.09.

     Section 11.14. Notice of Certain Transactions. If:

          (a) the Company takes any action that would require an adjustment in
     the Conversion Rate pursuant to Section 11.07, 11.08 or 11.09 (unless no
     adjustment is to occur pursuant to Section 11.11); or

          (b) the Company takes any action that would require a supplemental
     indenture pursuant to Section 11.15; or

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

then the Company shall mail to Securityholders and file with the Trustee and the
Conversion Agent a notice stating the proposed record date for a dividend or
distribution or the proposed effective date of a subdivision, combination,
reclassification, consolidation, merger, binding

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<PAGE>

share exchange, transfer, liquidation or dissolution. The Company shall file and
mail the notice at least 15 days before such date. Failure to file or mail the
notice or any defect in it shall not affect the validity of the transaction.

     Section 11.15. Reorganization of Company; Special Distributions. If the
Company is a party to a transaction subject to Section 5.01 (other than a sale
of all or substantially all of the assets of the Company in a transaction in
which the holders of Common Stock immediately prior to such transaction do not
receive securities, cash, property or other assets of the Company or any other
person) or a merger or binding share exchange which reclassifies or changes its
outstanding Common Stock, the Person obligated to deliver securities, cash or
other assets upon conversion of Securities shall enter into a supplemental
indenture. If the issuer of securities deliverable upon conversion of Securities
is an Affiliate of the successor Company, that issuer shall join in the
supplemental indenture.

     The supplemental indenture to be entered into by such Person pursuant to
the immediately preceding paragraph shall provide that the Holder of a Security
may convert it into the kind and amount of securities, cash or other assets
which such Holder would have received immediately after the consolidation,
merger, binding share exchange or transfer if such Holder had converted the
Security immediately before the effective date of the transaction, assuming (to
the extent applicable) that such Holder (i) was not a constituent person or an
Affiliate of a constituent person to such transaction; (ii) made no election
with respect thereto; and (iii) was treated alike with the plurality of
non-electing Holders. The supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Article 11. The successor Company shall mail to
Securityholders a notice briefly describing the supplemental indenture.

     If this Section applies, neither Section 11.07 nor 11.08 applies.

     If the Company makes a distribution to all holders of its Common Stock of
any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Company that, but for the provisions of Section
11.09(c), would otherwise result in an adjustment in the Conversion Rate
pursuant to the provisions of Section 11.09, then, from and after the record
date for determining the holders of Common Stock entitled to receive the
distribution, a Holder of a Security that converts such Security in accordance
with the provisions of this Indenture shall upon such conversion be entitled to
receive, in addition to the shares of Common Stock into which the Security is
convertible, the kind and amount of securities, cash or other assets comprising
the distribution that such Holder would have received if such Holder had
converted the Security immediately prior to the record date for determining the
holders of Common Stock entitled to receive the distribution.

     Section 11.16. Company Determination Final. Any determination that the
Company or the Board of Directors must make pursuant to Section 11.03, 11.07,
11.08, 11.09, 11.10, 11.11, 11.15 or 11.18 is conclusive.

     Section 11.17. Trustee's Adjustment Disclaimer. The Trustee has no duty to
determine when an adjustment under this Article 11 should be made, how it should
be made or what it

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<PAGE>

should be. The Trustee has no duty to determine whether a supplemental indenture
under Section 11.15 need be entered into or whether any provisions of any
supplemental indenture are correct. The Trustee shall not be accountable for and
makes no representation as to the validity or value of any securities or assets
issued upon conversion of Securities. The Trustee shall not be responsible for
the Company's failure to comply with this Article 11. Each Conversion Agent
(other than the Company or an Affiliate of the Company) shall have the same
protection under this Section 11.17 as the Trustee.

     Section 11.18. Simultaneous Adjustments. In the event that this Article 11
requires adjustments to the Conversion Rate under more than one of Sections
11.07(d), 11.08 or 11.09, and the record dates for the distributions giving rise
to such adjustments shall occur on the same date, then such adjustments shall be
made by applying, first, the provisions of Section 11.07, second, the provisions
of Section 11.09 and, third, the provisions of Section 11.08.

     Section 11.19. Successive Adjustments. After an adjustment to the
Conver-sion Rate under this Article 11, any subsequent event requiring an
adjustment under this Article 11 shall cause an adjustment to the Conversion
Rate as so adjusted.

     Section 11.20. Rights Issued in Respect of Common Stock Issued Upon
Conversion. Each share of Common Stock issued upon conversion of Securities
pursuant to this Article 11 shall be entitled to receive the appropriate number
of Rights, if any, and the certificates representing the Common Stock issued
upon such conversion shall bear such legends, if any, in each case as may be
provided by the terms of any shareholder rights agreement adopted by the
Company, as the same may be amended from time to time (in each case, a "Rights
Agreement"). Provided that such Rights Agreement requires that each share of
Common Stock issued upon conversion of Securities at any time prior to the
distribution of separate certificates representing the Rights be entitled to
receive such Rights, then, notwithstanding anything else to the contrary in this
Article 11, there shall not be any adjustment to the conversion privilege or
Conversion Rate as a result of the issuance of Rights, the distribution of
separate certificates representing the Rights, the exercise or redemption of
such Rights in accordance with any such Rights Agreement, or the termination or
invalidation of such Rights.

                                   ARTICLE XII
                               PAYMENT OF INTEREST

     Section 12.01. Interest Payments. 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 April 1 and October 1 of each year (each a "Regular Record Date") at
the office or agency of the Company maintained for such purpose. Each
installment of interest on any Security shall be paid in same-day funds by
transfer to an account maintained by the payee located inside the United States.
In the case of a Global Security, interest payable on any applicable payment
date will be paid to the Depositary, with respect to that portion of such 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 Global Security
to the accounts of the beneficial owners thereof.

                                       64

<PAGE>

     Section 12.02. Defaulted Interest. Any interest on any Security that is
payable, but is not punctually paid or duly provided for, within 30 days
following any Interest Payment Date (herein called "Defaulted Interest", which
term shall include any accrued and unpaid interest that has accrued on such
defaulted amount in accordance with paragraph 1 of the Securities), 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 may be paid by the Company at its election in each case, as provided in
clause (a) or (b) below:

          (a) 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 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 time the Company shall deposit with the Trustee
     an amount of money equal to the aggregate amount proposed to be paid in
     respect of such Defaulted Interest or shall make arrangements satisfactory
     to the Trustee for such deposit 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 in this clause provided.
     Thereupon the Trustee shall fix a special record date (the "Special Record
     Date") for the payment of such Defaulted Interest which shall be not more
     than 15 days and not less than ten (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 Securityholders maintained pursuant to Section
     2.05 not less than 10 days prior to such Special Record Date. The Trustee
     may, in its discretion, in the name and at the expense of the Company,
     cause a similar notice to be published at least once in The Wall Street
     Journal, but such publications shall not be a condition precedent to the
     establishment of 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 (b).

          (b) 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 practicable by the
     Trustee.

     Section 12.03. Interest Rights Preserved. Subject to the foregoing
provisions of this Article 12 and Section 2.06, each Security delivered under
this Indenture upon registration of

                                       65

<PAGE>

transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, which were carried by such other
Security.

                                  ARTICLE XIII

                                  MISCELLANEOUS

     Section 13.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required or deemed to be included in this Indenture by the TIA, the required or
deemed provision shall control.

     Section 13.02. Notices. Any notice or communication shall be in writing and
delivered in person or mailed by first-class mail, postage prepaid, addressed as
follows:

          if to the Company:

               BJ Services Company
               5500 Northwest Central Drive
               Houston, TX 77092
               Attention: Vice President and Treasurer

          if to the Trustee:

               The Bank of New York
               101 Barclay Street, Floor 8W
               New York, New York 10286
               Attention: Corporate Trust Administration

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

     Any notice or communication given to a Securityholder shall be mailed by
first-class mail to the Securityholder at the Securityholder's address as it
appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed.

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

     If the Company mails a notice or communication to the Securityholders, it
shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion
Agent or co-registrar.

     Section 13.03. Communication by Holders with Other Holders. Securityholders
may communicate pursuant to TIA Section 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone else
shall have the protection of TIA Section 312(c).

                                       66

<PAGE>

     Section 13.04. Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:

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

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

     Section 13.05. Statements Required in Certificate or Opinion. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

          (a) a statement that each person making such Officers' Certificate or
     Opinion of Counsel has read such covenant or condition;

          (b) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     Officers' Certificate or Opinion of Counsel are based;

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

          (d) a statement that, in the opinion of such person, such covenant or
     condition has been complied with.

     Section 13.06. 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 13.07. Rules By Trustee, Paying Agent, Conversion Agent and
Registrar. The Trustee may make reasonable rules for action by or a meeting of
the Securityholders. The Registrar, Conversion Agent and the Paying Agent may
make reasonable rules for their functions.

     Section 13.08. Consent to Jurisdiction. Each party hereto irrevocably
submits to the jurisdiction of any United States Federal or New York State court
sitting in The City of New York, the Borough of Manhattan for the purpose of any
suit, action or proceeding arising out of or related to this Indenture or any
Note ("Proceedings"). Each such party waives to the fullest extent permitted by
law, any objection which it may have to the laying of the venue of any such
Proceedings brought in such a court and any claim that any such Proceedings have
been brought in an inconvenient forum. Each such party agrees that final
judgment in any Proceedings brought in such a court shall be conclusive and
binding upon it and may be enforced in any court to the jurisdiction of which it
is subject by a suit upon such judgment; provided, that in the case

                                       67

<PAGE>

of the Company, service of process is effected on it in accordance with the
provisions set forth herein or as otherwise permitted by law.

     As long as any Security remains outstanding, the Company shall at all times
have an authorized agent in The City of New York, the Borough of Manhattan, upon
whom process may be served in connection with any Proceedings. Service of
process upon such agent and written notice of such service delivered to the
Company shall, to the fullest extent permitted by applicable law, be deemed in
every respect effective service of process upon the Company in any Proceedings.

     To the extent that the Company may in any jurisdiction claim for itself or
its assets immunity from suit, execution, attachment (whether in aid of
execution, before judgment, or otherwise) or other legal process and to the
extent that in any such jurisdiction there may be attributed to itself or its
assets such immunity (whether or not claimed), the Company shall irrevocably
agree not to claim and shall irrevocably waive such immunity to the full extent
permitted by the laws of such jurisdiction.

     Section 13.09. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

     Section 13.10. No Recourse Against Others. A director, Officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.

     Section 13.11. Successors. All agreements of the Company in this Indenture
and the Securities shall bind its successor. All agreements of the Trustee in
this Indenture shall bind its successor.

     Section 13.12. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

     Section 13.13. References. All section references are to sections of this
Indenture unless specified otherwise.

     Section 13.14. Calculations. The Company shall be solely responsible for
making all calculations called for under the Securities and this Indenture. Such
calculations include, but are not limited to, the calculations under Articles 3
and 6 hereof. The Company covenants to make all such calculations in good faith.
Absent manifest error, such calculations shall be final and binding on Holders.
The Company shall promptly provide a schedule of all its calculations to the
Trustee. The Trustee shall always be entitled to assume that the Company has
acted in good

                                       68

<PAGE>

faith, and may conclusively rely on and shall be fully protected and shall incur
no liability in relying on any calculation performed by the Company under or
pursuant to the Indenture.

     Section 13.15. Amendment and Restatement. This Indenture amends and
restates in its entirety, and supersedes, the Original Indenture. Accordingly,
any and all references to the Original Indenture contained in the agreements and
other documents executed pursuant to, or otherwise in connection with, the
Original Indenture or the transactions contemplated thereby, including, without
limitation the Securities, shall be construed to be, and shall be deemed to be,
references to this Indenture, as the same may be amended or supplemented from
time to time.

                                       69

<PAGE>

                                   SIGNATURES

     IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this Indenture on behalf of the respective parties hereto as of the date first
above written.

                                         BJ SERVICES COMPANY

                                         By:   /s/ T. M. Whichard
                                             -----------------------------------
                                              Name:  T. M. Whichard
                                              Title: Vice President, Finance and
                                                     Chief Financial Officer




                                         THE BANK OF NEW YORK

                                         By:    /s/ Beata Hryniewicka
                                              ----------------------------------
                                              Name:  Beata Hryniewicka
                                              Title: Assistant Treasurer

                                       1

<PAGE>


                                     ANNEX A

<PAGE>

     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 OF THE DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR THE INDIVIDUAL DEBT SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

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

     THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD ,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED
THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A ("RULE
144A") THEREUNDER.

     THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF (OR THE OVERALLOTMENT OPTION ISSUE DATE, IF ANY) AND
THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY
OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A

                                        1

<PAGE>

"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES
ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF
SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT
OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

                                        2

<PAGE>

                               BJ SERVICES COMPANY

                        Convertible Senior Note due 2022

No. R-144A-                                    CUSIP: 055482AE3
Issue Date: April 24, 2002                     Original Issue Discount: $209.24
Issue Price: $790.76                           (for each $1,000 Principal
(for each $1,000 Principal                     Amount at Stated Maturity)
Amount at Stated Maturity)

     BJ SERVICES COMPANY, a Delaware corporation, (the "Company"), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
Principal Amount (the "Principal Amount") of               ($         ) on
April 24, 2022, and to pay interest on the Issue Price stated above from April
24, 2002 or from the most recent date to which interest has been paid or duly
provided for, semiannually on April 24 and October 24 in each year (each, an
"Interest Payment Date"), commencing October 24, 2002, at the rate of 0.50% per
annum, until the principal hereof is paid or duly made available for payment.
Interest on this Security shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months. The interest so payable and punctually paid
or duly provided for on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security is registered at
the close of business on the Regular Record Date for such interest, which shall
be the April 9 or October 9 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any interest which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the registered Holder hereof on the relevant
Regular Record Date by virtue of having been such Holder, and may be paid to the
Person in whose name this Security is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Company, notice whereof shall be given to the Holders of the Securities not
less than 10 days prior to such Special Record Date, or may be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in such
Indenture. This Security is convertible as specified on the other side on this
Security.

     Payment of the principal of and interest, if any, on this Security will be
made at the office or agency of the Company maintained for that purpose, in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company, payment of interest, if any, may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Registrar.

                                       3

<PAGE>

     Additional provisions of this Security are set forth on the reverse side of
this Security.

Dated: April 24, 2002

                                               BJ SERVICES COMPANY

                                               By:______________________________
                                                       T. M. Whichard
                                                       Treasurer

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

THE BANK OF NEW YORK,
as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.

By:_____________________________
       Authorized Signatory

Dated: April 24, 2002

                                       4

<PAGE>

                               BJ SERVICES COMPANY

                        Convertible Senior Note due 2022

1.   Interest.

     If the Principal Amount hereof or any portion of such Principal Amount is
not paid when due (whether upon acceleration pursuant to Section 6.02 of the
Indenture, upon the date set for payment of the Redemption Price pursuant to
paragraph 5 hereof, upon the date set for payment of the Purchase Price or
Change in Control Purchase Price pursuant to paragraph 6 hereof or upon the
Stated Maturity of this Security) or interest due hereon or any portion of such
interest is not paid when due, then in each such case the overdue amount shall,
to the extent permitted by law, bear interest at the rate of 1.625% per annum,
compounded semi-annually, which interest shall accrue from the date such overdue
amount was originally due to the date payment of such amount, including interest
thereon, has been made or duly provided for. All such interest shall be payable
on demand. The accrual of such interest on overdue amounts shall be in lieu of,
and not in addition to, the continued accrual of Original Issue Discount.

     Original Issue Discount (the difference between the Issue Price and the
Principal Amount of the Security), in the period during which a Security remains
outstanding, shall accrue at 1.625% per annum, on a semi-annual bond equivalent
basis using a 360-day year comprised of twelve 30-day months, from the Issue
Date of this Security.

2.   Method of Payment.

     Subject to the terms and conditions of the Indenture, the Company will make
payments in respect of interest, Redemption Prices, Purchase Price, Change in
Control Purchase Prices and at Stated Maturity to Holders who surrender
Securities to a Paying Agent to collect such payments in respect of the
Securities. The Company will pay cash amounts in money of the United States that
at the time of payment is legal tender for payment of public and private debts.
However, the Company may make such cash payments by check payable in such money.

3.   Paying Agent, Conversion Agent and Registrar.

     Initially, The Bank of New York, a banking corporation organized and
existing under the laws of the State of New York, (the "Trustee"), will act as
Paying Agent, Conversion Agent and Registrar. The Company may appoint and change
any Paying Agent, Conversion Agent, Registrar or co-registrar or Bid
Solicitation Agent without notice, other than notice to the Trustee, except that
the Company will maintain at least one Paying Agent in the State of New York,
City of New York, Borough of Manhattan, which shall initially be an office or
agency of the Trustee. The Company or any of its Subsidiaries or any of their
Affiliates may act as Paying Agent, Conversion Agent, Registrar or co-registrar.

4.   Indenture.

     The Company has issued the Securities under an Indenture dated as of April
24, 2002 (as amended or supplemented from time to time, the "Indenture"),
between the Company and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Securities themselves and the Trust Indenture Act of 1939, as in

                                       5

<PAGE>

effect from time to time (the "TIA"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to
the Indenture and the TIA for a statement of those terms.

     The Securities are unsecured and unsubordinated obligations of the Company
limited to $516,350,000 aggregate Principal Amount (subject to Section 2.07 of
the Indenture) and will rank equally in right of payment to all the Company's
present and future unsecured and unsubordinated indebtedness. The Indenture does
not limit other indebtedness of the Company, secured or unsecured.

5.   Redemption at the Option of the Company.

     No sinking fund is provided for the Securities. The Securities are
redeemable in cash as a whole, or from time to time in part, at any time at the
option of the Company at the redemption prices set forth below (the "Redemption
Price") plus accrued and unpaid interest on the Redemption Date, provided that
the Securities are not redeemable prior to April 24, 2005.

     The table below shows the Redemption Prices of a Security per $1,000
Principal Amount on the dates shown below and at Stated Maturity. These prices
reflect the Issue Price plus Accrued Original Issue Discount on the Redemption
Date. The Redemption Price of a Security redeemed between such dates shall
include an additional amount reflecting the additional Original Issue Discount
accrued since the next preceding date in the table.

                              Note          Accrued Original      Redemption
Redemption Date            Issue Price         Issue Price          Price
---------------            -----------      ----------------      ----------

April 24, 2005 .........      $790.76             $ 27.23          $  817.99
April 24, 2006 .........      $790.76             $ 36.61          $  827.37
April 24, 2007 .........      $790.76             $ 46.14          $  836.90
April 24, 2008 .........      $790.76             $ 55.82          $  846.58
April 24, 2009 .........      $790.76             $ 65.67          $  856.43
April 24, 2010 .........      $790.76             $ 75.67          $  866.43
April 24, 2011 .........      $790.76             $ 85.84          $  876.60
April 24, 2012 .........      $790.76             $ 96.17          $  886.93
April 24, 2013 .........      $790.76             $106.67          $  897.43
April 24, 2014 .........      $790.76             $117.34          $  908.10
April 24, 2015 .........      $790.76             $128.19          $  918.95
April 24, 2016 .........      $790.76             $139.21          $  929.97
April 24, 2017 .........      $790.76             $150.42          $  941.18
April 24, 2018 .........      $790.76             $161.80          $  952.56
April 24, 2019 .........      $790.76             $173.38          $  964.14
April 24, 2020 .........      $790.76             $185.14          $  975.90
April 24, 2021 .........      $790.76             $197.09          $  987.85
At Stated Maturity .....      $790.76             $209.24          $1,000.00

                                       6

<PAGE>

6.   Purchase by the Company at the Option of the Holder.

     Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, the Securities held
by such Holder on the following Purchase Dates and at the following prices per
$1,000 Principal Amount, plus accrued and unpaid interest (the "Purchase
Price"), upon delivery of a Purchase Notice containing the information set forth
in the Indenture, at any time from the opening of business on the date that is
at least 20 Business Days prior to such Purchase Date until the close of
business on the Business Day immediately preceding such Purchase Date and upon
delivery of the Securities to the Paying Agent by the Holder as set forth in the
Indenture.

     Purchase Date                               Purchase Price
     --------------                              --------------

     April 24, 2005                                  $817.99
     April 24, 2007                                  $836.90
     April 24, 2012                                  $886.93
     April 24, 2017                                  $941.18

     The Purchase Price may be paid, at the option of the Company, in cash or by
the issuance and delivery of shares of Common Stock of the Company, or in any
combination thereof.

     At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase all or a portion of
the Securities in integral multiples of $1,000 Principal Amount held by such
Holder no later than 35 Business Days after the occurrence of a Change in
Control of the Company occurring on or prior to April 24, 2005 for a Change in
Control Purchase Price for each $1,000 Principal Amount of such Securities equal
to the Issue Price plus accrued Original Issue Discount to the Change in Control
Purchase Date, which Change in Control Purchase Price shall be paid in cash.

     Holders have the right to withdraw any Purchase Notice or Change in Control
Purchase Notice, as the case may be, by delivering to the Paying Agent a written
notice of withdrawal within the times and otherwise in accordance with the
provisions of the Indenture.

     If cash (and/or securities if permitted under the Indenture) sufficient to
pay the Purchase Price or Change in Control Purchase Price, as the case may be,
of all Securities or portions thereof to be purchased as of the Purchase Date or
the Change in Control Purchase Date, as the case may be, is deposited with the
Paying Agent on the Purchase Date or the Change in Control Purchase Date, as the
case may be, Original Issue Discount and interest shall cease to accrue on such
Securities (or portions thereof) immediately after such Purchase Date or Change
in Control Purchase Date, as the case may be, and the Holder thereof shall have
no other rights as such (other than the right to receive the Purchase Price or
Change in Control Purchase Price, as the case may be, if any, upon surrender of
such Security).

                                       7

<PAGE>

7.   Notice of Redemption.

     Notice of redemption will be mailed at least 30 days but not more than 60
days before the Redemption Date to each Holder of Securities to be redeemed at
the Holder's registered address. If money sufficient to pay the Redemption Price
of all Securities (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, immediately
after such Redemption Date, Original Issue Discount and interest shall cease to
accrue on such Securities or portions thereof. Securities in denominations
larger than $1,000 of Principal Amount may be redeemed in part but only in
integral multiples of $1,000 of Principal Amount.

8.   Conversion.

     Subject to the provisions of this paragraph 8 and the terms of the
Indenture and notwithstanding the fact that any other condition to conversion
has not been satisfied, commencing after June 30, 2002, holders may surrender
this Security for conversion into shares of Common Stock in any quarter (and
only during such quarter), at their option, if the Sale Price of the Common
Stock for at least 20 Trading Days in a period of 30 consecutive Trading Days
ending on the last Trading Day of the immediately preceding quarter is more than
the conversion trigger price. The "conversion trigger price" is a reference
percentage beginning at 120% and declining 0.12658% per quarter thereafter to
approximately 110% on the last day of the quarter ending March 31, 2022, of the
accreted conversion price per share of Common Stock on the last day of such
quarter.

     The "accreted conversion price" per share of Common Stock as of any day
equals the quotient of:

          .    the Issue Price plus accrued Original Issue Discount to that day,
               divided by

          .    the number of shares of Common Stock issuable upon conversion of
               $1,000 Principal Amount of Securities on that day.

     The table below shows the conversion trigger price per share of Common
Stock in respect of each of the first 12 calendar quarters. These prices reflect
the accreted conversion price per share of Common Stock (assuming that no events
occurred requiring an adjustment to the initial Conversion Rate of 14.9616
shares of Common Stock per $1,000 Principal Amount of Maturity) multiplied by
the applicable percentage for the respective calendar quarter. Thereafter, the
accreted conversion price per share of Common Stock increases each calendar
quarter by the accrued Original Issue Discount for the quarter and the
applicable percentage declines by 0.12658% per quarter. The conversion trigger
price for the calendar quarter beginning April 1, 2022 is $73.46.

                                       8

<PAGE>

                                Accreted          Applicable       Conversion
          Quarter*          Conversion Price      Percentage      Trigger Price
          --------          ----------------      ----------      -------------

2002
   Third Quarter .........       $52.96           120.00000%         $63.55
   Fourth Quarter ........       $53.11           119.87342%         $63.66
2003
   First Quarter .........       $53.26           119.74684%         $63.78
   Second Quarter ........       $53.41           119.62026%         $63.89
   Third Quarter .........       $53.56           119.49368%         $64.00
   Fourth Quarter ........       $53.71           119.36710%         $64.11
2004
   First Quarter .........       $53.87           119.24052%         $64.23
   Second Quarter ........       $54.02           119.11394%         $64.35
   Third Quarter .........       $54.17           118.98736%         $64.46
   Fourth Quarter ........       $54.32           118.86078%         $64.57
2005
   First Quarter .........       $54.48           118.73420%         $64.69
   Second Quarter ........       $54.63           118.60762%         $64.80

__________
*    This table assumes no events have occurred that would require an adjustment
     to the conversion rate.

     Subject to the provisions of this paragraph 8 and the Indenture and
notwithstanding the fact any other condition to conversion has not been
satisfied, Holders may convert the Securities into Common Stock on a Conversion
Date during any period in which the credit rating assigned to the Securities by
a Rating Agency is reduced to or below the Applicable Rating. "Rating Agency"
means (1) Moody's Investors Service, Inc. and its successors ("Moody's") and (2)
Standard & Poor's Credit Market Services, a division of The McGraw-Hill
Companies Inc., and its successors ("Standard & Poor's"). "Applicable Rating"
means (1) Ba2, in the case of Moody's (or its equivalent under any successor
ratings categories of Moody's), (2) BB+, in the case of Standard & Poor's (or
its equivalent under any successor ratings categories of Standard & Poor's), or
(3) the equivalent in respect of ratings categories of any Rating Agencies which
are successors to Moody's and Standard & Poor's.

     Subject to the provisions of this paragraph 8 and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, a Holder may convert into Common Stock a Security or portion of a
Security which has been called for redemption pursuant to paragraph 5 hereof,
even if the Security, or any portion thereof, is not subject to conversion by
the Holder, provided such Securities are surrendered for conversion prior to the
close of business on the second Business Day immediately preceding the
Redemption Date.

     Subject to the provisions of this paragraph 8 and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, in the event that the Company declares a dividend or distribution
described in Section 11.08 of the Indenture, or a dividend or a distribution
described in Section 11.09 of the Indenture where the fair market value of such
dividend or distribution per share of Common Stock, as determined in the
Indenture, exceeds

                                        9

<PAGE>

15% of the Sale Price of the Common Stock on the Trading Day immediately
preceding the date of declaration for such dividend or distribution, the
Securities may be surrendered for conversion beginning on the date the Company
gives notice to the Holders of such right, which shall not be less than 20 days
prior to the Ex-Dividend Time for such dividend or distribution, and Securities
may be surrendered for conversion at any time thereafter until the close of
business on the Business Day prior to the Ex-Dividend Time or until the Company
announces that such dividend or distribution will not take place.

     Subject to the provisions of this paragraph 8 and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, in the event the Company is a party to a consolidation, merger or
binding share exchange pursuant to which the Common Stock would be converted
into cash, securities or other property as set forth in Section 11.15 of the
Indenture, the Securities may be surrendered for conversion at any time from and
after the date which is 15 days prior to the date of the anticipated effective
time of such transaction announced by the Company until 15 days after the actual
effective date of such transaction, and at the effective time of such
transaction the right to convert a Security into Common Stock will be deemed to
have changed into a right to convert it into the kind and amount of cash,
securities or other property which the holder would have received if the holder
had converted its Security immediately prior to the transaction.

     A Security in respect of which a Holder has delivered a Purchase Notice or
Change in Control Purchase Notice exercising the option of such Holder to
require the Company to purchase such Security may be converted only if such
notice of exercise is withdrawn in accordance with the terms of the Indenture.

     The initial Conversion Rate is 14.9616 shares of Common Stock per $1,000
Principal Amount, subject to adjustment for certain events described in the
Indenture or this paragraph 8. The Company will deliver cash or a check in lieu
of any fractional share of Common Stock.

     Securities or portions thereof surrendered for conversion during the period
from the close of business on any Regular Record Date immediately preceding any
Interest Payment Date to the opening of business on such Interest Payment Date
shall (except for Securities called for redemption on a Redemption Date that
occurs during the period between the close of business on a Regular Record Date
and the opening of business on the fourth business day after the Interest
Payment Date to which such Regular Record Date relates) be accompanied by
payment of an amount equal to the interest payable on such Interest Payment
Date.

     A Holder's right to convert the Securities into Common Stock of the Company
is also subject to the Company's right to elect to pay such Holder the amount of
cash set forth in the next succeeding sentence in lieu of delivering all or part
of such Common Stock. The amount of cash to be paid for each $1,000 principal
amount of a Security shall be equal to the average sale price of Common Stock
for the five consecutive Trading Days (the "Cash Settlement Averaging Period")
immediately following (a) the date of the notice of the Company's election to
deliver cash as described below if the Company has not previously given notice
of redemption and the expiration of the Conversion Retraction Period (as defined
below), or (b) the Conversion Date, in the case of conversion following the
Company's notice of redemption specifying that the Company intends to deliver
cash upon conversion, in either case multiplied by the Conversion

                                       10

<PAGE>

Rate in effect on that date. The Company will inform the holders through the
Trustee no later than two Business Days following the Conversion Date of its
election ("Cash Settlement Notice Period") to pay cash in lieu of delivery of
the Common Stock otherwise issuable upon conversion, unless the Company has
already informed Holders of its election in connection with the Company's
redemption of the Securities. If the Company chooses to satisfy all or a portion
of its obligation in cash, notice of such election will specify the dollar
amount to be satisfied in cash. Holders may retract their conversion notice at
any time during the two Business Day period beginning on the day after the final
day of the Cash Settlement Notice Period ("Conversion Retraction Period"); no
such retraction can be made (and a conversion notice shall be irrevocable) if
the Company does not elect to deliver cash in lieu of Common Stock. If the
conversion notice has not been retracted, then settlement (in cash and/or Common
Stock) will occur on the day following the final day of the Cash Settlement
Averaging Period. If an Event of Default (other than a default in a cash payment
upon conversion of the Securities), has occurred and is continuing, the Company
may not pay cash (other than cash in lieu of fractional shares) upon conversion
of any Securities or portion of the Security.

     If the Company specifies a cash settlement amount (the "Cash Settlement
Amount"), the settlement amounts will be computed as follows:

     Cash Settlement Portion: the Cash Settlement Amount specified by the
Company, plus

     Common Stock Settlement Portion: Conversion ratio minus the quotient of the
Cash Settlement Amount divided by the average stock price, where the average
stock price is the average closing price of the Common Stock during the 5
Trading Days referred to above.

     A Holder may only convert a portion of a Security pursuant to the terms of
this paragraph 8 and in accordance with the Indenture if the Principal Amount of
such portion is $1,000 or an integral multiple of $1,000. No payment or
adjustment will be made for dividends on the Common Stock except as provided
herein and in the Indenture. On conversion of a Security, that portion of
Accrued Original Issue Discount attributable to the period from the Issue Date
through the Conversion Date and (except as provided above) any accrued and
unpaid interest with respect to the converted Security shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
Holder thereof through the delivery of the Common Stock (together with any cash
payment) in exchange for the Security being converted pursuant to the terms
hereof; and the fair market value of such shares of Common Stock (together with
any such cash payment) shall be treated as issued, to the extent thereof, first
in exchange for Original Issue Discount accrued through the Conversion Date and
accrued and unpaid interest, and the balance, if any, of such fair market value
of such Common Stock (and any such cash payment) shall be treated as issued in
exchange for the Issue Price of the Security being converted pursuant to the
provisions hereof.

     Pursuant to the terms and conditions of the Indenture, the Conversion Rate
will be adjusted for dividends or distributions on Common Stock payable in
Common Stock or other Capital Stock; subdivisions, combinations or certain
reclassifications of Common Stock; distributions to all holders of Common Stock
of certain rights to purchase Common Stock for a period expiring within 45 days
at less than the Sale Price of the Common Stock at the Time of Determination;
and distributions to such holders of assets or debt securities of the Company or
certain rights to purchase securities of the Company (excluding certain cash
dividends or other

                                       11

<PAGE>

cash distributions from current or retained earnings other than Extraordinary
Cash Dividends). However, no adjustment need be made if Securityholders may
participate in the transaction or in certain other cases. The Company from time
to time may voluntarily increase the Conversion Rate.

     If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a
Security into Common Stock may be changed into a right to convert it into
securities, cash or other assets of the Company or another person.

     The Conversion Rate will not be adjusted for Accrued Original Issue
Discount or any interest.

10.  [Reserved.]

11.  Defaulted Interest.

     Except as otherwise specified with respect to the Securities, any interest
on any Security shall forthwith cease to be payable to the registered Holder
thereof on the relevant Regular Record Date or accrual date, as the case may be,
by virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company as provided for in Section 12.02 of the Indenture.

12.  Denominations; Transfer; Exchange.

     The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount and integral multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not transfer or exchange
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities in respect of which a Purchase Notice or Change in Control Purchase
Notice has been given and not withdrawn (except, in the case of a Security to be
purchased in part, the portion of the Security not to be purchased) or any
Securities for a period of 15 days before the mailing of a notice of redemption
of Securities to be redeemed.

13.  Persons Deemed Owners.

     The registered Holder of this Security may be treated as the owner of this
Security for all purposes.

14.  Unclaimed Money or Securities.

     The Trustee and the Paying Agent shall return to the Company upon written
request any money or securities held by them for the payment of any amount with
respect to the Securities

                                       12

<PAGE>

that remains unclaimed for two years, subject to applicable unclaimed property
laws. After return to the Company, Holders entitled to the money or securities
must look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person.

15.  Amendment.

     Subject to certain exceptions set forth in the Indenture, the Indenture or
the Securities may be amended with the written consent of the Holders of at
least a majority in aggregate Principal Amount of the Securities at the time
outstanding. Subject to certain exceptions set forth in the Indenture, without
the consent of any Securityholder, the Company and the Trustee may amend the
Indenture or the Securities to cure any ambiguity, omission, defect or
inconsistency, or to comply with Article 5 or Section 11.15 of the Indenture, to
secure the Company's obligations under this Security or to add to the Company's
covenants for the benefit of the Securityholders or to surrender any right or
power conferred, or to comply with any requirement of the SEC in connection with
the qualification of the Indenture under the TIA, or as necessary in connection
with the registration of the Securities under the Securities Act.

16.  Defaults and Remedies.

     If an Event of Default occurs and is continuing, the Trustee, or the
Holders of at least 25% in aggregate Principal Amount of the Securities at the
time outstanding, may declare all the Securities to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default
which will result in the Securities becoming due and payable immediately upon
the occurrence of such Events of Default.

     Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to it. Subject to certain limitations, Holders of a majority in aggregate
Principal Amount of the Securities at the time outstanding may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Securityholders notice of any continuing Default (except a Default in payment of
amounts specified in Sections 6.01(a) or 6.01(b) of the Indenture) if it
determines that withholding notice is in their interests.

17.  Trustee Dealings with the Company.

     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its respective Affiliates and may otherwise deal with
the Company or its respective Affiliates with the same rights it would have if
it were not Trustee.

18.  No Recourse Against Others.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a

                                       13

<PAGE>

Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.

19.  Authentication.

     This Security shall not be valid until an authorized signatory of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Security.

20.  Abbreviations.

     Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

22.  GOVERNING LAW.

          THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY.

                         ______________________________

          The Company will furnish to any Securityholder upon written request
and without charge a copy of the Indenture.

                BJ Services Company
                5500 Northwest Central Drive
                Houston, TX 77092
                Attention:  General Counsel

                                       14

<PAGE>

<TABLE>
<CAPTION>
              ASSIGNMENT FORM                                             CONVERSION NOTICE
<S>                                                       <C>
To assign this Security, fill in the form below:          To convert this Security into Common Stock of
                                                          the Company, check the box:
I or we assign and transfer this Security to              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): $
                                                          _________________________________________________
________________________________________________
(Insert assignee's soc. Sec. or tax ID no.)
                                                          If you want the stock certificate made out in
________________________________________________          another person's name, fill in the form below:

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

                                                          (Insert other person's soc. sec. or tax ID no.)
and irrevocably appoint ________________________
agent to transfer this Security on the books of           _________________________________________________
the Company. The agent may substitute
another to act for him.                                   _________________________________________________
                                                          (Print or type other person's name, address and
                                                          zip code)

Date: __________________________________________          Your
                                                          Signature: ______________________________________*
                                                          (Sign exactly as your name appears on the
                                                          other side of this Security)
</TABLE>

*    Your signature must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Trustee in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                       15

<PAGE>


                                   EXHIBIT B-1

                  CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
               REGISTRATION OF TRANSFER OF RESTRICTED SECURITIES/1/

     Re: Convertible Senior Notes due 2022 (the "Securities") of BJ Services
Company

     This certificate relates to $___________ principal amount of Securities
owned in (check applicable box)

     [_]  book-entry or

     [_]  definitive form

by _________________________________________________________ (the "Transferor").

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

     In connection with such request and in respect of each such Security, the
Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Securities as provided in Section 2.12 of the
Amended and Restated Indenture effective as of April 24, 2002 (as the same may
be amended or supplemented from time to time, the "Indenture"), between BJ
Services Company and The Bank of New York, as trustee.

     In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of the Securities and the last date, if any, on which such Securities were owned
by the Company or any Affiliate of the Company, the undersigned confirms that
such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

     (1)  [_]  to the Company or a subsidiary of the Company; or

     (2)  [_]  pursuant to an effective registration statement under the
               Securities Act of 1933; or

     (3)  [_]  to a "qualified institutional buyer" (as defined in Rule 144A
               under the Securities Act of 1933) that purchases for its own
               account or for the account of a qualified institutional buyer to
               whom notice is given that such transfer is being made in reliance
               on Rule 144A, in each case pursuant to and in compliance with
               Rule 144A under the Securities

___________________
/1/ This certificate should only be included if this Security is a Transfer
Security.

                                       1

<PAGE>

                  Act of 1933; or

        (4)  [_]  to an institutional accredited investor, defined in
                  Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
                  Securities Act; or

        (5)  [_]  pursuant to another available exemption from registration
                  under the Securities Act of 1933.

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, however, that if box (4) or (5) is
checked, the Trustee may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information as the
Company has reasonably requested 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 of 1933, such as the exemption
provided by Rule 144 under such Act.

                                                ________________________________
                                                Signature

Signature Guarantee:

______________________________                  ________________________________
Signature must be guaranteed by an              Signature
"eligible guarantor institution" meeting
the requirements of the Registrar,
which requirements include
membership or participation in the
Security Transfer Agent Medallion
Program ("STAMP") or such other
"signature guarantee program" as may
be determined by the Registrar in
addition to, or in substitution for,
STAMP, all in accordance with the
Securities Exchange Act of 1934, as
amended.

              TO BE COMPLETED BY PURCHASER IF (3) 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 of
1933, 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.

Dated:_________________          _______________________________________________
                                 NOTICE:  To be executed by an executive officer

                                       2

<PAGE>

                                   EXHIBIT B-2

             Form of Letter to be Delivered by Accredited Investors

BJ Services
5500 Northwest Central Drive
Houston, TX  77092
Attention:  General Counsel

The Bank of New York, as Security Registrar
101 Barclay Street, Floor 21W
New York, New York 10286
Attention:  Corporate Trust Administration

Dear Sirs:

         We are delivering this letter in connection with the proposed transfer
of $_____________ principal amount of the Convertible Senior Notes due 2022 (the
"Securities") of BJ Services Company (the "Company"), which are convertible into
shares of Common Stock of the Company.

         We hereby confirm that:

                  (i)   we are an "accredited investor" within the meaning of
         Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
         Act of 1933, as amended (the "Securities Act"), or an entity in which
         all of the equity owners are "accredited investors" within the meaning
         of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
         Securities Act (an "Institutional Accredited Investor");

                  (ii)  the purchase of Securities by us is for our own account
         or for the account of one or more other Institutional Accredited
         Investors or as fiduciary for the account of one or more trusts, each
         of which is an "accredited investor" within the meaning of Rule
         501(a)(7) under the Securities Act and for each of which we exercise
         sole investment discretion or (B) we are a "bank," within the meaning
         of Section 3(a)(2) of the Securities Act, or a "savings and loan
         association" or other institution described in Section 3(a)(5)(A) of
         the Securities Act that is acquiring Securities as fiduciary for the
         account of one or more institutions for which we exercise sole
         investment discretion;

                  (iii) we will acquire Securities having a minimum aggregate
         principal amount of not less than $100,000 for our own account or for
         any separate account for which we are acting;

                  (iv)  we have such knowledge and experience in financial and
         business matters that we are capable of evaluating the merits and risks
         of purchasing Securities; and

                                       3

<PAGE>

                  (v) we are not acquiring Securities with a view to
         distribution thereof or with any present intention of offering or
         selling Securities or the Common Stock deliverable upon conversion
         thereof, except as permitted below; provided that the disposition of
         our property and property of any accounts for which we are acting as
         fiduciary shall remain at all times within our control.

         We understand that the Securities were originally offered and sold in a
transaction not involving any public offering within the United States within
the meaning of the Securities Act and that the Securities and the shares of
Common Stock (the "Securities") issuable upon conversion thereof have not been
registered under the Securities Act, and we agree, on our own behalf and on
behalf of each account for which we acquire any Securities, that if in the
future we decide to resell or otherwise transfer such Securities prior to the
date on which the Securities are transferable pursuant to Rule 144(k) under the
Securities Act, such Securities may be resold or otherwise transferred only (i)
to the Company or any subsidiary thereof, or (ii) for as long as the Securities
are eligible for resale pursuant to Rule 144A, to a person we reasonably believe
to be a "qualified institutional buyer" (as defined in Rule 144A under the
Securities Act) that purchases for its own account or for the account of such a
qualified institutional buyer to which notice is given that the transfer is
being made in reliance on Rule 144A, or (iii) to an Institutional Accredited
Investor that is acquiring the Security for its own account, or for the account
of such an Institutional Accredited Investor for investment purposes and not
with a view to, or for offer or sale in connection with, any distribution in
violation of the Securities Act, or (iv) pursuant to another available exemption
from registration under the Securities Act (if applicable), or (v) pursuant to a
registration statement which has been declared effective under the Securities
Act and, in each case, in accordance with any applicable securities laws of any
State of the United States or any other applicable jurisdiction and in
accordance with the legends set forth on the Securities. We further agree to
provide any person purchasing any of the Securities other than pursuant to
clause (v) above from us a notice advising such purchaser that resales of such
securities are restricted as stated herein. We understand that the trustee or
the transfer agent, as the case may be, for the Securities will not be required
to accept for registration of transfer any Securities pursuant to (iii) or (iv)
above except upon presentation of evidence satisfactory to the Company and the
trustee that the foregoing restrictions on transfer have been complied with. We
further understand that any Securities will be in the form of definitive
physical certificates and that such certificates will bear a legend reflecting
the substance of this paragraph other than certificates representing Securities
transferred pursuant to clause (v) above.

         We acknowledge that the Company, others, the Trustee, the Security
Registrar and you will rely upon our confirmations, acknowledgments and
agreements set forth herein, and we agree to notify you promptly in writing if
any of our representations or warranties herein ceases to be accurate and
complete.

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<PAGE>

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

                                               _________________________________
                                               (Name of Purchaser)

                                               By:______________________________
                                                  Name:
                                                  Title:
                                                  Address:

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