<PAGE>

                                                                     Exhibit 4.9

                   STARWOOD HOTELS & RESORTS WORLDWIDE, INC.,

                                   AS ISSUER,

                           STARWOOD HOTELS & RESORTS,

                          SHERATON HOLDING CORPORATION,

                                  AS GUARANTOR,

                                       AND

                         U.S. BANK NATIONAL ASSOCIATION

                                   AS TRUSTEE

                                    INDENTURE

                            Dated as of May 16, 2003

             $300,000,000 3.50% CONVERTIBLE SENIOR NOTES DUE 2023(1)

-----------------------------------
(1)      Plus an option to purchase up to $60,000,000 additional Principal
         Amount of such 3.50% Convertible Senior Notes due 2023 from the Issuer.

<PAGE>

<TABLE>
<S>                                                                                                             <C>
                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.   Definitions...................................................................................   1
SECTION 1.02.   Intentionally Omitted.........................................................................   9
SECTION 1.03.   Incorporation by Reference of Trust Indenture Act.............................................   9
SECTION 1.04.   Rules of Construction.........................................................................   9

                                    ARTICLE 2

                                 THE SECURITIES

SECTION 2.01.   Form of Securities............................................................................  10
SECTION 2.02.   Title and Terms...............................................................................  10
SECTION 2.03.   Denominations.................................................................................  11
SECTION 2.04.   Forms Generally...............................................................................  11
SECTION 2.05.   Execution, Authentication and Delivery........................................................  11
SECTION 2.06.   Registrar and Paying Agent....................................................................  12
SECTION 2.07.   Transfer and Exchange.........................................................................  13
SECTION 2.08.   Replacement Securities........................................................................  14
SECTION 2.09.   Outstanding Securities........................................................................  14
Section 2.10.   Temporary Securities; Exchange of Global Security for Definitive Securities...................  14
SECTION 2.11.   Book-entry Provisions for Global Securities...................................................  15
SECTION 2.12.   Cancellation..................................................................................  16
SECTION 2.13.   Special Transfer Provisions...................................................................  16
SECTION 2.14.   CUSIP Numbers.................................................................................  19
SECTION 2.15.   Legend on Restricted Securities...............................................................  19
SECTION 2.16.   Tax Treatment of Securities...................................................................  20
SECTION 2.17.   Payment of Interest; Interest Rights Preserved................................................  20

                                    ARTICLE 3

                                   REDEMPTION

SECTION 3.01.   Notices to Trustee............................................................................  21
SECTION 3.02.   Selection of Securities To Be Redeemed........................................................  22
SECTION 3.03.   Notice of Redemption..........................................................................  22
SECTION 3.04.   Effect of Notice of Redemption................................................................  23
SECTION 3.05.   Deposit of Redemption Price...................................................................  23
SECTION 3.06.   Securities Redeemed in Part...................................................................  23
SECTION 3.07.   Intentionally Omitted.........................................................................  24
SECTION 3.08.   Purchase of Securities at Option of the Holder................................................  24
SECTION 3.09.   Repurchase of Securities at Option of the Holder upon Change in Control.......................  29
SECTION 3.10.   Effect of Purchase Notice or Change in Control Purchase Notice................................  32
SECTION 3.11.   Deposit of Purchase Price or Change in Control Purchase Price.................................  33
</TABLE>

                                        i

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>                                                                                                             <C>
SECTION 3.12.   Securities Purchased or Repurchased in Part...................................................   33
SECTION 3.13.   Covenant to Comply With Securities Laws Upon Purchase or Repurchase of Securities.............   33
SECTION 3.14.   Repayment to the Issuer.......................................................................   33
SECTION 3.15.   Redemption or Repurchase Upon Trust Assumption Event..........................................   34

                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01.   Payment of Securities.........................................................................   37
SECTION 4.02.   Financial Information; SEC Reports............................................................   38
SECTION 4.03.   Corporate Existence...........................................................................   38
SECTION 4.04.   Restrictions on Liens.........................................................................   38
SECTION 4.05.   Sale and Leaseback Transaction................................................................   40
SECTION 4.06.   [Intentionally Omitted].......................................................................   40
SECTION 4.07.   [Intentionally Omitted].......................................................................   40
SECTION 4.08.   Compliance Certificate........................................................................   40
SECTION 4.09.   Further Instruments and Acts..................................................................   41
SECTION 4.10.   [Intentionally Omitted].......................................................................   41
SECTION 4.11.   [Intentionally Omitted].......................................................................   41
SECTION 4.12.   Designation of Subsidiaries...................................................................   41

                                    ARTICLE 5

                               SUCCESSOR COMPANIES

SECTION 5.01.   Merger and Consolidation......................................................................   41

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01.   Events of Default.............................................................................   42
SECTION 6.02.   Acceleration..................................................................................   43
SECTION 6.03.   Other Remedies................................................................................   44
SECTION 6.04.   Waiver of Past Defaults.......................................................................   44
SECTION 6.05.   Control by Majority...........................................................................   44
SECTION 6.06.   Limitation on Suits...........................................................................   44
SECTION 6.07.   Rights of Holders to Receive Payment..........................................................   45
SECTION 6.08.   Collection Suit by Trustee....................................................................   45
SECTION 6.09.   Trustee May File Proofs of Claim..............................................................   45
SECTION 6.10.   Priorities....................................................................................   45
SECTION 6.11.   Undertaking for Costs.........................................................................   46
SECTION 6.12.   Waiver of Stay or Extension Laws..............................................................   46

                                    ARTICLE 7

                                     TRUSTEE

SECTION 7.01.   Duties of Trustee.............................................................................   46
</TABLE>

                                       ii

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>                                                                                                             <C>
SECTION 7.02.   Rights of Trustee.............................................................................   47
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 Holder..................................................................   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 Issuer..............................................   51

                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

SECTION 8.01.   Discharge of Liability on Securities..........................................................   51
SECTION 8.02.   Application of Trust Money....................................................................   51
SECTION 8.03.   Repayment to Issuer...........................................................................   52

                                    ARTICLE 9

                                   AMENDMENTS

SECTION 9.01.   Without Consent of Holders....................................................................   52
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 and Waivers.................................................   53
SECTION 9.05.   Notation on or Exchange of Securities.........................................................   54
SECTION 9.06.   Trustee To Sign Amendments....................................................................   54
SECTION 9.07.   Waiver of Certain Conditions..................................................................   54

                                   ARTICLE 10

                             [INTENTIONALLY OMITTED]

                                   ARTICLE 11

                                   CONVERSION

SECTION 11.01.   Conversion Privilege.........................................................................   55
SECTION 11.02.   Conversion Procedure.........................................................................   57
SECTION 11.03.   Fractional Shares............................................................................   59
SECTION 11.04.   Taxes on Conversion..........................................................................   59
SECTION 11.05.   Issuer to Provide Stock......................................................................   59
SECTION 11.06.   Adjustment for Change In Capital Stock.......................................................   59
SECTION 11.07.   Adjustment for Rights Issue..................................................................   60
SECTION 11.08.   Adjustment for Other Distributions...........................................................   61
SECTION 11.09.   When Adjustment May Be Deferred..............................................................   62
SECTION 11.10.   When No Adjustment Required..................................................................   62
SECTION 11.11.   Notice of Adjustment.........................................................................   63
</TABLE>

                                      iii

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>                                                                                                             <C>
SECTION 11.12.   Voluntary Increase...........................................................................   63
SECTION 11.13.   Notice of Certain Transactions...............................................................   63
SECTION 11.14.   Reorganization of Issuer; Special Distributions..............................................   63
SECTION 11.15.   Issuer Determination Final...................................................................   64
SECTION 11.16.   Trustee's Adjustment Disclaimer..............................................................   64
SECTION 11.17.   Simultaneous Adjustments.....................................................................   64
SECTION 11.18.   Successive Adjustments.......................................................................   65
SECTION 11.19.   Rights Issued in Respect of Shares Issued Upon Conversion....................................   65
SECTION 11.20.   Restriction on Shares Issued Upon Conversion.................................................   65
SECTION 11.21.   Conversion Adjustments Upon Share Separation.................................................   66

                                   ARTICLE 12

                               SECURITY GUARANTEES

SECTION 12.01.   Security Guarantee...........................................................................   68
SECTION 12.02.   Limitation on Guarantor Liability............................................................   69
SECTION 12.03.   Delivery of Guarantee........................................................................   69
SECTION 12.04.   Guarantor May Consolidate, etc. on Certain Terms.............................................   69
SECTION 12.05.   Release......................................................................................   70
SECTION 12.06.   Trust Guarantee..............................................................................   70

                                   ARTICLE 13

                                  MISCELLANEOUS

SECTION 13.01.   Trust Indenture Act Controls.................................................................   71
SECTION 13.02.   Notices......................................................................................   71
SECTION 13.03.   Communication by Holders with Other Holders..................................................   72
SECTION 13.04.   Certificate and Opinion as to Conditions Precedent...........................................   72
SECTION 13.05.   Statements Required in Certificate or Opinion................................................   72
SECTION 13.06.   When Securities Disregarded..................................................................   73
SECTION 13.07.   Rules by Trustee, Paying Agent and Registrar.................................................   73
SECTION 13.08.   Legal Holidays...............................................................................   73
SECTION 13.09.   Governing Law................................................................................   73
SECTION 13.10.   No Recourse Against Others...................................................................   73
SECTION 13.11.   Successors...................................................................................   73
SECTION 13.12.   Multiple Originals...........................................................................   73
SECTION 13.13.   Table of Contents;  Headings.................................................................   73
SECTION 13.14.   Severability.................................................................................   73

EXHIBIT A:  FORM OF SECURITY..................................................................................  A-1
EXHIBIT B:  FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM GLOBAL SECURITY OR DEFINITIVE SECURITY TO
         DEFINITIVE SECURITY..................................................................................  B-1
</TABLE>

                                     iv

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>                                                                                                             <C>
EXHIBIT C: FORM OF NON-DISTRIBUTION LETTER FOR INSTITUTIONAL ACCREDITED INVESTORS.............................   C-1
EXHIBIT D: FORM OF PURCHASE NOTICE............................................................................   D-1
EXHIBIT E: FORM OF CHANGE IN CONTROL PURCHASE NOTICE..........................................................   E-1
EXHIBIT F: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OF RESTRICTED SHARES.....................................   F-1
EXHIBIT G: ISSUER'S PROJECTED PAYMENT SCHEDULE ...............................................................   G-1
</TABLE>

                                       v

<PAGE>

                  INDENTURE, dated as of May 16, 2003, by and among, STARWOOD
HOTELS & RESORTS WORLDWIDE, INC., a Maryland corporation (the "Issuer" or the
"Company"), STARWOOD HOTELS & RESORTS, a Maryland real estate investment trust
and a subsidiary of the Issuer (the "Trust"), SHERATON HOLDING CORPORATION (the
"Guarantor") and U.S. BANK NATIONAL ASSOCIATION, a national banking association,
as trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Issuer's
3.50% Convertible Senior Notes due 2023 (the "Securities"):

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.01.  Definitions.

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

                  "Agent Members" has the meaning specified in Section 2.11.

                  "Average Quoted Price" has the meaning specified in Section
11.01.

                  "Bankruptcy Law" has the meaning specified in Section 6.01.

                  "Bid Solicitation Agent" means a bid solicitation agent
appointed by the Issuer to act in such capacity pursuant to the paragraph
entitled "Contingent Interest" of the Securities, which initially shall be the
Trustee.

                  "Board of Directors" means the Board of Directors of the
Issuer or any committee thereof duly authorized to act on behalf of the Board of
Directors of the Issuer.

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

                  "Capitalized Lease-Back Obligation" means the total net rental
obligations of the Issuer or a Restricted Subsidiary under any lease entered
into as part of a Sale and Lease-Back Transaction involving a Principal Property
discounted to present value at the rate of 9% per annum.

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

                                       1
<PAGE>

                  "Change in Control" has the meaning specified in Section 3.09.

                  "Change in Control Notice" has the meaning specified in
Section 3.09.

                  "Change in Control Notice Date" has the meaning specified in
Section 3.09.

                  "Change in Control Purchase Date" has the meaning specified in
Section 3.09.

                  "Change in Control Purchase Notice" has the meaning specified
in Section 3.09.

                  "Change in Control Purchase Price" has the meaning specified
in Section 3.09.

                  "Class B Shares" means Class B Shares, $.01 par value per
share, of the Trust as such shares exist on the date of this Indenture or any
other shares of Capital Stock of the Trust into which the Class B Shares shall
be reclassified or changed.

                  "Clearstream" has the meaning specified in Section 2.01.

                  "Closing Date" means the date of this Indenture.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Company" means Starwood Hotels & Resorts Worldwide, Inc., a
Maryland corporation, until a successor Person shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Company" shall
instead mean such successor Person.

                  "Consolidated Net Tangible Assets" means the total of all
assets appearing on a consolidated balance sheet of the Issuer and its
Restricted Subsidiaries prepared in accordance with accounting principles
generally accepted in the United States as of a date not more than 90 days prior
to the date as of which Consolidated Net Tangible Assets are to be determined,
but excluding (i) the book amount of all segregated intangible assets, (ii) all
depreciation, valuation and other reserves, (iii) current liabilities, (iv) any
minority interest in the stock and surplus of Restricted Subsidiaries, (v)
investments in subsidiaries which are not Restricted Subsidiaries, (vi) deferred
income and deferred liabilities, and (vii) other items deductible under
generally accepted accounting principles.

                  "Contingent Debt Regulations" has the meaning specified in
Section 2.16.

                  "Contingent Interest" has the meaning specified in the
paragraph entitled "Contingent Interest" of the Securities.

                  "Conversion Agent" means the Trustee or such other office or
agency designated by the Issuer where Securities may be presented for
conversion.

                  "Conversion Date" has the meaning specified in Section 11.02.

                                       2
<PAGE>

                  "Conversion Price" means with respect to a Security, as of the
date of determination, the quotient of (i) the Principal Amount divided by (ii)
the Conversion Rate in effect on such date.

                  "Conversion Rate" has the meaning specified in Section 11.01.

                  "Corporate Trust Office" means the office of the Trustee
specified in Section 13.02.

                  "Corporation Note" means a Security, exclusive of any rights
of the guarantee of the Guarantor provided for in Section 12.01 and the Trust
Guarantee.

                  "Corporation Shares" means shares of common stock, $.01 par
value per share, of the Issuer as such shares exist on the date of this
Indenture or any other shares of Capital Stock of the Issuer into which the
Corporation Shares shall be reclassified or changed.

                  "Custodian" has the meaning specified in Section 6.01.

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

                  "Defaulted Interest" has the meaning specified in Section
2.17.

                  "Definitive Securities" has the meaning specified in Section
2.01.

                  "Depositary" means, with respect to the Securities issuable in
whole or in part in global form, the Person specified pursuant to Section 2.01
hereof as the initial Depositary with respect to the Securities, until a
successor shall have been appointed and become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall instead mean or
include such successor.

                  "Dollar" means a dollar or other equivalent unit in such coin
or currency of the United States as at the time shall be legal tender for the
payment of public and private debt.

                  "Euroclear" has the meaning specified in Section 2.01.

                  "Event of Default" has the meaning specified in Section 6.01.

                  "Ex-Dividend Time" has the meaning specified in Section 11.01.

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

                  "Excluded Person" has the meaning specified in Section 3.09.

                  "Extraordinary Cash Dividend" has the meaning specified in
Section 11.08.

                  "Funded Debt" as applied to any corporation means all
indebtedness incurred, created, assumed or guaranteed by such corporation, or
upon which it customarily pays interest charges, which matures, or is renewable
by such corporation to a date, more than one year after

                                       3
<PAGE>

the date as of which Funded Debt is being determined; provided, however, that
the term "Funded Debt" shall not include (i) indebtedness incurred in the
ordinary course of business representing borrowings, regardless of when payable,
of such corporation from time to time against, but not in excess of the face
amount of, its installment accounts receivable for the sale of appliances and
equipment sold in the regular course of business or (ii) advances for
construction and security deposits received by such corporation in the ordinary
course of business.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time, including those
principles set forth in (i) the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants, (ii)
statements and pronouncements of the Financial Accounting Standards Board, (iii)
such other statements by such other entity as approved by a significant segment
of the accounting profession and (iv) the rules and regulations of the SEC
governing the inclusion of financial statements (including pro forma financial
statements) in periodic reports required to be filed pursuant to Section 13 of
the Exchange Act, including opinions and pronouncements in staff accounting
bulletins and similar written statements from the accounting staff of the SEC.
All computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP.

                  "Global Security" has the meaning specified in Section 2.01.

                  "Guarantor" means Sheraton Holding Corporation, a Nevada
corporation, until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Guarantor" shall
instead mean such successor Person.

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

                  "Indebtedness" means bonds, debentures, notes and other
instruments representing obligations created or assumed by such Person for the
repayment of money borrowed (other than unamortized debt discount or premium).
All indebtedness secured by a lien upon property owned by such Person or any
Subsidiary and upon which indebtedness such Person customarily pays interest,
although such Person has not assumed or become liable for the payment of such
indebtedness, shall for all purposes hereof be deemed to be indebtedness of such
Person. All indebtedness for money borrowed incurred by other persons which is
directly guaranteed as to payment of principal by such Person shall for all
purposes hereof be deemed to be indebtedness of, but no other contingent
obligation of any such Person in respect of indebtedness incurred by other
Persons shall for any purpose be deemed indebtedness of such Person.

                  "Indenture" means this Indenture as amended or supplemented
from time to time and includes the terms of Securities established as
contemplated by Section 2.01.

                  "Initial Purchasers" means Banc of America Securities LLC,
Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc.

                  "Interest Payment Date" has the meaning specified in Section
2.02.

                                       4
<PAGE>

                  "Issue Date" means the date the Securities are originally
issued or deemed issued as set forth on the face of the Security under this
Indenture.

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

                  "Issuer" means the party named as such in this Indenture until
a successor replaces it and, thereafter, instead means the successor and, for
purposes of any provision contained herein and required by the Trust Indenture
Act, each other obligor on the indenture securities.

                  "Issuer's Notice" has the meaning specified in Section 3.08.

                  "Issuer's Notice Date" has the meaning specified in Section
3.08.

                  "Legal Holiday" has the meaning specified in Section 13.08.

                  "Market Price" has the meaning specified in Section 3.08.

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

                  "Non-Global Purchasers" has the meaning specified in Section
2.01.

                  "Notice of Default" has the meaning specified in Section 6.01.

                  "Offering Memorandum" means the offering memorandum relating
to the Securities dated May 9, 2003.

                  "Officer" means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer, an Assistant or Deputy Treasurer or the Secretary or an Assistant
Secretary of the Issuer.

                  "Officers' Certificate" means a certificate signed by two
Officers.

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

                  "Paying Agent" has the meaning specified in Section 2.06.

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

                  "Principal Amount" of any Security means the Principal Amount
as set forth on the face of the Security.

                                       5
<PAGE>

                  "Principal Property" means any single property owned by the
Issuer or any Restricted Subsidiary having a gross book value in excess of 2% of
Consolidated Net Tangible Assets, except any such property or portion thereof
which the Board of Directors by resolution declares is not of material
importance to the total business conducted by the Issuer and its Restricted
Subsidiaries as an entirety.

                  "protected purchaser" has the meaning specified in Section
2.08.

                  "Purchase Agreement" means the Purchase Agreement dated May 9,
2003, among the Issuer and the Initial Purchasers.

                  "Purchase Date" has the meaning specified in Section 3.08.

                  "Purchase Notice" has the meaning specified in Section 3.08.

                  "Purchase Price" has the meaning specified in Section 3.08.

                  "QIBs" has the meaning specified in Section 2.01.

                  "Rating Event" has the meaning specified in Section 11.21.

                  "Redemption Date" shall mean the date specified for redemption
of the Securities in accordance with the terms of the Securities and Article 3
hereof.

                  "Redemption Price" has the meaning specified in the
Securities.

                  "Registrar" has the meaning specified in Section 2.06.

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated May 16, 2003, among the Issuer, the Guarantor and the Initial
Purchasers.

                  "Regular Record Date" has the meaning specified in Section
10.01.

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

                  "Restricted Security" has the meaning specified in Section
2.15.

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

                  "Restricted Subsidiary" means any subsidiary other than an
Unrestricted Subsidiary.

                  "Rights" has the meaning specified in Section 11.19.

                  "Rights Agreement" has the meaning specified in Section 11.19.

                  "Rule 144A" has the meaning specified in Section 2.01.

                                       6
<PAGE>

                  "Sale and Lease-Back Transaction" has the meaning specified in
Section 4.05.

                  "Sale Price" has the meaning specified in Section 3.08.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" has the meaning specified in the second paragraph
of this Indenture.

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

                  "Securities Custodian" means the custodian with respect to a
Global Security (as appointed by the Depositary) or any successor thereto, who
shall initially be the Trustee.

                  "Security Conversion Tax Interest" has the meaning specified
in Section 11.02.

                  "Senior Credit Facility" means the Credit Agreement, dated
October 9, 2002, among the Company, certain additional alternative currency
revolving loan borrowers and various lenders, Deutsche Bank, AG, New York
Branch, as Administrative Agent, JP Morgan Chase Bank, as Syndication Agent,
Bank of America, N.A., Fleet National Bank and Societe Generale, as
Co-Documentation Agents, and Deutsche Bank Securities Inc. and JP Morgan
Securities Inc. as Co-Lead Arrangers and joint Book Running Managers, as such
agreement has been or hereafter may be amended in accordance with its terms.

                  "Share" means an attached unit consisting of one Corporation
Share and one Class B Share; provided that upon the occurrence of a Share
Separation, the term "Share" shall mean a Corporation Share; provided further
that upon the occurrence of a Trust Assumption Event, the term "Share" shall
mean a Class B Share.

                  "Share Separation" has the meaning specified in Section 11.21.

                  "Shelf Registration" shall have the meaning set forth in the
Registration Rights Agreement.

                  "Significant Subsidiary" means any subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

                  "Special Record Date" has the meaning specified in Section
2.17.

                  "Stated Maturity," when used with respect to any Security,
means the date specified in such Security as the fixed date on which an amount
equal to Principal Amount thereof or any installment of interest thereon is due
and payable.

                  "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof

                                       7
<PAGE>

is at the time owned or controlled, directly or indirectly, by (i) such Person,
(ii) such Person and one or more Subsidiaries of such Person or (iii) one or
more Subsidiaries of such Person.

                  "Successor Company" has the meaning specified in Section 5.01.

                  "trading day" has the meaning specified in Section 11.01.

                  "Time of Determination" has the meaning specified in Section
11.01.

                  "Trust" has the meaning specified in the first paragraph of
this Indenture.

                  "Trust Assumption Event" has the meaning specified in Section
11.21.

                  "Trust Assumption Event Notice" has the meaning specified in
Section 3.15(d).

                  "Trust Assumption Event Notice Date" has the meaning specified
in Section 3.15(d).

                  "Trust Assumption Event Purchase Date" has the meaning
specified in Section 3.15(b).

                  "Trust Assumption Event Purchase Price" has the meaning
specified in Section 3.15(b).

                  "Trust Assumption Event Redemption Date" has the meaning
specified in Section 3.15(a).

                  "Trust Assumption Event Redemption Price" has the meaning
specified in the paragraph entitled "Redemption at Option of Issuer" of the
Securities.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it and, thereafter, instead means the successor.

                  "Trust Guarantee" has the meaning specified in Section 12.06.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bb) in effect on the Closing Date.

                  "Trust Officer" means any Vice President, Assistant Vice
President or any other officer or assistant officer of the Trustee assigned by
the Trustee to administer its corporate trust matters.

                  "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

                  "United States National Securities Exchange" means the Nasdaq
National Market System, the New York Stock Exchange or the American Stock
Exchange, or any successor securities exchange thereto.

                                       8
<PAGE>

                  "Unrestricted Subsidiary" mean (i) any subsidiary 50% or less
of the voting stock of which is owned directly by the Issuer and/or one or more
Restricted Subsidiaries or (ii) any Subsidiary designated as an Unrestricted
Subsidiary by the Board of Directors.

                  SECTION 1.02. Intentionally Omitted.

                  SECTION 1.03. Incorporation by Reference of Trust Indenture
Act. This Indenture is subject to the mandatory provisions of the Trust
Indenture Act, which are incorporated by reference in and made a part of this
Indenture. The following Trust Indenture Act terms have the following meanings:

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder or Securityholder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Issuer and any
other obligor on the indenture securities.

                  All other terms used in this Indenture that are defined by the
Trust Indenture Act, defined by Trust Indenture Act reference to another statute
or defined by SEC rule have the meanings assigned to them by such definitions.

                  SECTION 1.04. Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

                  (5) words in the singular include the plural and words in the
         plural include the singular; and

                  (6) Section references are to Sections of this Indenture
         unless the context otherwise requires; and

                  (7) the principal amount of any non-interest bearing or other
         discount security at any date shall be the principal amount thereof
         that would be shown on a balance sheet of the issuer dated such date
         prepared in accordance with GAAP.

                                       9
<PAGE>

                                   ARTICLE 2

                                 THE SECURITIES

                  SECTION 2.01. Form of Securities. The Securities and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A which is hereby incorporated in and expressly made a part of this
Indenture.

                  The Securities offered and sold to "qualified institutional
buyers" as defined in Rule 144A ("QIBs") in reliance on Rule 144A under the
Securities Act ("Rule 144A"), as provided in the Purchase Agreement, shall be
issued in the form of one or more permanent global securities in definitive,
fully registered form without interest coupons with the Global Securities Legend
and Restricted Securities Legend set forth in Exhibit A hereto (a "Global
Security"). Any Global Security shall be deposited on behalf of the purchasers
of the Securities represented thereby with the Trustee, as custodian for the
Depositary, and registered in the name of the Depositary or a nominee of the
Depositary for the accounts of participants in the Depositary (and, in the case
of Securities held in accordance with Regulation S, registered with the
Depositary for the accounts of designated agents holding on behalf of the
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") or
Clearstream Banking, societe anonyme ("Clearstream")), duly executed by the
Issuer and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of a Global Security may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee as hereinafter provided.

                  Except as provided in Section 2.10 and 2.13, owners of
beneficial interests in Global Securities will not be entitled to receive
physical delivery of Securities in definitive form. Transferees of Securities
who are not QIBs and did not purchase Securities sold in reliance on Regulation
S under the Securities Act (referred to herein as the "Non-Global Purchasers")
will receive certificated Securities in definitive form bearing the Restricted
Securities Legend set forth in Exhibit A hereto ("Definitive Securities").
Definitive Securities will bear the Restricted Securities Legend set forth on
Exhibit A unless removed in accordance with Section 2.13(b).

                  SECTION 2.02. Title and Terms. The aggregate Principal Amount
of Securities which may be authenticated and delivered under this Indenture is
limited to $300,000,000 (subject to increase to $360,000,000 in the event the
Initial Purchasers exercise their option to purchase additional Securities under
the Purchase Agreement), except for replacement Securities authenticated and
delivered upon registration or transfer of, or in exchange for, or in lieu of,
other Securities pursuant to Section 2.08.

                  The Securities shall bear interest at a rate of 3.50% per
annum from May 16, 2003. Interest on the Securities shall be payable
semi-annually on May 16 and November 16 of each year (each an "Interest Payment
Date") beginning November 16, 2003, to Holders of record at the close of
business on the preceding May 1 and November 1, respectively. In the event of
the maturity, conversion, purchase by the Issuer at the option of a Holder or
redemption of a Security, interest (including Contingent Interest, if any) shall
cease to accrue on such Security, under the terms and subject to the conditions
of this Indenture. Securities surrendered for conversion during the period from
the close of business on any Regular Record Date next

                                       10
<PAGE>

preceding any Interest Payment Date to the opening of business on such Interest
Payment Date (except Securities to be redeemed purchased or repurchased on a
date within such period) must be accompanied by payment of an amount equal to
the interest (including Contingent Interest) thereon that the registered Holder
is entitled to receive. Except where Securities surrendered for conversion must
be accompanied by payment as described above, no interest on converted
Securities shall be payable by the Issuer on any Interest Payment Date
subsequent to the date of conversion.

                  The Securities shall be known and designated as the "3.50%
Convertible Senior Notes due 2023" of the Issuer with a Stated Maturity on May
16, 2023.

                  The Issue Price and accrued interest on the Securities shall
be payable at (i) the office or agency of the Issuer in The City of New York
maintained for such purpose, which initially shall be the principal corporate
trust office of the Trustee in The City of New York, (ii) the Corporate Trust
Office and (iii) at any other office or agency maintained by the Issuer for such
purpose; provided, however, that at the option of the Issuer payments may be
made by wire transfer or by check mailed to the address of the Person entitled
thereto as such address shall appear in the security register.

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

                  The Securities shall be general senior obligations of the
Issuer.

                  SECTION 2.03. Denominations. The Securities shall be issuable
only in registered form without coupons and in denominations of $1,000 Principal
Amount and any integral multiple of $1,000 above that amount.

                  SECTION 2.04. Forms Generally. The Securities may have such
letters, notations, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required by law, securities exchange rule,
the Code and regulations thereunder, agreements to which the Issuer is subject,
if any, or usage (provided that any such notation legend or endorsement is in a
form acceptable to the Issuer). Each Security shall be dated the date of its
authentication.

                  The definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the Officers executing such Securities, as evidenced by their
execution thereof.

                  SECTION 2.05. Execution, Authentication and Delivery. One or
more Officers of the Issuer shall sign the Securities on behalf of the Issuer by
manual or facsimile signature. The Issuer's seal, if any, may, but need not, be
impressed, affixed, imprinted or reproduced on the Securities and, if it is,
then it may be in facsimile form.

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

                                       11
<PAGE>

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

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Issuer to authenticate the Securities. Any such appointment
shall be evidenced by an instrument signed by a Trust Officer, a copy of which
shall be furnished to the Issuer. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and
demands.

                  SECTION 2.06. Registrar and Paying Agent. The Issuer shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The
Issuer may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent, and the
term "Registrar" includes any co-registrars. The Issuer initially appoints the
Trustee as (i) Registrar and Paying Agent in connection with the Securities and
(ii) the Securities Custodian with respect to the Global Securities.

                  The Issuer shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture, which shall
incorporate the terms of the Trust Indenture Act. The agency agreement shall
implement the provisions of this Indenture that relate to such agent. The Issuer
shall notify the Trustee of the name and address of any such agent. If the
Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such and shall be entitled to appropriate compensation therefor pursuant to
Section 7.07. The Issuer or any of its domestically organized Subsidiaries may
act as Paying Agent or Registrar.

                  The Issuer may remove any Registrar or Paying Agent upon
written notice to such Registrar or Paying Agent and to the Trustee; provided,
however, that no such removal shall become effective until (1) acceptance of an
appointment by a successor as evidenced by an appropriate agreement entered into
by the Issuer and such successor Registrar or Paying Agent, as the case may be,
and delivered to the Trustee or (2) notification to the Trustee that the Trustee
shall serve as Registrar or Paying Agent until the appointment of a successor in
accordance with clause (1) above. The Registrar or Paying Agent may resign at
any time upon written notice; provided, however, that the Trustee may resign as
Paying Agent or Registrar only if the Trustee also resigns as Trustee in
accordance with Section 7.08.

                  Prior to 11 a.m. (New York City time) on the Interest Payment
Date, the Issuer shall deposit with the Paying Agent (or if the Issuer or a
Subsidiary of the Issuer is acting as Paying Agent, segregate and hold in trust
for the benefit of the Persons entitled thereto) a sum sufficient to pay
interest (including Contingent Interest, if any) when due. The Issuer 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 held by the Paying Agent for the payment of principal or
interest on the Securities and shall notify the Trustee of any

                                       12
<PAGE>

default by the Issuer in making any such payment. If the Issuer or a Subsidiary
of the Issuer acts as Paying Agent, it shall segregate the money held by it as
Paying Agent and hold it as a separate trust fund. The Issuer at any time may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed by the Paying Agent. Upon complying with this Section,
the Paying Agent shall have no further liability for the money delivered to the
Trustee.

                  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 Issuer
shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at
least five Business Days before each Interest Payment Date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of
Securityholders.

                  SECTION 2.07. Transfer and Exchange. The Securities shall be
issued in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer and in compliance with this Indenture.
When a Security is presented to the Registrar with a request to register a
transfer, the Registrar shall register the transfer as requested if the
requirements of Section 8-401(a)(1) of the Uniform Commercial Code are met. When
Securities are presented to the Registrar with a request to exchange them for
Securities of other denominations and of a like aggregate Principal Amount and
tenor, the Registrar shall make the exchange as requested if the same
requirements are met. To permit registration of transfers and exchanges, the
Issuer shall execute and the Trustee shall authenticate Securities at the
Registrar's request. The Issuer may require payment of a sum sufficient to pay
all taxes, assessments or other governmental charges in connection with any such
transfer or exchange pursuant to this Section. The Issuer shall not be required
to make and the Registrar need not register transfers or exchanges of Securities
selected for redemption (except, in the case of Securities to be redeemed in
part, the portion thereof not to be redeemed) or any Securities for a period of
15 days before a selection of Securities to be redeemed.

                  Prior to the due presentation for registration of transfer of
any Security, the Issuer, the Trustee, the Paying Agent and the Registrar may
deem and treat the Person in whose name a Security is registered as the absolute
owner of such Security for the purpose of receiving any payment on such Security
(including interest and Contingent Interest and Defaulted Interest, if any) and
for all other purposes whatsoever, whether or not such Security is overdue, and
none of the Issuer, the Trustee, the Paying Agent or the Registrar shall be
affected by notice to the contrary.

                  Any Holder of a Global Security shall, by acceptance of such
Global Security, agree that transfers of a beneficial interest in such Global
Security may be effected only through a book-entry system maintained by (i) the
Holder of such Global Security (or its agent) or (ii) any Holder of a beneficial
interest in such Global Security, and that ownership of a beneficial interest in
such Global Security shall be required to be reflected in a book-entry.

                  All Securities issued upon any transfer or exchange pursuant
to the terms of this Indenture will evidence the same debt and will be entitled
to the same benefits under this Indenture as the Securities surrendered upon
such transfer or exchange.

                                       13
<PAGE>

                  SECTION 2.08. Replacement Securities. If a mutilated Security
is surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Issuer shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met, such that the Holder (i)
satisfies the Issuer or the Trustee within a reasonable time after such Holder
has notice of such loss, destruction or wrongful taking, and the Registrar does
not register a transfer prior to receiving such notification, (ii) requests the
Issuer or the Trustee to issue a new replacement Security, prior to the Security
being acquired by a protected purchaser as defined in Section 8-303 of the
Uniform Commercial Code (a "protected purchaser") and (iii) satisfies any other
reasonable requirements of the Trustee. If required by the Trustee or the
Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment
of the Trustee to protect the Issuer, the Trustee, the Paying Agent and the
Registrar from any loss that any of them may suffer if a Security is replaced.
The Issuer and the Trustee may charge the Holder for the costs and expenses they
incur in replacing a Security. In the event any such mutilated, lost, destroyed
or wrongfully taken Security has become or is about to become due and payable or
has been called for redemption in full, the Issuer in its discretion may pay
such Security instead of issuing a new Security in replacement thereof.

                  Every replacement Security is an additional obligation of the
Issuer.

                  The provisions of this Section 2.08 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, lost, destroyed or wrongfully taken
Securities.

                  SECTION 2.09. Outstanding Securities. Securities outstanding
at any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation and those described in
this Section as not outstanding. Subject to Section 13.06, a Security does not
cease to be outstanding because the Issuer or an Affiliate of the Issuer holds
the Security.

                  If a Security is replaced pursuant to Section 2.08, the
Security so replaced ceases to be outstanding unless and until the Trustee and
the Issuer receive proof satisfactory to them that the replaced Security is held
by a protected purchaser.

                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, at Maturity, money or securities sufficient to
pay all amounts payable on that date with respect to the Securities (or portions
thereof) to be redeemed, purchased or repurchased or maturing, as the case may
be, then on and after that date, such Securities (or portions thereof) shall
cease to be outstanding and interest on them or Contingent Interest and
Defaulted Interest, if any, shall cease to accrue.

                  SECTION 2.10. Temporary Securities; Exchange of Global
Security for Definitive Securities.

                  (a) In the event that Definitive Securities are to be issued
under the terms of this Indenture, until such Definitive Securities are ready
for delivery, the Issuer may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in

                                       14
<PAGE>

the form of Definitive Securities but may have variations that the Issuer
considers appropriate for temporary Securities. Without unreasonable delay, the
Issuer shall prepare and the Trustee shall authenticate Definitive Securities
and deliver them in exchange for temporary Securities upon surrender of such
temporary Securities at the office or agency of the Issuer, without charge to
the Holder.

                  (b) Except for transfers made in accordance with Section
2.13(a), a Global Security deposited with the Depositary or with the Trustee as
custodian for the Depositary pursuant to Section 2.11 shall be transferred to
the beneficial owners thereof in the form of certificated Securities in
definitive form only if such transfer complies with Section 2.13 and (i) the
Depositary notifies the Issuer that it is unwilling or unable to continue as
Depositary for such Global Security or if at any time such Depositary ceases to
be a "clearing agency" registered under the Exchange Act and a successor
Depositary is not appointed by the Issuer within 90 days of such notice, (ii)
the Issuer elects to discontinue the use of book-entry transfer through the
Depository (or any other depository) or (iii) a default under the indenture
occurs and continues for 30 days.

                  (c) Any Global Security or interest thereon that is
transferable to the beneficial owners thereof in the form of certificated
Securities in definitive form shall, if held by the Depository, be surrendered
by the Depositary to the Trustee, without charge, and the Trustee shall
authenticate and deliver, upon such transfer of each portion of such Global
Security, an equal aggregate principal amount of Securities of authorized
denominations in the form of certificated Securities in definitive form. Any
portion of a Global Security transferred pursuant to this Section shall be
executed, authenticated and delivered only in denominations of $1,000 and any
integral multiple thereof and registered in such names as the Depositary shall
direct. Any Securities in the form of certificated Securities in definitive form
delivered in exchange for an interest in the Global Security shall, except as
otherwise provided by Section 2.13(b), bear the Restricted Securities Legend set
forth in Exhibit A hereto.

                  (d) Prior to any transfer pursuant to Section 2.10(b), the
registered holder of a Global Security may grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a holder is entitled to take under this
Indenture or the Securities.

                  The Issuer will make available to the Trustee a reasonable
supply of certificated Securities in definitive form.

                  SECTION 2.11. Book-entry Provisions for Global Securities.
This Section 2.11 shall apply only to a Global Security deposited with or on
behalf of the Depositary.

                  The Issuer shall execute and the Trustee shall, in accordance
with this Section 2.11 and the written order of the Issuer, authenticate and
deliver initially one or more Global Securities that (i) shall be registered in
the name of Cede & Co. or other nominee of such Depositary and (ii) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions or held by the Trustee as custodian for the Depositary pursuant to
a FAST Balance Certificate Agreement between the Depositary and the Trustee.

                                       15
<PAGE>

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary or by the Trustee as the
custodian of the Depositary or under such Global Security, and the Depositary
may be treated by the Issuer, the Trustee and any agent of the Issuer or the
Trustee as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the
Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices of such Depositary governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.

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

                  SECTION 2.12. Cancellation. The Issuer at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment,
purchase, repurchase, redemption, conversion (pursuant to Article 11 hereof) or
cancellation and deliver canceled Securities to the Issuer pursuant to written
direction by an Officer of the Issuer. In the absence of any such direction, the
Trustee may treat canceled Securities in accordance with its document retention
policies. The Issuer may not issue new Securities to replace Securities they
have redeemed, paid in full or delivered to the Trustee for cancellation. The
Trustee shall not authenticate Securities in place of canceled Securities other
than pursuant to the terms of this Indenture.

                  SECTION 2.13. Special Transfer Provisions. (a) (a)
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, or of any beneficial
interest therein, shall only be made in accordance with Sections 2.10 and 2.11
and this Section 2.13(a); provided, however, that beneficial interests in a
Global Security may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the Global Security in accordance with the
transfer restrictions set forth under the heading "Notice to Investors" in the
Offering Memorandum and, if applicable, in Exhibit C.

                  Except for transfers or exchanges made in accordance with
paragraphs (1) through (4) of this Section 2.13(a) and Section 2.10, transfers
of a Global Security shall be limited to transfers of such Global Security in
whole, but not in part, to nominees of the Depositary or to a successor of the
Depositary or such successor's nominee.

                  (1) Global Security to Definitive Security. If an owner of a
         beneficial interest in a Global Security deposited with the Depositary
         or with the Trustee as custodian for the Depositary wishes at any time
         to transfer its interest in such Global Security to a Person

                                       16
<PAGE>

         who is required to take delivery thereof in the form of a Definitive
         Security, such owner may, subject to the rules and procedures of
         Euroclear or Clearstream, if applicable, and the Depositary, cause the
         exchange of such interest for one or more Definitive Securities of any
         authorized denomination or denominations and of the same aggregate
         principal amount. Upon receipt by the Registrar of (A) instructions
         from Euroclear or Clearstream, if applicable, and the Depositary
         directing the Trustee to authenticate and deliver one or more
         Definitive Securities of the same aggregate principal amount as the
         beneficial interest in the Global Security to be exchanged, such
         instructions to contain the name or names of the designated transferee
         or transferees, the authorized denomination or denominations of the
         Definitive Securities to be so issued and appropriate delivery
         instructions, (B) a certificate substantially in the form of Exhibit B
         attached hereto given by the owner of such beneficial interest, (C) a
         certificate substantially in the form of Exhibit C attached hereto
         given by the person acquiring the Definitive Securities for which such
         interest is being exchanged, to the effect set forth therein, and (D)
         such other certifications or other information and, in the case of
         transfers pursuant to Rule 144 under the Securities Act, legal opinions
         as the Issuer may reasonably require to confirm that such transfer is
         being made pursuant to an exemption from, or in a transaction not
         subject to, the registration requirements of the Securities Act, then
         Euroclear or Clearstream, if applicable, or the Registrar, as the case
         may be, will instruct the Depositary to reduce or cause to be reduced
         such Global Security by the aggregate principal amount of the
         beneficial interest therein to be exchanged and to debit or cause to be
         debited from the account of the Person making such transfer the
         beneficial interest in the Global Security that is being transferred,
         and concurrently with such reduction and debit the Issuer shall
         execute, and the Trustee shall authenticate and deliver, one or more
         Definitive Securities of the same aggregate principal amount in
         accordance with the instructions referred to above.

                  (2) Definitive Security to Definitive Security. If a holder of
         a Definitive Security wishes at any time to transfer such Definitive
         Security (or portion thereof) to a Person who is required to take
         delivery thereof in the form of a Definitive Security, such holder may,
         subject to the restrictions on transfer set forth herein and in such
         Definitive Security, cause the transfer of such Definitive Security (or
         any portion thereof in a principal amount equal to an authorized
         denomination) to such transferee. Upon receipt by the Registrar of (A)
         such Definitive Security, duly endorsed as provided herein, (B)
         instructions from such holder directing the Trustee to authenticate and
         deliver one or more Definitive Securities of the same aggregate
         principal amount as the Definitive Security (or portion thereof) to be
         transferred, such instruction to contain the name or names of the
         designated transferee or transferees, the authorized denomination or
         denominations of the Definitive Securities to be so issued and
         appropriate delivery instructions, (C) a certificate from the holder of
         the Definitive Security to be transferred in substantially the form of
         Exhibit B attached hereto, (D) a certificate substantially in the form
         of Exhibit C attached hereto given by the person acquiring the
         Definitive Securities (or portion thereof), to the effect set forth
         therein, and (E) such other certifications or other information and, in
         the case of transfers pursuant to Rule 144 under the Securities Act,
         legal opinions as the Issuer may reasonably require to confirm that
         such transfer is being made pursuant to an exemption from, or in a
         transaction not subject to, the registration requirements of the
         Securities Act, then the Registrar, shall cancel or cause to

                                       17
<PAGE>

         be canceled such Definitive Security and concurrently therewith, the
         Issuer shall execute, and the Trustee shall authenticate and deliver,
         one or more Definitive Securities in the appropriate aggregate
         principal amount, in accordance with the instructions referred to above
         and, if only a portion of a Definitive Security is transferred as
         aforesaid, concurrently therewith the Issuer shall execute and the
         Trustee shall authenticate and deliver to the transferor a Definitive
         Security in a principal amount equal to the principal amount which has
         not been transferred. A holder of a Definitive Security may at any time
         exchange such Definitive Security for one or more Definitive Securities
         of other authorized denominations and in the same aggregate principal
         amount and registered in the same name by delivering such Definitive
         Security, duly endorsed as provided herein, to the Trustee together
         with instructions directing the Trustee to authenticate and deliver one
         or more Definitive Securities in the same aggregate principal amount
         and registered in the same name as the Definitive Security to be
         exchanged, and the Registrar thereupon shall cancel or caused to be
         canceled such Definitive Security and concurrently therewith the Issuer
         shall execute and Trustee shall authenticate and deliver, one or more
         Definitive Securities in the same aggregate principal amount and
         registered in the same name as the Definitive Security being exchanged.

                  (3) Definitive Security to Global Security. If a holder of a
         Definitive Security wishes at any time to transfer such Definitive
         Security (or portion thereof) to a Person who is not required to take
         delivery thereof in the form of a Definitive Security, such holder
         shall, subject to the restrictions on transfer set forth herein and in
         such Definitive Security and the rules of the Depositary and Euroclear
         and Clearstream, as applicable, cause the exchange of such Definitive
         Security for a beneficial interest in the Global Security. Upon receipt
         by the Registrar of (A) such Definitive Security, duly endorsed as
         provided herein, (B) instructions from such holder directing the
         Trustee to increase the aggregate principal amount of the Global
         Security deposited with the Depository or with the Trustee as custodian
         for the Depository by the same aggregate Principal Amount as the
         Definitive Security to be exchanged, such instructions to contain the
         name or names of a member of, or participant in, the Depository that is
         designated as the transferee, the account of such member or participant
         and other appropriate delivery instructions, (C) the assignment form on
         the back of the Definitive Security completed in full (certifying in
         effect that such transfer complies with Rule 144A or Regulation S under
         the Securities Act or is otherwise being made to a Person who is not
         required to take delivery of the Securities in the form of a Definitive
         Security) and (D) such other certifications or other information and,
         in the case of transfers pursuant to Rule 144 under the Securities Act,
         legal opinions as the Issuer may reasonably require to confirm that
         such transfer is being made pursuant to an exemption from, or in
         transaction not subject to, the registration requirements of the
         Securities Act, then the Trustee shall cancel or cause to be canceled
         such Definitive Security and concurrently therewith shall increase the
         aggregate principal amount of the Global Security by the same aggregate
         principal amount as the Definitive Security canceled.

                  (4) Other Exchanges. In the event that a Global Security is
         exchanged for Securities in definitive registered form pursuant to
         Section 2.10 prior to the effectiveness of a Shelf Registration
         contemplated by and in accordance with the terms of the Registration
         Rights Agreement with respect to such Securities, such Securities may
         be

                                       18
<PAGE>

         exchanged only in accordance with such procedures as are substantially
         consistent with the provisions of clauses (2) and (3) above (including
         the certification requirements intended to ensure that such transfers
         comply with Rule 144A or Regulation S under the Securities Act, as the
         case may be) and such other procedures as may from time to time be
         adopted by the Issuer.

                  (b) Except in connection with a Shelf Registration
contemplated by and in accordance with the terms of the Registration Rights
Agreement, if Securities are issued upon the registration of transfer, exchange
or replacement of Securities bearing a Restricted Securities Legend, or if a
request is made to remove such a Restricted Securities Legend on Securities, the
Securities so issued shall bear the Restricted Securities Legend, or a
Restricted Securities Legend shall not be removed, as the case may be, unless
there is delivered to the Issuer such satisfactory evidence, which, in the case
of a transfer made pursuant to Rule 144 under the Securities Act, may include an
opinion of counsel, as may be reasonably required by the Issuer, that neither
the legend nor the restrictions on transfer set forth therein are required to
ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144
or Regulation S under the Securities Act or that such Securities are not
"restricted" within the meaning of Rule 144 under the Securities Act. Upon
provision to the Issuer of such satisfactory evidence, the Trustee, at the
written direction of the Issuer, shall authenticate and deliver Securities that
do not bear the legend. The Issuer shall not otherwise be entitled to require
the delivery of a legal opinion in connection with any transfer or exchange of
Securities.

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

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

                  SECTION 2.14. CUSIP Numbers. The Issuer 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, however, 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 affected by any defect in or
omission of such numbers.

                  SECTION 2.15. Legend on Restricted Securities. During the
period beginning on May 16, 2003 (or such later date on which any Securities may
be originally issued pursuant to the Initial Purchasers' exercise of their
option to purchase additional Securities under the Purchase Agreement) and
ending on the date one year from such date, any Security (including any Security
issued in exchange therefor or in lieu thereof), shall be deemed a "Restricted

                                       19
<PAGE>

Security" and shall be subject to the restrictions on transfer provided in the
legends set forth on the face of the form of Security in Exhibit A; provided,
however, that the term "Restricted Security" shall not include any Securities as
to which restrictions have been terminated in accordance with the terms of this
Indenture, including, without limitation, Section 2.13(b). All Securities shall
bear the applicable legends set forth on the face of the form of Security in
Exhibit A. Except as provided in Section 2.13, the Trustee shall not issue any
unlegended Security until it has received an Officers' Certificate from the
Issuer directing it to do so.

                  SECTION 2.16. Tax Treatment of Securities.

The Issuer agrees, and by acceptance of a beneficial interest in the Securities,
each beneficial holder of the Securities will be deemed to have agreed, for
United States federal income tax purposes (1) to treat the Securities as
indebtedness that is subject to Treas. Reg. Sec. 1.1275-4 (the "Contingent Debt
Regulations") and, for purposes of the Contingent Debt Regulations, to treat,
without limitation, the amount of cash and the fair market value of any Shares
beneficially received by a beneficial holder upon any conversion of the
Securities as a contingent payment and (2) to be bound by the Issuer's
determination of the "comparable yield" and "projected payment schedule," within
the meaning of the Contingent Debt Regulations, with respect to the Securities.
For purposes of the foregoing, the Issuer's determination of the "comparable
yield" is 8.25% per annum, compounded semi-annually, and the Issuer's
determination of the "projected payment schedule" is as set forth in Exhibit G
attached hereto. A Holder of Securities may also obtain the comparable yield and
projected payment schedule by submitting a written request to the Issuer at the
following address: Starwood Hotels & Resorts Worldwide, Inc., 1111 Westchester
Avenue, White Plains, New York, 10604, Attention: General Counsel.

                  SECTION 2.17. Payment of Interest; Interest Rights Preserved.
(a) Interest (including Contingent Interest, if any) on any Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security is registered at
the close of business on the Regular Record Date for such interest at the office
or agency of the Issuer 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 Holder located inside the United States, provided that
with respect to any Holder, such Holder shall have furnished to the Paying Agent
all required wire payment instructions no later than the related Regular Record
Date, or if no such instructions have been furnished, by check payable to such
Holder. In the case of a Global Security, interest payable on any Interest
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.

                  (a) Any interest (including Contingent Interest, if any) 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 the paragraph of the
Securities captioned "Interest"), 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 Issuer,
at its election in each case, as provided in clause (1) or (2) below:

                                       20
<PAGE>

                  (1) The Issuer may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities are registered at
         the close of business on a date (the "Special Record Date") for the
         payment of such Defaulted Interest, which shall be fixed in the
         following manner. The Issuer shall notify the Trustee in writing of the
         amount of Defaulted Interest proposed to be paid on the Securities 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
         Issuer 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 for the payment
         of such Defaulted Interest which shall be not more than 15 days and not
         less than 10 days prior to the date of the proposed payment and not
         less than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Issuer of such
         Special Record Date and, in the name and at the expense of the Issuer,
         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 this Indenture not
         less than 10 days prior to such Special Record Date. Notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor having been mailed as aforesaid, such Defaulted Interest shall
         be paid to the Persons in whose names such Securities are registered at
         the close of business on such Special Record Date and shall no longer
         be payable pursuant to the following clause (2).

                  (2) The Issuer 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 the Securities may be
         listed, and upon such notice as may be required by such exchange, if,
         after notice given by the Issuer to the Trustee of the proposed payment
         pursuant to this clause, such manner of payment shall be deemed
         practicable by the Trustee.

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

                                    ARTICLE 3

                                   REDEMPTION

                  SECTION 3.01. Notices to Trustee. Subject to Section 3.15,
prior to May 23, 2006, Securities shall not be redeemable. Beginning on May 23,
2006, the Issuer, at its option, may elect to redeem Securities in accordance
with the provisions thereof and of this Indenture. If the Issuer elects to
redeem Securities, it shall notify the Trustee in writing of the date of
redemption (the "Redemption Date"), the Principal Amount of Securities to be
redeemed and the Redemption Price.

                                       21
<PAGE>

                  The Issuer shall give each notice to the Trustee provided for
in this Section at least 30 days but not more than 60 days before the Redemption
Date unless the Trustee consents to a shorter period. Such notice shall be
accompanied by an Officers' Certificate from the Issuer to the effect that such
redemption will comply with the conditions herein. If fewer than all the
Securities are to be redeemed, the record date relating to such redemption shall
be selected by the Issuer and given to the Trustee, which record date shall be
not fewer than 15 days after the date of notice to the Trustee. Any such notice
may be canceled at any time prior to notice of such redemption being mailed to
any Holder and shall thereby be void and of no effect.

                  SECTION 3.02. Selection of Securities To Be Redeemed. If fewer
than all the Securities held in definitive form are to be redeemed, the Trustee
shall select the Securities to be redeemed on a pro rata basis in accordance
with the Principal Amounts. 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. Securities and portions thereof
that the Trustee selects shall be in Principal Amounts of $1,000 or integral
multiples of $1,000. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for
redemption. The Trustee shall promptly notify the Issuer of the Securities or
portions thereof 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 shall
be treated by the Trustee as outstanding for the purpose of such selection.

                  SECTION 3.03. Notice of Redemption. At least 30 days but not
more than 60 days before a Redemption Date of Securities, the Issuer shall mail
a notice of redemption by first-class mail to each Holder of Securities to be
redeemed at such Holder's registered address.

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

                  (1)      the Redemption Date;

                  (2)      the Redemption Price and the Conversion Rate;

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

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

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

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

                                       22
<PAGE>

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

                  (8)      that, unless the Issuer defaults in making payment of
         such Redemption Price or the Paying Agent is prohibited from making
         such payment pursuant to the terms of this Indenture, interest
         (including Contingent Interest and Defaulted Interest), if any, will
         cease to accrue on and after the Redemption Date;

                  (9)      the CUSIP number, if any, printed on the Securities
         being redeemed;

                  (10)     that no representation is made as to the correctness
         or accuracy of the CUSIP number, if any, listed in such notice or
         printed on the Securities; and

                  (11)     the election of the Issuer (which, subject to the
         provisions of Article 11 hereof, shall be irrevocable) to deliver
         Shares or to pay cash in lieu of delivery of such Shares with respect
         to any Securities that may be converted after the mailing of such
         notice and prior to the Redemption Date.

                  At the Issuer's request, the Trustee shall give the notice of
redemption in the Issuer's name and at the Issuer's expense. In such event, the
Issuer shall provide the Trustee with the information required by this Section.

                  SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed to the Holders, 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. Failure to give notice or any
defect in the notice to any Holder shall not affect the validity of the notice
to any other Holder.

                  SECTION 3.05. Deposit of Redemption Price. Prior to 11:00 a.m.
(New York City time) on the Redemption Date, the Issuer shall deposit with the
Paying Agent (or, if the Issuer or a Subsidiary of the Issuer 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 that have been delivered by the
Issuer to the Trustee for cancellation or have been converted. The Paying Agent
shall as promptly as practicable return to the Issuer any money, not required
for that purpose because of conversion of Securities pursuant to Article 11. If
such money is then held by the Issuer in trust and is not required for such
purpose it shall be discharged from such trust. The Issuer at any time may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed by the Paying Agent. Upon complying with this Section,
the Paying Agent shall have no further liability for the money delivered to the
Trustee.

                  SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Issuer shall execute and the Trustee
shall authenticate for the Holder (at the Issuer's expense) a new Security equal
in Principal Amount to the unredeemed portion of the Security surrendered.

                                       23
<PAGE>

                  SECTION 3.07. Intentionally Omitted.

                  SECTION 3.08. Purchase of Securities at Option of the Holder.

                  (a) General. The Securities shall be purchased by the Issuer
pursuant to the terms thereof as of May 16, 2006, May 16, 2008, May 16, 2013 and
May 16, 2018 (each, a "Purchase Date"), at the purchase price of 100% of
Principal Amount plus accrued but unpaid interest (including Contingent
Interest, if any), to, but not including the Purchase Date (the "Purchase
Price"), 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"), substantially in the form of
         Exhibit D hereto, 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 third Business Day prior to the Purchase Date
         stating:

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

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

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

                           (D)      in the event the Issuer elects, pursuant to
                  Section 3.08(b), to pay the Purchase Price to be paid as of
                  such Purchase Date, in whole or in part, in Shares, 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 in Shares is not satisfied prior
                  to the close of business on such Purchase Date, as set forth
                  in Section 3.08(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 for
         cancellation 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 3.08 only if the Security so delivered to
         the Paying Agent shall conform in all respects to the description
         thereof in the related Purchase Notice.

                  If a Holder, in such Holder's Purchase Notice, fails to
indicate such Holder's choice with respect to the election set forth in clause
(D) of Section 3.08(a)(1), such Holder shall

                                       24
<PAGE>

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).

                  The Issuer shall purchase from the Holder thereof, pursuant to
this Section 3.08, a portion of a Security if the Principal Amount of such
portion is $1,000 or an integral multiple of $1,000 if so requested by the
Holder. Provisions of this Indenture that apply to the purchase of all of a
Security also apply to the purchase of such portion of such Security.

                  Any purchase by the Issuer contemplated pursuant to the
provisions of this Section 3.08 shall be consummated by the delivery of the
consideration to be received by the Holder promptly 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 the Purchase Notice contemplated by this Section
3.08(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 3.10.

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

                  (b) Issuer's Right to Elect Manner of Payment of Purchase
Price. The Securities to be purchased pursuant to Section 3.08(a) may be paid
for, at the election of the Issuer, in cash or in Shares valued at the Market
Price, or in any combination of cash and Shares, subject to the conditions set
forth in Sections 3.08(c) and (d). The Issuer shall designate, in the Issuer's
Notice delivered pursuant to Section 3.08(e), whether the Issuer will purchase
the Securities for cash or Shares, or, if a combination thereof, the percentages
of the Purchase Price of Securities in respect of which it will pay in cash or
Shares; provided that the Issuer shall pay cash for fractional Shares. For
purposes of determining the existence of potential fractional Shares, all
Securities subject to purchase by the Issuer held by a Holder shall be
considered together (no matter how many separate certificates are to be
presented). Each Holder whose Securities are purchased pursuant to this Section
3.08 shall receive the same percentage of cash or Shares in payment of the
Purchase Price for such Securities, except (i) as provided in Section 3.08(d)
with regard to the payment of cash in lieu of fractional Shares and (ii) in the
event that the Issuer is unable to purchase the Securities of a Holder or
Holders for Shares because any necessary qualifications or registrations of the
Shares under applicable state or foreign securities laws cannot be obtained, the
Issuer may purchase the Securities of such Holder or Holders for cash. The
Issuer may not change its election with respect to the consideration (or
components or percentages of components thereof) to be paid once the Issuer has
given the Issuer's Notice to Securityholders except pursuant to this Section
3.08(b) or pursuant to Section 3.08(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 Shares.

                  If the Issuer elects to pay all or part of the Purchase Price
in Shares, the portion of interest attributable to the period from the later of
the Issue Date and the date on which interest was last paid through the Purchase
Date and with respect to the surrendered Security and (except

                                       25
<PAGE>

as provided in the Security) accrued Contingent Interest and Defaulted Interest,
if any, with respect to the surrendered 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 Shares (together with cash payment,
if any, in lieu of fractional Shares) and cash, if any, in exchange for the
Security being purchased pursuant to the terms hereof; and such cash and the
fair market value of such Shares (together with any such cash payment in lieu of
fractional Shares) shall be treated as delivered pro rata, to the extent
thereof, first in exchange for interest accrued through the Purchase Date and
accrued Contingent Interest and Defaulted Interest, if any, and the balance, if
any, of such cash and the fair market value of such Shares (and any such cash
payment) shall be treated as delivered in exchange for the Issue Price of the
Security being purchased pursuant to the provisions hereof.

                  (c) Purchase with Cash. On each Purchase Date, at the option
of the Issuer, the Purchase Price of Securities in respect of which a Purchase
Notice pursuant to Section 3.08(a) has been given, or a specified percentage
thereof, may be paid by the Issuer with cash equal to the aggregate Purchase
Price of such Securities.

                  (d) Payment by Issuance of Shares. On each Purchase Date, at
the option of the Issuer, the Purchase Price of Securities in respect of which a
Purchase Notice pursuant to Section 3.08(a) has been given, or a specified
percentage thereof, may be paid by the Issuer by the issuance of a number of
Shares equal to the quotient obtained by dividing (i) the amount of cash to
which the Securityholders would have been entitled had the Issuer 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, subject to the next
succeeding paragraph.

                  The Issuer may not issue a fractional Share in payment of the
Purchase Price. Instead the Issuer shall pay cash for the current market value
of the fractional Share. The current market value of a fraction of a Share shall
be determined, to the nearest 1/1,000th of a Share, by multiplying the Market
Price by such fraction and rounding the product to the nearest whole cent. It is
understood that if a Holder elects to have more than one Security purchased, the
number of Shares shall be based on the aggregate amount of Securities to be
purchased.

                  The Issuer's right to exercise its election to purchase the
Securities pursuant to Section 3.08 through the issuance of Shares shall be
conditioned upon:

                  (i)      the Issuer's not having given its Issuer's Notice of
         an election to pay entirely in cash and its giving of a timely Issuer's
         Notice of election to purchase all or a specified percentage of the
         Securities with Shares as provided herein;

                  (ii)     the listing of the Shares to be issued in respect of
         the payment of the Purchase Price on the principal United States
         National Securities Exchange on which the Shares are then listed or
         quoted;

                  (iii)    the registration of the Shares to be issued in
         respect of the payment of the Purchase Price under the Securities Act
         and the Exchange Act, if required; and

                  (iv)     any necessary qualification or registration under
         applicable state securities laws or the availability of an exemption
         from such qualification and registration.

                                       26
<PAGE>

                  The Issuer may pay the Purchase Price (or any portion thereof)
in Shares only if the information necessary to calculate the Market Price is
published in a daily newspaper of national circulation. 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 Issuer has elected to purchase
the Securities pursuant to this Section 3.08 through the issuance of Shares, the
Issuer shall pay the entire Purchase Price of the Securities of such Holder or
Holders in cash.

                  The "Market Price" means the average of the Sale Prices of the
Shares for the five day trading period ending on the third trading day prior to
the applicable Purchase Date, Change in Control Purchase Date or Conversion
Date, as the case may be, appropriately adjusted to take into account the
occurrence, during the period commencing on the first of such trading days
during such five trading day period and ending on such Purchase Date, Change in
Control Purchase Date or Conversion Date, as the case may be, of any event
described in Section 11.06, 11.07 or 11.08; subject, however, to the conditions
set forth in Sections 11.09 and 11.10.

                  The "Sale Price" of the Shares on any date means the closing
per Share sale price (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 average ask prices) on such date as reported in the composite
transactions for the principal United States National Securities Exchange on
which the Shares are then traded or, if the Shares are not listed on a United
States National Securities Exchange or a United States regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation system or by the National Quotation Bureau Incorporated. In
the absence of such a quotation, the Board of Directors shall make a good faith
determination of the Sale Price.

                  (e) Notice. The Issuer's notice of whether it intends to pay
the Purchase Price with cash or Shares or any combination thereof shall be sent
to the Holders (and to beneficial owners as required by applicable law) in the
manner provided herein (the "Issuer's Notice"). The Issuer's Notice shall be
sent to Holders (and to beneficial owners as required by applicable law) not
less than 20 Business Days prior to such Purchase Date (the "Issuer's Notice
Date"). The Issuer's Notice shall state the manner of payment and shall contain
the following information:

                  In the event the Issuer has elected to pay the Purchase Price
(or a specified percentage thereof) with Shares, the Issuer's Notice shall:

                  (1) state that each Holder will receive Shares in respect of
         the 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) state that the total number of Shares to be issued to
         Holders will be equal to the quotient obtained by dividing (i) the
         amount of cash to which the Securityholders would have been entitled
         had the Issuer 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;

                  (3) set forth the method of calculating the Market Price of a
         Share; and

                                       27
<PAGE>

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

                  In any case, each Issuer's Notice shall include a form of
Purchase Notice to be completed by a Securityholder and shall state:

                  (i)      the Purchase Price and the Conversion Rate applicable
         on the Issuer's Notice Date;

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

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

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

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

                  (vi)     the procedures the Holder must follow to exercise
         rights under Section 3.08 and a brief description of those rights;

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

                  (viii)   the procedures for withdrawing a Purchase Notice
         (including, without limitation, for a conditional withdrawal pursuant
         to the terms of Section 3.08(a)(1)(D) or Section 3.10);

                  (ix)     that, unless the Issuer defaults in making payment of
         such Purchase Price, interest (including Contingent Interest or
         Defaulted Interest), if any, on Securities covered by any Purchase
         Notice, will cease to accrue on and after the Purchase Date; and

                  (x)      the CUSIP number of the Securities, if applicable.

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

                  (f) Covenants of the Issuer and the Trust. All Shares
delivered upon purchase of the Securities shall be newly issued Shares, shall be
duly authorized, validly issued, fully paid and nonassessable, and shall be free
from preemptive rights and free of any lien or adverse claim.

                  The Issuer and the Trust (except in the event of a Share
Separation Event) shall use their best efforts to list or cause to have quoted
any Shares to be issued to purchase Securities

                                       28
<PAGE>

on each United States National Securities Exchange or automated over-the-counter
trading market in the United States on which the Shares are then listed or
quoted.

                  (g) Procedure upon Purchase. The Issuer shall deposit cash (in
respect of a cash purchase under Section 3.08(c) or for fractional interests, as
applicable) or Shares, or a combination thereof, as applicable, at the time and
in the manner as provided in Section 3.11, sufficient to pay the aggregate
Purchase Price of all Securities to be purchased pursuant to this Section 3.08.
As soon as practicable after the Purchase Date, the Issuer shall deliver to each
Holder entitled to receive Shares through its stock transfer agent, a
certificate for the number of Shares issuable in payment of the Purchase Price.
The Person in whose name the certificate for Shares is registered shall be
treated as a holder of record of Shares on the Business Day following the
Purchase Date. Subject to Section 3.08(d), no payment or adjustment will be made
for dividends on any Shares delivered in payment of the Purchase Price the
record date for which occurred on or prior to the Purchase Date.

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

                  SECTION 3.09. Repurchase of Securities at Option of the Holder
upon Change in Control.

                  (a) General. If on or prior to May 16, 2006 there shall have
occurred a Change in Control, Securities shall be purchased by the Issuer, at a
purchase price of 100% of Principal Amount plus accrued but unpaid interest
(including Contingent Interest, if any), to, but not including the purchase date
(the "Change in Control Purchase Price"), as of a date that is not later than 35
Business Days after the occurrence of the Change in Control (the "Change in
Control 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 "Change in Control Purchase Notice"),
         substantially in the form of Exhibit E hereto, at any time until the
         close of business on the third Business Day prior to the Change in
         Control Purchase Date stating:

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

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

                                       29
<PAGE>

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

                  (2) delivery of such Security to the Paying Agent for
         cancellation prior to, on or after the Change in Control 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
         Change in Control Purchase Price therefor; provided, however, that such
         Change in Control 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
         Change in Control Purchase Notice.

                  The Issuer 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 if so requested by the
Holder. Provisions of this Indenture that apply to the purchase of all of a
Security also apply to the purchase of such portion of such Security.

                  Any purchase by the Issuer 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 promptly following the later of the
Change in Control Purchase Date and the time of delivery of the Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Purchase Notice
contemplated by this Section 3.09(a) 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 in accordance with Section 3.10.

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

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

                  (i)      any Person, including its Affiliates and associates,
         other than the Issuer, its Subsidiaries or its or their employee
         benefit plans, or an Excluded Person, files a Schedule TO (or any
         schedule, form or report under the Exchange Act) disclosing that such
         Person has become the direct or indirect beneficial owner of 50% or
         more of the voting power of the Shares or other Capital Stock into
         which the Shares are reclassified or changed; or

                  (ii)     there shall be consummated any Share exchange,
         consolidation or merger of the Issuer pursuant to which the Shares will
         be converted into cash, securities or other property, in each case
         other than a Share exchange, consolidation or merger of the Issuer in
         which the holders of the Shares immediately prior to the Share
         exchange, consolidation or merger of the Issuer have, directly or
         indirectly, at least a majority of the total voting power in the
         aggregate of all classes of Capital Stock of the continuing or
         surviving corporation immediately after the Share exchange,
         consolidation or merger.

                                       30
<PAGE>

         An "Excluded Person" is Barry S. Sternlicht or any of his Affiliates in
which he beneficially owns more voting securities than any other Person.

                  (b) Purchase with Cash. On each Change in Control Purchase
Date, the Change in Control Purchase Price of Securities in respect of which a
Change in Control Purchase Notice pursuant to Section 3.09(a) has been given
shall be paid by the Issuer with cash equal to the aggregate Change in Control
Purchase Price of such Securities.

                  (c) Notice of Change in Control. Within 15 Business Days after
the occurrence of a Change in Control, the Issuer shall mail notice of the
Change in Control (the "Change in Control Notice") by first-class mail to the
Trustee and to each Holder (and to beneficial owners as required by applicable
law). The Change in Control Notice shall be sent to Holders (and to beneficial
owners as required by applicable law) not less than 35 Business Days prior to
such Change in Control Purchase Date (the "Change in Control Notice Date"). The
notice shall include a form of Change in Control Purchase Notice to be completed
by the Securityholder and shall state:

                  (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 3.09 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;

                  (6) the Conversion Rate applicable on the Change in Control
         Notice Date and any adjustments to the Conversion Rate;

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

                  (8) briefly, the procedures the Holder must follow to exercise
         rights under this Section 3.09.

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

                  (d) Procedure upon Purchase. The Issuer shall deposit cash at
the time and in the manner as provided in Section 3.11, sufficient to pay the
aggregate Change in Control Purchase Price of all Securities to be purchased
pursuant to this Section 3.09.

                                       31
<PAGE>

                  SECTION 3.10. 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 specified in Section 3.08(a) or Section
3.09(a) or 3.15(b), 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, with respect to such Security. Such Purchase Price or
Change in Control Purchase Price shall be paid to such Holder, subject to
receipts of funds and/or securities by the Paying Agent, promptly following the
later of (x) the Purchase Date, the Change in Control Purchase Date or the Trust
Assumption Event Purchase Date, as the case may be, with respect to such
Security (provided the conditions in Section 3.08(a) or Section 3.09(a) or
3.15(b), 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 3.08(a) or Section 3.09(a) or Section 3.15(e), 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 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 certificate number of the Security in respect of which
         such notice of withdrawal is being submitted,

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

                  (3) the Principal Amount, if any, of such Security which
         remains 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 or repurchase by the Issuer.

                  A written notice of withdrawal of a Purchase Notice or Change
in Control 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 3.08(a)(1)(D) or (ii) a
conditional withdrawal containing the information set forth in Section
3.08(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 3.08 or 3.09 (other than through the issuance of Shares in payment of
the Purchase Price), including cash in lieu of fractional shares 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

                                       32
<PAGE>

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) and the Paying Agent
shall 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 3.11. Deposit of Purchase Price or Change in Control
Purchase Price. Prior to 11:00 a.m. (local time in The City of New York) on the
Business Day following the Purchase Date or the Change in Control Purchase Date,
as the case may be, the Issuer shall deposit with the Trustee or with the Paying
Agent (or, if the Issuer or a Subsidiary of the Issuer is the Paying Agent,
shall segregate and hold in trust) an amount of money (in immediately available
funds if deposited on such Business Day) sufficient to pay the cash portion of
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, and
shall instruct its stock transfer agent to deliver the number of Shares issuable
in payment of the remaining portion of the aggregate Purchase Price. The Issuer
shall promptly notify the Trustee in writing of the amount of any deposits of
cash or deliveries of Shares made pursuant to this Section.

                  SECTION 3.12. Securities Purchased or Repurchased in Part. Any
Security which is to be purchased or repurchased only in part shall be
surrendered at the office of the Paying Agent (with, if the Issuer or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Issuer and the Trustee duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing) and the Issuer
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 3.13. Covenant to Comply With Securities Laws Upon
Purchase or Repurchase of Securities. In connection with any offer to purchase
or repurchase or purchase or repurchase of Securities under Section 3.08 or 3.09
hereof (provided that such offer or purchase or repurchase constitutes an
"issuer tender offer" for purposes of Rule 13e-4 (which term, as used herein,
includes any successor provision thereto) under the Exchange Act at the time of
such offer or purchase), the Issuer shall (i) comply with Rule 13e-4 and Rule
14e-1 under the Exchange Act, (ii) file the related Schedule TO (or any
successor schedule, form or report) under the Exchange Act, and (iii) otherwise
comply with all Federal and state securities laws so as to permit the rights and
obligations under Sections 3.08 and 3.09 to be exercised in the time and in the
manner specified in Sections 3.08 and 3.09.

                  SECTION 3.14. Repayment to the Issuer. The Trustee and the
Paying Agent shall return to the Issuer any cash that remains unclaimed,
together with interest or dividends, if any, thereon, held by them for the
payment of the Purchase Price or Change in Control Purchase

                                       33
<PAGE>

Price, as the case may be; provided, however, that to the extent that the
aggregate amount of cash deposited by the Issuer pursuant to Section 3.11
exceeds the cash portion of the aggregate Purchase Price or Change in Control
Purchase Price, as the case may be, of the Securities or portions thereof which
the Issuer is obligated to purchase as of the Purchase Date or Change in Control
Purchase Date, as the case may be, then on 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 to the Issuer.

                  SECTION 3.15. Redemption or Repurchase Upon Trust Assumption
Event.

                  (a) By the Issuer or the Trust. If there shall have occurred a
Trust Assumption Event, the Issuer or the Trust, at either the Issuer's or the
Trust's option, may elect to redeem Securities in accordance with the provisions
thereof and of this Indenture. If either the Issuer or the Trust elect to redeem
Securities, it shall notify the Trustee in writing of the date of redemption
(the "Trust Assumption Event Redemption Date"), which date shall be a date not
later than 60 days after the effective date of the Trust Assumption Event, the
Principal Amount of Securities to be redeemed and the Trust Assumption Event
Redemption Price.

         The Issuer or the Trust shall give notice to the Trustee provided for
in this Section at least 30 days but not more than 60 days before the Trust
Assumption Event Redemption Date unless the Trustee consents to a shorter
period. Such notice shall be accompanied by an Officers' Certificate from the
Issuer or the Trust to the effect that such redemption will comply with the
conditions herein. If fewer than all the Securities are to be redeemed, the
record date relating to such redemption shall be selected by the Issuer or the
Trust and given to the Trustee, which record date shall be not fewer than 15
days after the date of notice to the Trustee. Any such notice may be canceled at
any time prior to notice of such redemption being mailed to any Holder and shall
thereby be void and of no effect.

         If fewer than all the Securities held in definitive form are to be
redeemed, the Trustee shall select the Securities to be redeemed on a pro rata
basis in accordance with the Principal Amounts. The Trustee shall make the
selection at least 30 days but no more than 60 days before the Trust Assumption
Event Redemption Date from outstanding Securities not previously called for
redemption. Securities and portions thereof that the Trustee selects shall be in
Principal Amounts of $1,000 or integral multiples of $1,000. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption. The Trustee shall promptly notify the
Issuer or the Trust of the Securities or portions thereof 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 shall be treated
by the Trustee as outstanding for the purpose of such selection.

         At least 30 days but not more than 60 days before a Trust Assumption
Event Redemption Date, the Issuer or the Trust shall mail a notice of redemption
by first-class mail to each Holder of Securities to be redeemed at such Holder's
registered address.

                                       34
<PAGE>

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

                  (1)      the Trust Assumption Event Redemption Date;

                  (2)      the Trust Assumption Event Redemption Price;

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

                  (4)      that Securities called for redemption must be
         surrendered to the Paying Agent to collect the Trust Assumption Event
         Redemption Price;

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

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

                  (7)      that, unless the Issuer or Trust defaults in making
         payment of such Trust Assumption Event Redemption Price or the Paying
         Agent is prohibited from making such payment pursuant to the terms of
         this Indenture, interest (including Contingent Interest and Defaulted
         Interest), if any, on Securities (or portions thereof) called for
         redemption will cease to accrue on and after the Trust Assumption Event
         Redemption Date;

                  (8)      the CUSIP number, if any, printed on the Securities
         being redeemed; and

                  (9)      that no representation is made as to the correctness
         or accuracy of the CUSIP number, if any, listed in such notice or
         printed on the Securities.

         At the Issuer's or the Trust's request, the Trustee shall give the
notice of redemption in the Issuer's or the Trust's name and at the Issuer's or
Trust's expense. In such event, the Issuer or the Trust shall provide the
Trustee with the information required by this Section.

         Once notice of redemption is mailed, Securities called for redemption
become due and payable on the Trust Assumption Event Redemption Date and at the
Trust Assumption Event 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 Trust
Assumption Event Redemption Price stated in the notice. Failure to give notice
or any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder.

                  (b) By the Holder. If there shall have occurred a Trust
Assumption Event, Securities shall be purchased by the Trust at a purchase price
of 100% of Principal Amount plus accrued but unpaid interest (including
Contingent Interest, if any), to, but not including the purchase date (the
"Trust Assumption Event Purchase Price"), as of a date that is not later than 60
days after the date of the Trust Assumption Event (the "Trust Assumption Event
Purchase Date"), at the option of Holder upon:

                                       35
<PAGE>

                  (1) delivery to the Trustee by Holder of a Purchase Notice,
         substantially in the form of Exhibit D hereto, at any time until the
         close of business on the third Business Day prior to the Trust
         Assumption Event Purchase Date stating:

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

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

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

                  (2) delivery of such Security to the Paying Agent for
         cancellation prior to, on or after the Trust Assumption Event 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 Trust Assumption Event Purchase Price therefor; provided,
         however, that such Trust Assumption Event Purchase Price shall be so
         paid pursuant to this Section 3.15(b) only if the Security so delivered
         to the Paying Agent shall conform in all respects to the description
         thereof in the related Purchase Notice.

                  The Trust shall purchase from the Holder thereof, pursuant to
this Section 3.15(b), a portion of a Security if the Principal Amount of such
portion is $1,000 or an integral multiple of $1,000 if so requested by the
Holder. Provisions of this Indenture that apply to the purchase of all of a
Security also apply to the purchase of such portion of such Security.

                  Any purchase by the Trust contemplated pursuant to the
provisions of this Section 3.15(b) shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of the
Trust Assumption Event Purchase Date and the time of delivery of the Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
3.15(b) shall have the right to withdraw such Purchase Notice at any time prior
to the close of business on the Trust Assumption Event Purchase Date by delivery
of a written notice of withdrawal to the Paying Agent in accordance with Section
3.10.

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

                  (c) Purchase with Cash. On each Trust Assumption Event
Redemption Date and Trust Assumption Event Purchase Date, the Trust Assumption
Event Purchase Price of Securities in respect of which a notice of redemption
pursuant to Section 3.15(a) or a Purchase Notice pursuant to Section 3.15(b) has
been given, shall be paid by the Issuer or the Trust, as the case may be, with
cash equal to the aggregate Trust Assumption Event Purchase Price of such
Securities.

                                       36
<PAGE>

                  (d) Notice of Trust Assumption Event. Within 15 days after the
occurrence of a Trust Assumption Event, the Issuer or the Trust shall mail
notice of the Trust Assumption Event (the "Trust Assumption Event Notice") by
first-class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law). The Trust Assumption Event Notice shall be sent to
Holders (and to beneficial owners as required by applicable law) not less than
35 days prior to such Trust Assumption Event Redemption Date or Trust Assumption
Event Purchase Date (the "Trust Assumption Event Notice Date"). The notice shall
include a form of Purchase Notice to be completed by the Securityholder and
shall state:

                  (1) briefly, the events causing a Trust Assumption Event and
         the date of such Trust Assumption Event ;

                  (2) the date by which the Purchase Notice pursuant to this
         Section 3.15 must be given;

                  (3) the Trust Assumption Event Redemption Date or Trust
         Assumption Event Purchase Date;

                  (4) the Trust Assumption Event Purchase Price;

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

                  (6) the Conversion Rate applicable on the Trust Assumption
         Event Notice Date and any adjustments to the Conversion Rate;

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

                  (8) briefly, the procedures the Holder must follow to exercise
         rights under this Section 3.15(b).

                  At the Issuer's or the Trust's request, the Trustee shall give
such Trust Assumption Event Notice in the name of the Issuer or the Trust and at
the Issuer's or the Trust's expense; provided, however, that, in all cases, the
text of such Purchase Notice shall be prepared by the Issuer or the Trust.

                  (e) Procedure upon Purchase. The Issuer or the Trust shall
deposit cash at the time and in the manner as provided in Section 3.11,
sufficient to pay the aggregate Trust Assumption Event Purchase Price of all
Securities to be purchased pursuant to this Section 3.15.

                                    ARTICLE 4

                                    COVENANTS

                  SECTION 4.01. Payment of Securities. The Issuer shall promptly
make all payments in respect of the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Such payments shall be
considered made on the date due if on such date

                                       37
<PAGE>

the Trustee or the Paying Agent holds, in accordance with this Indenture, money
sufficient to make all payments with respect of the Securities then due and the
Trustee or the Paying Agent, as the case may be, is not prohibited from paying
such money to the Securityholders on that date pursuant to the terms of this
Indenture.

                  SECTION 4.02. Financial Information; SEC Reports. At any time
the Issuer is not subject to either Section 13 or 15(d) of the Exchange Act, the
Issuer shall at the request of any Holder (or holders of Shares issued upon
conversion of the Securities) provide to such Holder (or holders of such Shares)
and any prospective purchaser designated by such Holders (or holders of such
Shares), as the case may be, such information, if any, required by Rule
144A(d)(4) under the Securities Act. Further, the Issuer shall file with the
Trustee, within 15 days after it files the same with the SEC, copies of its
annual 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 Issuer is required to file with the SEC pursuant to Section
13 or 15(d) of the Exchange Act. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Issuer's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates). The Issuer
also shall comply with any other provisions of Trust Indenture Act Section
314(a).

                  SECTION 4.03. Corporate Existence. The Issuer shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, material rights (charter and statutory) and
material franchises (other than as contemplated by Section 5.01); provided,
however, that the Issuer shall not be required to preserve any such right or
franchise if the Board of Directors shall determine that the preservation of
such rights or franchises is no longer desirable in the conduct of the business
of the Issuer.

                  SECTION 4.04. Restrictions on Liens. So long as any of the
Securities are outstanding, the Issuer shall not pledge, mortgage or
hypothecate, or permit to exist, and shall not cause, suffer or permit any
Restricted Subsidiary to pledge, mortgage or hypothecate, or permit to exist,
except in favor of the Issuer or any Subsidiary, any mortgage, pledge or other
lien upon, any Principal Property at any time owned by it, to secure any
indebtedness, without making effective provisions whereby the Securities shall
be equally and ratably secured with any and all such indebtedness and with any
other indebtedness thereby; provided, however, that this restriction shall not
apply to or prevent the creation or existence of:

                  (a) mortgages or other liens on any such property acquired,
constructed or improved by the Issuer or a Restricted Subsidiary to secure or
provide for the payment of any part of the purchase price of such property or
the cost of such construction or improvement or any mortgage or other lien on
any such property existing at the time of acquisition thereof;

                  (b) any mortgage or other lien on any property of another
company existing at the time it is acquired by merger, consolidation or
acquisition of substantially all of its stock or its assets;

                                       38
<PAGE>

                  (c) pledges or deposits to secure payment of workers'
compensation or insurance premiums, or relating to tenders, bids, contracts
(except contracts for the payment of money) or leases;

                  (d) pledges or liens in connection with tax assessments or
other governmental charges, or as security required by law or governmental
regulation as a condition to the transaction of any business or the exercise of
any privilege or right;

                  (e) pledges or liens to secure a stay of process in
proceedings to enforce a contested liability, or required in connection with the
institution of legal proceedings or in connection with any other order or decree
in any such proceeding or in connection with any contest of any tax or other
governmental charge, or deposits with a governmental agency entitling the Issuer
or a Restricted Subsidiary to maintain self-insurance or to participate in other
specified insurance arrangements;

                  (f) mechanics', carriers', workmen's and other like liens;

                  (g) encumbrances in favor of the U.S. Government to secure
progress or advance payments;

                  (h) mortgages, pledges or other liens securing any
indebtedness incurred to finance the cost of property leased to the U.S.
Government at a rental rate sufficient to pay the principal of and interest on
such indebtedness;

                  (i) mortgages or other liens securing indebtedness of a
Restricted Subsidiary to the Issuer or to a Restricted Subsidiary;

                  (j) mortgages, pledges or other liens affecting property
securing indebtedness of a governmental authority issued to finance the cost of
a pollution control program with respect to operations of the Issuer or a
Restricted Subsidiary;

                  (k) renewals, extensions and replacements of any permitted
mortgage, lien, deposit or encumbrance, provided the amount secured is not
increased;

                  (l) mortgages or other liens on any such property existing on
the date hereof; and

                  (m) the creation of any other mortgage, pledge or other lien,
if, after giving effect to the creation thereof, the total of (i) the aggregate
principal amount of indebtedness of the Issuer and its Restricted Subsidiaries
secured by all mortgages, pledges or other liens created under the provisions
referred to in this clause (m), plus (ii) the aggregate amount of Capitalized
Lease-Back Obligations of the Issuer and its Restricted Subsidiaries under the
entire unexpired terms of all leases entered into in connection with sale and
lease-back transactions which would have been precluded by the provision for
limitations on such transactions described above, but for the satisfaction of
the condition referred to in clause (ii) of the description of such provision,
will not exceed an amount equal to 15% of Consolidated Net Tangible Assets.

         The lease of any property and rental obligations thereunder (whether or
not involving a Sale and Lease-Back Transaction and whether or not capitalized)
shall not be deemed to create a

                                       39
<PAGE>

lien. The sale or other transfer of (a) timber of other natural resources in
place for a period of time until, or in an amount such that, the purchaser will
realize therefrom a specified amount of money (however determined) or a
specified amount of such resources, or (b) any other interest in property of the
character commonly referred to as a "production payment", shall not be deemed to
create a lien.

                  SECTION 4.05. Sale and Leaseback Transaction.

The Issuer shall not, and shall not permit any Restricted Subsidiary to, after
the date hereof, enter into any arrangement with any Person providing for the
leasing by the Issuer or any Restricted Subsidiary of any Principal Property now
owned or hereafter acquired which has been or is to be sold or transferred by
the Issuer or such Restricted Subsidiary to such Person with the intention of
taking back a lease of such Principal Property (a "Sale and Leaseback
Transaction"), unless (i) the Issuer or such Restricted Subsidiary applies or
causes to be applied an amount equal to the greater of the fair value (as
determined by the Board of Directors) of such Principal Property and the net
proceeds of such sale or transfer, within 120 days of receipt thereof, to the
retirement or prepayment of the Securities or of Funded Debt of the Issuer or
any Restricted Subsidiary ranking equal in right of payment with the Securities
or to the acquisition, construction, development or improvement of properties,
facilities or equipment used for operating purposes which are, or upon such
acquisition, construction, development or improvement will be, a Principal
Property or a part thereof, or (ii) at the time of entering into such
transaction, such Principal Property could have been subjected to a
mortgage-securing indebtedness in a principal amount equal to the Capitalized
Lease-Back Obligation with respect to such Principal Property under Section
4.04(m) without securing the Securities pursuant to Section 4.04. The foregoing
restriction shall not apply to any Sale and Leaseback Transaction (i) between
the Issuer and any Restricted Subsidiary or among Restricted Subsidiaries, (ii)
which has a lease of less than three years in length, or (iii) entered into
within 120 days after the later of the acquisition of such Principal Property or
the completion of construction and commencement of full operation of such
Principal Property.

                  SECTION 4.06. [Intentionally Omitted].

                  SECTION 4.07. [Intentionally Omitted].

                  SECTION 4.08. Compliance Certificate. The Issuer shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Issuer
an Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Issuer they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Issuer is taking or proposes to take
with respect thereto. The Issuer also shall comply with Trust Indenture Act
Section 314(a)(4).

                                       40
<PAGE>

                  SECTION 4.09. Further Instruments and Acts. The Issuer shall
execute and deliver to the Trustee such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the
purpose of this Indenture.

                  SECTION 4.10. [Intentionally Omitted].

                  SECTION 4.11. [Intentionally Omitted].

                  SECTION 4.12. Designation of Subsidiaries.

         The Issuer may at any time designate a Restricted Subsidiary as an
Unrestricted Subsidiary and may at any time rescind the designation of an
Unrestricted Subsidiary, except that:

                  (a) the Issuer shall not designate a subsidiary as an
Unrestricted Subsidiary if, upon the effectiveness of such designation, such
subsidiary would own any Capital Stock of, or hold any Indebtedness of, any
Restricted Subsidiary and

                  (b) the Issuer shall not redesignate an Unrestricted
Subsidiary as a Restricted Subsidiary unless (i) such Unrestricted Subsidiary
has no outstanding liens on its properties that would be prohibited by Section
4.04 if created immediately after such Unrestricted Subsidiary was designated as
a Restricted Subsidiary and (ii) such Unrestricted Subsidiary is not a party to
any lease that would be prohibited by Section 4.05 if at the time such
Unrestricted Subsidiary entered into such lease it was designated as a
Restricted Subsidiary.

                                   ARTICLE 5

                               SUCCESSOR COMPANIES

                  SECTION 5.01. Merger and Consolidation. Except as otherwise
contemplated by Section 11.21, the Issuer shall not consolidate with or merge
with or into, or convey, transfer or lease its properties and assets as, or
substantially as, an entirety to, any Person, unless:

                  (i)      the resulting, surviving or transferee Person (the
         "Successor Company") shall expressly assume, by a supplemental
         indenture, executed and delivered to the Trustee, in form satisfactory
         to the Trustee, all the obligations of the Issuer under the Securities
         and this Indenture; and

                  (ii)     immediately after giving effect to such transaction,
         no Default shall have occurred and be continuing.

                  The Successor Company shall succeed to, and be substituted
for, and may exercise every right and power of, the Issuer under this Indenture.
The predecessor Issuer in the case of a transfer or lease of its properties and
assets as, or substantially as, an entirety shall be

                                       41
<PAGE>

discharged from its obligations under the Securities and this Indenture, other
than, in the event the predecessor Issuer is not the Successor Company, the
predecessor Issuer's obligation to deliver Shares (or other property) upon
conversion of the Securities in accordance with Article 11.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

                  SECTION 6.01. Events of Default. An "Event of Default" with
respect to any Security, occurs if:

                  (1) the Issuer defaults in any payment of the Principal
         Amount, Redemption Price, Purchase Price, Change in Control Purchase
         Price or Trust Assumption Event Purchase Price on the Securities when
         it becomes due and payable;

                  (2) the Issuer defaults in the payment of interest or
         Contingent Interest or liquidated damages on any Securities when such
         interest or Contingent Interest, if any, or liquidated damages becomes
         due and payable, and such default continues for a period of 30 days;

                  (3) the Issuer fails to comply with any of its covenants or
         agreements contained in the Securities or this Indenture (other than
         those referred to in (1) or (2) above) and such failure continues for
         60 days after the notice specified below;

                  (4) a default occurs under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness for money borrowed by the Issuer,
         whether such Indebtedness or guarantee now exists, or is created after
         the date of this Indenture, which default results in the acceleration
         of such Indebtedness prior to its express maturity and, in each case,
         the principal amount of such Indebtedness, together with the principal
         amount of any other such Indebtedness the maturity of which has been so
         accelerated, aggregates $100 million or more and such acceleration
         continues for 30 days after the notice specified below;

                  (5) the Issuer or the Guarantor, so long as the Guarantor
         constitutes a Significant Subsidiary of the Issuer pursuant to or
         within the meaning of any Bankruptcy Law:

                           (A) commences a voluntary case;

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

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

                           (D) makes a general assignment for the benefit of its
                  creditors or takes any comparable action under any foreign
                  laws relating to insolvency; or

                                       42
<PAGE>

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

                           (A) is for relief against the Issuer or the
                  Guarantor, so long as the Guarantor constitutes a Significant
                  Subsidiary of the Issuer or in an involuntary case;

                           (B) appoints a Custodian of the Issuer or the
                  Guarantor, so long as the Guarantor constitutes a Significant
                  Subsidiary of the Issuer or for any substantial part of its
                  property; or

                           (C) orders the winding up or liquidation of the
                  Issuer or the Guarantor, so long as the Guarantor constitutes
                  a Significant Subsidiary of the Issuer or any similar relief
                  is granted under any foreign laws and the order or decree
                  remains unstayed and in effect for 60 days.

                  The foregoing shall constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

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

                  A Default under clause (3) or (4) above is not an Event of
Default until the Trustee or the Holders of at least 25% in Principal Amount of
the outstanding Securities notify the Issuer of the Default and the Issuer does
not cure such Default within the time specified in clause (3) or (4), as the
case may be, after receipt of such notice. Such notice must specify the Default,
demand that it be remedied and state that such notice is a "Notice of Default."

                  SECTION 6.02. Acceleration. If an Event of Default (other than
an Event of Default specified in Section 6.01(5) or (6) with respect to the
Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in
Principal Amount of outstanding Securities, by notice to the Issuer, may declare
the Issue Price of and accrued but unpaid interest and accrued Contingent
Interest, if any, to the date of declaration on all Securities to be immediately
due and payable. Upon such a declaration, such Issue Price and accrued but
unpaid interest and accrued Contingent Interest, if any, shall be due and
payable immediately. If an Event of Default specified in Section 6.01(5) or (6)
occurs, the Issue Price of and accrued but unpaid interest and accrued
Contingent Interest, if any, to the occurrence of such event on all such series
of Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder. The
Holders of a majority in Principal Amount of Securities by notice to the Trustee
may rescind an acceleration of the Securities 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 with respect to the Securities
except nonpayment of the Issue Price or accrued but unpaid interest or accrued
Contingent Interest, if

                                       43
<PAGE>

any, that has become due solely because of acceleration. 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 of or accrued but unpaid interest or accrued
Contingent Interest, if any, on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

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

                  SECTION 6.04. Waiver of Past Defaults. The Holders of a
majority in Principal Amount of Securities by notice to the Trustee may waive an
existing Default of the Securities and its consequences except (i) a Default in
the payment of the Issue Price of, accrued but unpaid interest on or accrued
Contingent Interest, or liquidated damages with respect to the Securities, (ii)
a Default arising from the failure to purchase or repurchase any Securities when
required pursuant to the terms of this Indenture, or (iii) a Default in respect
of a provision that under Section 9.02 cannot be amended without the consent of
each Securityholder affected. 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.

                  SECTION 6.05. Control by Majority. The Holders of a majority
in Principal Amount of Securities 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,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of any other Holder or that would subject the Trustee to personal
liability, unless the Trustee is offered indemnity reasonably satisfactory to
it.

                  SECTION 6.06. Limitation on Suits. Except as provided in
Section 6.07, no Holder of Securities may pursue any remedy with respect to this
Indenture or the Securities unless:

                  (1) the Holder previously gave the Trustee written notice
         stating that an Event of Default is continuing;

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

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

                                       44
<PAGE>

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

                  (5) the Holders of a majority in Principal Amount of
         outstanding Securities 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 another Securityholder or to obtain a preference or priority over
another Securityholder.

                  SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
of Securities to receive payment of the Issue Price of, and liquidated damages
and accrued but unpaid interest and accrued Contingent Interest, if any, on, the
Securities held by such Holder, on or after their Maturity, or to bring suit for
the enforcement of any such payment on or after their Maturity or the right to
convert the Securities as provided herein, shall not be impaired or affected
without the consent of such Holder.

                  SECTION 6.08. Collection Suit by Trustee. If an Event of
Default specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Issuer for the whole amount then due and owing (together with
interest on any unpaid interest (including Contingent Interest to the extent
lawful) and the amounts provided for in Section 7.07.

                  SECTION 6.09. Trustee May File Proofs of Claim. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to any Issuer or any of its
Subsidiaries, their creditors or their property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.07.

                  SECTION 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in
the following order:

                  FIRST: to the Trustee for amounts due under Section 7.07;

                  SECOND: to Securityholders for amounts due and unpaid on the
Securities for the Issue Price and accrued interest and accrued Contingent
Interest, if any, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for the Issue Price and
accrued interest and accrued Contingent Interest, if any; and

                  THIRD: to the Issuer.

                                       45
<PAGE>

                  The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section. At least 15 days before
such record date, the Trustee shall mail to each Securityholder and the Issuer a
notice that states the record date, the payment date and 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 in the suit, of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by
Holders of more than 10% in Principal Amount of Securities.

                  SECTION 6.12. Waiver of Stay or Extension Laws. The Issuer (to
the extent it may lawfully do so) shall not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law, wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Issuer
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and shall not hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.

                                    ARTICLE 7

                                     TRUSTEE

                  SECTION 7.01. Duties of Trustee. (a) If an Event of Default
with respect to the Securities has occurred and is continuing, the Trustee shall
exercise the rights and powers vested in it by this Indenture and use the same
degree of care and skill in its exercise thereof as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

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

                  (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 opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein).

                                       46
<PAGE>

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

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

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

                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05.

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

                  (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Issuer.

                  (f) Money held in trust by the Trustee need not be segregated
from funds except to the extent required by law.

                  (g) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers.

                  (h) 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 and to the provisions of the Trust
Indenture Act.

                  SECTION 7.02. Rights of Trustee. (a) The Trustee may
conclusively rely on any document believed by it to be genuine and to have been
signed or presented by the proper person. The Trustee need not investigate any
fact or matter stated in the document.

                  (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
the 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; provided, however, that the Trustee's conduct does not
constitute willful misconduct or gross negligence.

                  (e) The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or

                                       47
<PAGE>

suffered by it hereunder in good faith and in accordance with the advice or
opinion of such counsel.

                  (f) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other paper or document.

                  (g) The Trustee shall not be deemed to have notice of any
Default or Event of Default with respect to any series of Securities, except
Events of Default under Section 6.01(1) or (2), unless a Trust Officer of the
Trustee has actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by the Trustee at the Corporate Trust
Office of the Trustee, and such notice references the Securities and this
Indenture.

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

                  SECTION 7.03. Individual Rights of Trustee. The Trustee in its
commercial banking or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Issuer or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar or
co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

                  SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Issuer's
use of the proceeds from the Securities, and it shall not be responsible for any
statement in this Indenture, in the Securities, or in any document executed in
connection with the sale of the Securities, other than those set forth in the
Trustee's certificate of authentication.

                  SECTION 7.05. Notice of Defaults. If a Default with respect to
the Securities occurs and is continuing and if it is actually known to a Trust
Officer of the Trustee, the Trustee shall mail to each Securityholder of such
series of Securities notice of the Default within 90 days after it occurs.
Except in the case of a Default in payment of the Issue Price of or accrued
interest or any accrued Contingent Interest (including payments pursuant to the
mandatory purchase or repurchase provisions of the Securities), the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of
Securityholders.

                  SECTION 7.06. Reports by Trustee to Holder. As promptly as
practicable after each May 15 beginning with the May 15 following the Closing
Date, and in any event prior to July 15 in each year, the Trustee shall mail to
each Securityholder a brief report dated as of such May 15 that complies with
Section 313(a) of the Trust Indenture Act. The Trustee shall also comply with
Section 313(b) of the Trust Indenture Act.

                                       48
<PAGE>

                  A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange (if any) on
which the Securities are listed. The Issuer agrees to notify promptly the
Trustee whenever any series of Securities becomes listed on any stock exchange
and of any delisting thereof.

                  SECTION 7.07. Compensation and Indemnity. The Issuer shall pay
to the Trustee from time to time such compensation for its services as the
Issuer and the Trustee shall from time to time agree in writing. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Issuer shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Trustee's agents, counsel, accountants and experts. The Issuer
shall indemnify the Trustee against any and all loss, liability or expense
(including reasonable attorneys' fees) incurred by or in connection with the
administration of this trust and the performance of its duties hereunder. The
Trustee shall notify the Issuer of any claim for which it may seek indemnity
promptly upon obtaining actual knowledge thereof, provided, however, that any
failure so to notify the Issuer shall not relieve the Issuer of its indemnity
obligations hereunder. The Issuer need not reimburse any expense or indemnify
against any loss, liability or expense incurred by an indemnified party through
such party's own willful misconduct, gross negligence or bad faith.

                  To secure the Issuer's payment obligations in this Section,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust to
make any payment on particular Securities.

                  The Issuer's payment obligations pursuant to this Section
shall survive the satisfaction or discharge of this Indenture, any rejection or
termination of this Indenture under any bankruptcy law or the resignation or
removal of the Trustee. When the Trustee incurs expenses after the occurrence of
a Default specified in Section 6.01(5) or (6), the expenses are intended to
constitute expenses of administration under the Bankruptcy Law.

                  SECTION 7.08. Replacement of Trustee. The Trustee may resign
at any time with respect to the Securities by so notifying the Issuer. The
Holders of a majority in Principal Amount of Securities may remove the Trustee
with respect to the Securities and may appoint a successor Trustee. The Issuer
shall remove the Trustee if:

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

                  (2) the Trustee is adjudged bankrupt or insolvent;

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

                  (4) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns, is removed by the Issuer or by the
Holders of a majority in Principal Amount of Securities and such Holders do not
reasonably promptly appoint a successor Trustee or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event

                                       49

<PAGE>

being referred to herein as the retiring Trustee), the Issuer shall promptly
appoint a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. 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 or the
Holders of 10% in Principal Amount of Securities that removed such Trustee 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.

                  Notwithstanding the replacement of the Trustee pursuant to
this Section 7.08, the Issuer's obligations under Section 7.07 shall continue
for the benefit of the retiring 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 corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee. As promptly as practicable
thereafter, the Trustee shall notify the Issuer of such succession.

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and if at that time any of the Securities shall not have been
authenticated, any such successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

                  SECTION 7.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of Trust Indenture Act Section 310(a). 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. The Trustee
shall comply with Trust Indenture Act Section 310(b); provided, however, that
there shall be excluded from the operation of Trust Indenture Act Section
310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Issuer are
outstanding if the requirements for such exclusion set forth in Trust Indenture
Act Section 310(b)(1) are met.

                                       50
<PAGE>

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

                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

                  SECTION 8.01. Discharge of Liability on Securities. This
Indenture shall cease to be of further effect, and the Trustee, on demand of and
at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (a) either

                  (1) all Securities theretofore authenticated and delivered
         (other than (A) Securities which have been destroyed, lost or stolen
         and which have been replaced or paid as provided in Section 2.08 and
         (B) Securities for whose payment money has theretofore been deposited
         with the Trustee in trust or segregated and held in trust by the Issuer
         and thereafter repaid to the Issuer have been delivered to the Trustee
         for cancellation; or

                  (2) all such Securities not theretofore delivered to the
         Trustee for cancellation have become due and payable, whether at Stated
         Maturity or upon any Redemption Date, Change in Control Purchase Date,
         Purchase Date or Conversion Date, and the Issuer has deposited or
         caused to be deposited with the Trustee, the Paying Agent or the
         Conversion Agent, as applicable, as trust funds in trust for the
         purpose an amount of money or securities sufficient to pay and
         discharge the entire Indebtedness evidenced by such Securities not
         theretofore delivered to the Trustee for cancellation; and

                  (b) the Issuer has paid or caused to be paid all other sums
payable hereunder by the Issuer.

                  Notwithstanding clauses (a) and (b) above, the Issuer's
obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and, if
money or securities shall have been deposited with the Trustee pursuant to
subclause (2) of clause (a) of this Section 8.01, shall survive until the
Securities have been paid in full. Thereafter, the Issuer's obligations in
Section 7.07 shall survive. Notwithstanding clauses (a) and (b) above, the
Issuer's and each Holder's obligations under Section 2.16 shall survive the
satisfaction and discharge of the Indenture.

                  SECTION 8.02. Application of Trust Money. The Trustee shall
hold in trust all money deposited with it pursuant to Section 8.01. It shall
apply the deposited money through the Paying Agent and in accordance with this
Indenture to the payment to the Persons entitled thereto.

                                       51
<PAGE>

                  SECTION 8.03. Repayment to Issuer. Subject to any applicable
abandoned property law, the Trustee and the Paying Agent shall pay to the Issuer
upon written request any money or securities held by them that remains unclaimed
for two years, and, thereafter, Securityholders entitled to the money or
securities must look to the Issuer for payment as general creditors.

                                   ARTICLE 9

                                   AMENDMENTS

                  SECTION 9.01. Without Consent of Holders. The Issuer and the
Trustee may amend this Indenture with respect to any series of Securities
without notice to or consent of any Securityholder of such series of Securities:

                  (1) to add to the covenants of the Issuer for the benefit of
         the Holders of Securities or to surrender any right or power herein
         conferred upon the Issuer with respect to the Securities;

                  (2) to provide for the assumption of the Issuer's obligations
         to Holders of Securities in the case of a merger, consolidation,
         conveyance, transfer or lease pursuant to Article 5;

                  (3) to comply with any requirements of the SEC in connection
         with the registration of the Securities under the Securities Act and
         qualifying, or maintaining the qualification of, this Indenture under
         the Trust Indenture Act; provided that such modification or amendment
         does not, in the good faith opinion of the Board of Directors and the
         Trustee, adversely affect the interests of the Securityholders of the
         Securities in any material respect; or

                  (4) to cure any ambiguity or correct or supplement any
         defective provision contained in this Indenture; provided that such
         modification or amendment does not, in the good faith opinion of the
         Board of Directors and the Trustee, adversely affect the interests of
         the Securityholders of the Securities in any material respect.

                  SECTION 9.02. With Consent of Holders. The Issuer and the
Trustee may amend this Indenture with respect to any series of Securities
without notice to any Securityholder of such series of Securities but either (i)
with the written consent of the Securityholders of at least a majority in
Principal Amount of such series of Securities then outstanding or (ii) by the
adoption of a resolution at a meeting of Securityholders that is approved by at
least a majority in Principal Amount of such series of Securities then
outstanding represented at such meeting. However, without the consent of each
Securityholder affected, an amendment may not:

                  (1) change the Stated Maturity of the Securities;

                  (2) reduce the Principal Amount, Redemption Price or Purchase
         Price (including Change in Control Purchase Price and Trust Assumption
         Event Purchase Price) of the Securities;

                                       52
<PAGE>

                  (3) make the Securities payable in money or securities other
         than that stated in the Securities;

                  (4) alter the manner of calculation or rate of accrual of
         interest (including Contingent Interest, if any) on the Securities or
         extend the time of payment of any interest of any such amount;

                  (5) except as otherwise permitted or contemplated by Article 5
         or 11, (i) adversely affect the right to require the Issuer to
         repurchase or purchase the Securities or (ii) adversely affect the
         right of any Securityholder to convert the Securities;

                  (6) reduce the percentage in aggregate Principal Amount of the
         Securities outstanding the consent of whose Holders is required to
         modify or amend this Indenture, or the consent of whose Holders is
         required to waive any past Default; or

                  (7) impair the right to institute suit for the enforcement of
         any payment with respect to, or conversion of, the Securities.

                  It shall not be necessary for the consent of the Holders of
Securities under this Section 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 becomes effective, the Issuer
shall mail to all affected Securityholders a notice briefly describing such
amendment. The failure to give such notice to all such Securityholders, or any
defect therein, shall not impair or affect the validity of an amendment under
this Section.

                  SECTION 9.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall comply with the Trust
Indenture Act as then in effect.

                  SECTION 9.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of Securities, shall bind the
Holder and every subsequent Holder of Securities or portion of Securities, that
evidences the same debt as the consenting Holder's Security even if notation of
the consent or waiver is not made on such Security. However, any such Holder or
subsequent Holder may revoke the consent or waiver as to such Holder's Security,
or portion of such Security, if the Trustee receives the notice of revocation
before the date the amendment or waiver becomes effective. After an amendment or
waiver becomes effective, it shall bind every Securityholder of Securities. An
amendment or waiver becomes effective once both (i) the requisite number of
consents have been received by the Issuer or the Trustee and (ii) such amendment
or waiver has been executed by the Issuer and the Trustee.

                  The Issuer may, but shall not be obligated to, fix a record
date for the purpose of determining the Securityholders of Securities entitled
to give their consent or take any other action described above or required or
permitted to be taken pursuant to this Indenture. If a record date is fixed,
then notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to

                                       53
<PAGE>

take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

                  SECTION 9.05. Notation on or Exchange of Securities. If an
amendment changes the terms of the Securities, the Trustee may require the
Holder of such Security to deliver it to the Trustee. The Trustee may place an
appropriate notation on the Security regarding the changed terms and return it
to the Holder. Alternatively, if the Issuer or the Trustee so determines, the
Issuer in exchange for such Security shall issue and the Trustee shall
authenticate a Security that reflects the changed terms. Failure to make the
appropriate notation or to issue a new Security shall not affect the validity of
such amendment.

                  SECTION 9.06. Trustee To Sign Amendments. The Trustee shall
sign any amendment 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 indemnity satisfactory to it
and to receive, and (subject to 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 and that such
amendment is the legal, valid and binding obligation of the Issuer, enforceable
against it in accordance with its terms, subject to customary exceptions, and
complies with the provisions hereof (including Section 9.03).

                  SECTION 9.07. Waiver of Certain Conditions.

                  The Issuer may in any particular instance, be excused from
failing to comply with any term, provision or condition set forth in Section
4.02, 4.04 or 4.05, if before the time for such compliance the Holders of at
least a majority in Principal Amount of the outstanding Securities shall, by act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Issuer, and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

                  The Issuer may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to waive compliance
with any covenant or condition hereunder. If a record date is fixed, the Holders
on such record date, or their duly designated proxies, and only such Persons,
shall be entitled to waive any such compliance, whether or not such Holders
remain Holders after such record date; provided that unless the Holders of at
least a majority in Principal Amount of the outstanding Securities affected
shall have waived such compliance prior to the date which is 90 days after such
record date, any such waiver previously given shall automatically and without
further action by any Holder be canceled and of no further effect.

                                   ARTICLE 10

                             [INTENTIONALLY OMITTED]

                                       54
<PAGE>

                                   ARTICLE 11

                                   CONVERSION

                  SECTION 11.01. Conversion Privilege. Except as otherwise
provided in this Article 11, a Holder of a Security may convert such Security
into Shares at any time on or after August 14, 2003 and before the close of
business on May 16, 2023 if one of the following conditions is satisfied:

         (a) the Sale Price per Share for at least 20 trading days in the period
of 30 consecutive trading days ending on the last trading day of the calendar
quarter preceding the calendar quarter in which the conversion occurs is more
than 120% of the Conversion Price on such 30th day;

         (b) the Security has been called for redemption by the Issuer pursuant
to Section 3.01;

         (c) the respective credit ratings assigned to the Securities by both
Moody's Investor Service, Inc. and Standard & Poor's Rating Group have been
reduced below ba3 and BB-, respectively, or the respective credit ratings
assigned to the Securities are suspended or withdrawn or neither rating agency
is rating the Securities; or

         (d) (i) a distribution of Capital Stock referred to in Section 11.07
occurs, (ii) a distribution referred to in Section 11.08 occurs or (iii) a Share
Separation occurs.

         In the event the Issuer is a party to a consolidation, merger or
binding share exchange pursuant to which the Shares would be converted into
cash, securities or other property, a Holder of a Security may convert such
Security at any time from and after the date which is 15 days prior to the date
the Issuer announces the anticipated effective date of the transaction until 15
days after the actual effective date of such transaction.

         In the case of the foregoing clauses (d)(i), (ii) and (iii), the Issuer
must notify the Holders of Security at least 20 days prior to the Ex-Dividend
Date for such distribution. Once the Issuer has given such notice, Holders may
surrender their Securities for conversion at any time thereafter until the
earlier of the close of business on the Business Day prior to the Ex-Dividend
Date or the Issuer's announcement that such distribution will not take place.

         If the Security is called for redemption, the Holder may convert it at
any time before the close of business on the second Business Day immediately
preceding the Redemption Date. 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 Issuer to purchase such Security may be
converted only if such Purchase Notice or Change in Control Purchase Notice is
withdrawn in accordance with the terms of the Indenture.

         The Holders' right to convert Securities into Shares is subject to the
Issuer's right to elect to instead pay such Holder the amount of cash set forth
in the next succeeding sentence, in lieu of delivering such Shares; provided,
however, that if an Event of Default (other than a default in a cash payment
upon conversion of the Securities) shall have occurred and be continuing, the
Issuer shall deliver Shares (and cash in lieu of fractional Shares) in
accordance with this Article 11, whether or not the Issuer has delivered a
notice pursuant to Section 3.03 or 11.02 to the effect

                                       55
<PAGE>

that the Securities would be paid in cash. The amount of cash to be paid
pursuant to Section 11.02 for each $1,000 of Principal Amount of a Security upon
conversion shall be equal to the Market Price of Shares multiplied by the
Conversion Rate in effect on such Conversion Date.

         Subject to the next preceding paragraph, the Issuer shall deliver
through the Conversion Agent to Holders surrendering Securities as soon as
practicable after the Conversion Date Shares issuable upon conversion of such
Securities.

         The number of Shares issuable upon conversion of a Security per $1,000
of Principal Amount thereof (the "Conversion Rate") shall be that set forth in
the Securities, subject to adjustment as herein set forth.

               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.

         In order to exercise conversion rights when a Trust Assumption Event
has not occurred, a Holder shall surrender the applicable Corporation Note or
portion thereof to the Issuer.

                  "Average Quoted Price" means the average of the Sale Prices of
the Shares for the shorter of:

                  (i)      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 Quoted Price is being calculated, or

                  (ii)     the period (x) commencing on the date next succeeding
         the first public announcement of (a) the future issuance of rights,
         warrants or options or (b) the future distribution, in each case, in
         respect of which the Average Quoted 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 Quoted Price is being
         calculated (excluding days within such period, if any, which are not
         trading days), or

                  (iii)    the period, if any, (x) commencing on the later of
         (a) the date of this Indenture and (b) the date next succeeding the
         Ex-Dividend Time with respect to the next preceding issuance of rights,
         warrants or options or distribution, in each case, for which an
         adjustment is required by the provisions of Section 11.06(4), 11.07 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 Quoted Price is being
         calculated (excluding days within such period, if any, which 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 11.06(1), (2), (3) or (5) applies, occurs
during the period applicable for calculating "Average Quoted Price" pursuant to

                                       56
<PAGE>

the definition in the preceding sentence, "Average Quoted Price" shall be
calculated for such period in a manner determined by the Board of Directors to
reflect the impact of such dividend, subdivision, combination or
reclassification on the Sale Price of the Shares during such period.

                  "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 11.07 or 11.08 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 Shares are then listed or quoted.

                  The term "trading day" means a day during which trading in
securities generally occurs on the New York Stock Exchange or, if the applicable
security is not listed on the New York Stock Exchange, on the Nasdaq National
Market System, or if the applicable security is not quoted on the Nasdaq
National Market System, on the principal other national or regional securities
exchange on which the applicable security is then listed or, if the applicable
security is not listed on a national or regional securities exchange, on the
principal other market on which the applicable security is then traded.

                  SECTION 11.02. Conversion Procedure. To convert a Security a
Holder must satisfy the requirements set forth herein and in the Securities. The
date on which the Holder satisfies all those requirements is the conversion date
(the "Conversion Date"). Except as otherwise provided below, the Issuer shall
deliver to the Holder through the Conversion Agent as soon as practicable after
the Conversion Date a certificate for the number of Shares issuable upon the
conversion and cash in lieu of any fractional Share determined pursuant to
Section 11.03. Within two Business Days following the Conversion Date, the
Issuer shall deliver to the Holder, through the Conversion Agent, written notice
of whether such Security shall be converted into Shares or paid in cash, unless
the Issuer shall have delivered such notice previously pursuant to Section 3.03.
If the Issuer shall have notified the Holder that all of such Security shall be
converted into Shares, the Issuer shall deliver to the Holder through the
Conversion Agent no later than the fifth Business Day following the Conversion
Date a certificate for the number of Shares issuable upon the conversion and
cash in lieu of any fractional share determined pursuant to Section 11.03.
Except as provided in the proviso to the fifth paragraph of Section 11.01, if
the Issuer shall have notified the Holder that all or a portion of such Security
shall be paid in cash, the Issuer shall deliver to the Holder surrendering such
Security the amount of cash payable with respect to such Security no later than
the tenth Business Day following such Conversion Date, together with a
certificate for the number of Shares issuable upon the conversion and cash in
lieu of any fractional share determined pursuant to Section 11.03. Except as
provided in the proviso to the fifth paragraph of Section 11.01, the Issuer may
not change its election with respect to the consideration to be delivered upon
conversion of a Security once the Issuer has notified the Holder in accordance
with this paragraph. If Shares are delivered as consideration, then the Person
in whose name the certificate representing the Shares issuable upon conversion
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 Issuer shall be closed shall be effective

                                       57
<PAGE>

to constitute the Person or Persons entitled to receive the Shares upon such
conversion as the record holder or holders of such Shares on such date, but such
surrender shall be effective to constitute the Person or Persons entitled to
receive such Shares 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 Issuer had not been closed. Upon conversion of a
Security, such Person shall no longer be a Holder of such Security and such
Security shall be cancelled and no longer Outstanding.

                  The delivery by the Issuer to the Holder through the
Conversion Agent of certificates for the number of Shares issuable upon a
conversion of a Security under the circumstances set forth in the preceding
paragraph (together with the surrender of the associated Trust Guarantee) shall
be effected in the manner set forth in this paragraph. Upon the surrender by a
Holder of the applicable Corporation Note or portion thereof to the Issuer in
accordance with Section 11.01, in the circumstances when conversion rights are
exercisable and a Trust Assumption Event has not occurred, the Issuer shall
issue to the Holder the Conversion Number of Corporation Shares and will cause
the Conversion Number of Class B Shares to be issued to the Holder from the
Trust by paying to the Trust the fair value (as such value is determined by the
Issuer and the Trust) of the Conversion Number of Class B Shares issuable upon
exercise of conversion rights and directing the Trust to issue, on behalf of the
Issuer, such Class B Shares to the Holder, subject to the surrender by the
Holder of the Trust Guarantee (insofar as it relates to the portion of the
Holder's Securities being converted), which shall be deemed to be surrendered to
the Trust simultaneously with the receipt of the Conversion Number of Class B
Shares. As between the Holder and the Trust, the Holder need only surrender the
Trust Guarantee to the Trust as provided in the preceding sentence to receive
the Conversion Number of Class B Shares from the Trust, provided that the
conversion rights are then exercisable and the Trust Assumption Event has not
occurred and the Holder has satisfied all requirements for a conversion of a
Security.

                  No payment or adjustment will be made for dividends on, or
other distributions with respect to, any Shares except as provided in this
Article 11. On conversion of a Security, (a) that portion of accrued interest
attributable to the period from the later of the Issue Date and the date on
which interest was last paid through the Conversion Date with respect to the
converted Security and accrued Contingent Interest and accrued Defaulted
Interest with respect to the converted Security and (b) that portion of accrued
but unpaid interest income, as computed for federal income tax purposes, with
respect to the converted Security ("Security Conversion Tax Interest"), 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 Shares (together with
the cash payment, if any, in lieu of fractional Shares) and cash, if any, in
exchange for the Security being converted pursuant to the provisions hereof; and
such cash and the fair market value of such Shares (together with any such cash
payment in lieu of fractional Shares) shall be treated as delivered pro rata, to
the extent thereof, first in exchange for interest and Contingent Interest and
Security Conversion Tax Interest accrued through the Conversion Date, and the
balance, if any, of such cash and the fair market value of such Shares shall be
treated as delivered 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 issuable or the amount of cash paid upon the
conversion shall be based on the total Principal Amount of the Securities
converted.

                                       58
<PAGE>

                  If the last day on which a Security may be converted is a
Legal Holiday in a place where the Conversion Agent is located, the Security may
be surrendered to such Conversion Agent on the next succeeding day that is not a
Legal Holiday.

                  Upon surrender of a Security that is converted in part, the
Issuer 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.

                  SECTION 11.03. Fractional Shares. The Issuer will not issue a
fractional Share upon conversion of a Security. Instead, the Issuer 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 last reported sale price (determined as set forth in
the definition of Market Price) on the last trading day prior to the Conversion
Date by the fractional amount and rounding the product to the nearest whole
cent. If the Holder converts more than one Security at the same time, the amount
of cash paid for the current market value of the fractional Share upon the
conversion shall be based on the total Principal Amount of the Securities
converted.

                  SECTION 11.04. Taxes on Conversion. If a Holder converts a
Security, the Issuer shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of Shares 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 Shares being issued in a name other
than the Holder's name until the Conversion Agent receives a sum that the Issuer
deems to be sufficient to pay any tax which will be due because the Shares are
to be issued in a name other than the Holder's name. Nothing herein shall
preclude any tax withholding required by law or regulations.

                  SECTION 11.05. Issuer to Provide Stock. The Issuer and the
Trust shall, prior to issuance of any Securities under this Article 11, and from
time to time as may be necessary, reserve out of their authorized but unissued
or treasury shares a sufficient number of Shares to permit the conversion of the
Securities.

                  All Shares 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 Issuer and the Trust shall endeavor promptly to comply
with all federal and state securities laws regulating the offer and delivery of
Shares upon conversion of Securities, if any, including the addition of any and
all restrictive legends that are required to appear on the face of the Shares,
and shall list or cause to have quoted such Shares on each United States
National Securities Exchange or in the automated over-the-counter market in the
United States on which the Shares are then listed or quoted.

                  SECTION 11.06. Adjustment for Change In Capital Stock. Subject
to Section 11.21(d), if, after the Issue Date of the Securities, the Issuer or
the Trust:

                                       59
<PAGE>

                  (1) pays a dividend or makes a distribution on its Shares (or
         any component of the Shares) payable in Shares;

                  (2) subdivides its outstanding Shares (or any component of the
         Shares) into a greater number of shares;

                  (3) combines its outstanding Shares into a smaller number of
         shares;

                  (4) pays a dividend or makes a distribution on its Shares
         payable in shares of its Capital Stock (other than Shares or rights,
         warrants or options for its Capital Stock); or

                  (5) issues by reclassification of its Shares (or any component
         of the Shares) any shares of its Capital Stock (other than rights,
         warrants or options for its Capital Stock),

then 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 and/or Capital Stock of the Issuer which such Holder would have
owned immediately following such action if such Holder had converted the
Security into Shares immediately prior to such action.

                  The adjustment shall become effective immediately after the
record date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.

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

                  SECTION 11.07. Adjustment for Rights Issue. Subject to Section
11.21(d), if after the Issue Date of the Securities, the Issuer distributes any
rights, warrants or options to all holders of Shares entitling them, for a
period expiring within 60 days after the record date for such distribution, to
subscribe for or purchase Shares at a price per share less than the Market Price
as of the Time of Determination, the Conversion Rate shall be adjusted, subject
to the provisions of the last paragraph of this Section 11.07, in accordance
with the formula
                                              R x (O + N)
                                      R' = ------------------
                                            O + ((N x P)/M)
where:

                  R' = the adjusted Conversion Rate.

                  R = the current Conversion Rate.

                  O = the number of Shares outstanding on the record date for
the distribution to which this Section 11.07 is being applied.

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<PAGE>

                  N = the number of additional Shares offered pursuant to the
distribution.

                  P = the exercise price per share of such rights, warrants or
options.

                  (1) M = the Average Quoted Price.

                  The Board of Directors shall determine fair market values for
the purposes of this Section 11.07.

                  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 11.07 applies. If all the
Shares 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 issued upon the exercise of such
rights, warrants or options.

                  No adjustment shall be made under this Section 11.07 if the
application of the formula stated above in this Section 11.07 would result in a
value of R' that is equal to or less than the value of R.

                  SECTION 11.08. Adjustment for Other Distributions. Subject to
Section 11.21(d), if, after the Issue Date of the Securities, the Issuer
distributes to all holders of Shares any of its assets or debt securities or any
rights, warrants or options to purchase securities of the Issuer (including
securities or cash, but excluding (x) distributions of Capital Stock referred to
in Section 11.06 and distributions of rights, warrants or options referred to in
Section 11.07 and (y) cash dividends or other cash distributions that are paid
out of current net earnings or earnings retained in the business as shown on the
books of the Issuer unless such cash dividends or other cash distributions are
Extraordinary Cash Dividends), the Conversion Rate shall be adjusted, subject to
the provisions of the last paragraph of this Section 11.08, in accordance with
the formula:
                                           R x M
                                      R' = -----
                                           M - F
where:

                  R' = the adjusted Conversion Rate.

                  R = the current Conversion Rate.

                  M = the Average Quoted Price.

                  F = the fair market value (on the record date for the
distribution to which this Section 11.08 applies) of the assets or securities or
rights, warrants or options to be distributed in respect of each Share in the
distribution to which this Section 11.08 is being applied (including, in the
case of cash dividends or other cash distributions giving rise to an adjustment,
all such cash distributed concurrently).

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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
distribution to which this Section 11.08 applies.

                  For purposes of this Section 11.08, the term "Extraordinary
Cash Dividend" shall mean any cash dividend with respect to the Shares the
amount of which exceeds on a per share basis 15% of the Sale Price of the Shares
(20% from and after a Trust Assumption Event pursuant to Section 11.21) on the
last trading day preceding the date of declaration by the Board of Directors of
the cash dividend with respect to which this provision is being applied, then
such cash dividend, shall be deemed to be an Extraordinary Cash Dividend and for
purposes of applying the formula set forth above in this Section 11.08, the
value of "F" shall be equal to the aggregate amount of such cash dividend. In
making the determinations required above, the amount of cash dividends paid on a
per Share basis shall be appropriately adjusted to reflect the occurrence during
such period of any event described in Section 11.06.

                  In the event that, with respect to any distribution to which
this Section 11.08 would otherwise apply, the difference "M-F" as defined in the
above formula is less than $1.00 or "F" is equal to or greater than "M", then
the adjustment provided by this Section 11.08 shall not be made and in lieu
thereof the provisions of Section 11.14 shall apply to such distribution.

                  SECTION 11.09. 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 11.10. When No Adjustment Required. No adjustment need
be made for a transaction referred to in Section 11.06, 11.07, 11.08 or 11.14 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 Shares 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 Shares
pursuant to an Issuer 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 Shares.

                                       62
<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 (including Contingent Interest) will not accrue on the cash.

                  SECTION 11.11. Notice of Adjustment. Whenever the Conversion
Rate is adjusted, the Issuer shall promptly mail to Securityholders by
first-class mail a notice of the adjustment. The Issuer shall file with the
Trustee and the Conversion Agent such notice and a certificate from the Issuer's
independent public accountants briefly stating the facts requiring the
adjustment and the manner of computing it. 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 11.12. Voluntary Increase. The Issuer from time to
time may increase the Conversion Rate by any amount for any period of time.
Whenever the Conversion Rate is increased, the Issuer shall mail to
Securityholders by first-class mail and file with the Trustee and the Conversion
Agent a notice of the increase. The Issuer 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 11.06,
11.07 or 11.08.

                  SECTION 11.13. Notice of Certain Transactions. If:

                  (1) the Issuer takes any action that would require an
         adjustment in the Conversion Rate pursuant to Section 11.06, 11.07 or
         11.08 (unless no adjustment is to occur pursuant to Section 11.10);

                  (2) there is a liquidation or dissolution of the Issuer; or

                  (3) a Share Separation occurs;

then the Issuer shall mail to Securityholders by first-class mail 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 share exchange,
transfer, liquidation or dissolution. The Issuer shall file and mail the notice
at least 20 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 11.14. Reorganization of Issuer; Special
Distributions. Subject to Section 11.21(d), if the Issuer is a party to a
transaction subject to Section 5.01 (other than a transaction in which the
Issuer is the Successor Company) or a binding share exchange which reclassifies
or changes its outstanding Shares, 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.

                                       63
<PAGE>

                  The supplemental indenture 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, conveyance, transfer or lease if
such Holder had converted the Security into Shares 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 include provisions for adjustments which shall be as nearly
equivalent as may be practical to the provisions for adjustments included in
this Article 11. The Successor Company shall mail to Securityholders a notice
briefly describing the supplemental indenture.

                  In the event of a transaction subject to the last sentence of
Section 5.01 in which the predecessor Issuer is not the Successor Company, the
Securities shall remain convertible into Shares in accordance with this Article
11.

                  If this Section 11.14 applies, neither Section 11.06 nor
Section 11.07 applies.

                  If the Issuer makes a distribution to all holders of Shares of
any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Issuer that, but for the provisions of the last
paragraph of Section 11.08, would otherwise result in an adjustment in the
Conversion Rate pursuant to the provisions of Section 11.08, then, from and
after the record date for determining the holders of Shares 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 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 into Shares immediately prior to the record date for
determining the holders of Shares entitled to receive the distribution.

                  SECTION 11.15. Issuer Determination Final. Any determination
that the Issuer or the Board of Directors must make pursuant to Section 11.03,
11.06, 11.07, 11.08, 11.09, 11.10, 11.14 or 11.17 is conclusive in the absence
of manifest error.

                  SECTION 11.16. 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 should be. The Trustee has no duty to
determine whether a supplemental indenture under Section 11.14 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 Issuer's failure to
comply with this Article 11. Each Conversion Agent shall have the same
protection under this Section 11.16 as the Trustee.

                  SECTION 11.17. Simultaneous Adjustments. In the event that
this Article 11 requires adjustments to the Conversion Rate under more than one
of Sections 11.06(4), 11.07 or 11.08, and the record dates for the distributions
giving rise to such adjustments shall occur on the

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<PAGE>

same date, then such adjustments shall be made by applying, first, the
provisions of Section 11.06, second, the provisions of Section 11.08 and, third,
the provisions of Section 11.07.

                  SECTION 11.18. Successive Adjustments. After an adjustment to
the Conversion 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 11.19. Rights Issued in Respect of Shares Issued Upon
Conversion. Each Share issued upon conversion of Securities pursuant to this
Article 11 shall be entitled to receive the appropriate number of common stock
or preferred stock purchase rights, as the case may be (the "Rights"), if any,
and the certificates representing the Shares issued upon such conversion shall
bear such legends, if any, in each case as may be provided by the terms of any
rights agreement adopted by the Issuer, 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 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 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.

                  SECTION 11.20. Restriction on Shares Issued Upon Conversion.
Shares to be issued upon conversion of Securities prior to the effectiveness of
a Shelf Registration shall be physically delivered in certificated form to the
holders converting such Securities and the certificate representing such Shares
shall bear a legend substantially to the following effect:

                  "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED,
                  SOLD. PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
                  EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN
                  APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF
                  ANY, REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE
                  IS ISSUED) AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
                  LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
                  JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
                  IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
                  EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
                  ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION
                  UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED
                  HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH
                  SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
                  (1)(A) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
                  QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
                  THE SECURITIES ACT) IN

                                       65
<PAGE>

                  A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
                  SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A FOREIGN
                  PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904
                  UNDER THE SECURITIES ACT, OR (D) IN ACCORDANCE WITH ANOTHER
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                  ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
                  REQUESTS), (2) TO THE COMPANY, (3) PURSUANT TO AN EFFECTIVE
                  REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH
                  APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
                  OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL
                  AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER
                  FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
                  RESTRICTIONS SET FORTH IN (A) ABOVE."

unless removed in accordance with Section 11.20(b).

                  (a) If (i) Shares to be issued upon conversion of a Security
prior to the effectiveness of a Shelf Registration are to be registered in a
name other than that of the holder of such Security or (ii) Shares represented
by a certificate bearing the above legend are transferred subsequently by such
holder, then, unless the Shelf Registration has become effective and such shares
are being transferred pursuant to the Shelf Registration, the holder must
deliver to the transfer agent for the Shares a certificate in substantially the
form of Exhibit F as to compliance with the restrictions on transfer applicable
to such Shares and neither the transfer agent nor the registrar for the Shares
shall be required to register any transfer of such Shares not so accompanied by
a properly completed certificate.

                  (b) Except in connection with a Shelf Registration, if
certificates representing Shares are issued upon the registration of transfer,
exchange or replacement of any other certificate representing Shares bearing the
above legend, or if a request is made to remove such legend from certificates
representing Shares, the certificates so issued shall bear the above legend, or
the above legend shall not be removed, as the case may be, unless there is
delivered to the Issuer such satisfactory evidence, which, in the case of a
transfer made pursuant to Rule 144 under the Securities Act, may include an
opinion of counsel, as may be reasonably required by the Issuer, that neither
the legend nor the restrictions on transfer set forth therein are required to
ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144
or Regulation S under the Securities Act or that such Shares are securities that
are not "restricted" within the meaning of Rule 144 under the Securities Act.
Upon provision to the Issuer of such reasonably satisfactory evidence, the
Issuer shall cause the transfer agent for the Shares to countersign and deliver
certificates representing Shares that do not bear the legend.

                  SECTION 11.21. Conversion Adjustments Upon Share Separation.

                  (a) Notwithstanding anything to the contrary contained in this
Article 11, but subject to Section 11.21(b), in the event of a transaction as a
result of which the Corporation Shares trade on a United States National
Securities Exchange separately from the Class B

                                       66
<PAGE>

Shares, whether or not the Class B Shares continue to trade on any United States
National Securities Exchange (a "Share Separation"), the Securities shall not be
convertible into Shares, but shall instead be convertible solely into
Corporation Shares. Upon the occurrence of a Share Separation, the Conversion
Rate of the Securities shall be adjusted and shall equal the Conversion Rate in
effect on the Business Day immediately prior to the effective date of the Share
Separation multiplied by a percentage equal to one hundred percent minus the
Trust Percentage. The "Trust Percentage" shall mean a fraction, the numerator of
which shall equal the aggregate value of all Class B Shares outstanding
immediately after the Share Separation and the denominator of which shall equal
the sum of (i) the aggregate value of all such Class B Shares and (ii) the
aggregate value of all the Corporation Shares outstanding immediately after the
Share Separation. The aggregate value of the Corporation Shares and the Class B
Shares shall be based on the average closing prices on the applicable principal
trading market of the Corporation Shares of the Class B Shares, as the case may
be, over the first five consecutive trading days after the effective date of the
Share Separation; provided that if the Class B Shares are not then traded on a
United States National Securities Exchange, the aggregate value of the Class B
Shares shall be determined in the good faith of the Board of Directors based
upon the valuation opinion of a nationally recognized investment bank.

                  (b) In the event ( a "Trust Assumption Event") that (i) a
Share Separation occurs, (ii) the Trust Percentage, as determined pursuant to
Section 11.21(a), is greater than 50% and (iii) a Rating Event occurs, then the
Trust shall expressly assume, by a supplemental indenture, executed and
delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of the Issuer under the Securities and this Indenture and the
Securities shall be convertible solely into Class B Shares. Upon the occurrence
of a Trust Assumption Event and the execution of such supplemental indenture,
the Trust shall succeed to, and be substituted for, and may exercise every right
and power of, the Issuer under this Indenture, and the predecessor Issuer shall
be discharged from all of its obligations under the Securities and this
Indenture. Upon the occurrence of a Trust Assumption Event, the Conversion Rate
of the Securities shall be adjusted and shall equal the Conversion Rate in
effect on the Business Day immediately prior to the effective date of the Share
Separation multiplied by the Trust Percentage, as determined pursuant to Section
11.21(a). A "Rating Event" means that after the first public announcement by the
Issuer of a Share Separation and before the effective date of such Share
Separation, either Moody's Investor Service, Inc. or Standard & Poor's Rating
Group (or, in either case, if such Person ceases to rate the Securities for
reasons outside the control of the Issuer, any other "nationally recognized
statistical rating agency organization" (within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act) selected by the Issuer as a
replacement agency) rates the long-term senior debt of the Issuer below the
rating of the Securities in effect immediately prior to such public
announcement.

                  (c) In the event that a Share Separation occurs, Holders of
Securities shall not be entitled to convert their Securities into Shares for the
period beginning on the record date for such Share Separation and ending on the
first Business Day succeeding the first five consecutive trading days after the
effective date of such Share Separation.

                  (d) In the event that a transaction constituting a Share
Separation or a Trust Assumption Event occurs that would require an adjustment
of the Conversion Rate pursuant to

                                       67
<PAGE>

the provisions of this Article 11, the Conversion Rate shall not be adjusted
other than as described in Sections 11.21(a) and (b), as the case may be.

                                   ARTICLE 12

                               SECURITY GUARANTEES

                  SECTION 12.01. Security Guarantee.

                  (a) Subject to this Article 12, the Guarantor hereby
unconditionally guarantees to each Holder of a Security authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the
Securities or the obligations of the Issuer hereunder or thereunder, that: (a)
the Issue Price of and accrued interest and Contingent Interest and Defaulted
Interest, if any, on the Securities will be promptly paid in full when due,
whether at maturity, by acceleration, redemption, purchase or otherwise, and
interest on the overdue principal of and interest (including Contingent
Interest) on the Securities, if any, if lawful, and all other obligations of the
Issuer to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Securities
or any of such other obligations, that same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
whether at Stated Maturity, by acceleration or otherwise. Failing payment when
due of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Guarantor shall be obligated to pay the same immediately. The
Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

                  (b) The Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Securities with
respect to any provisions hereof or thereof, the recovery of any judgment
against the Issuer, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Issuer, any right to require a proceeding first against the Issuer,
protest, notice and all demands whatsoever and covenant that its guarantee shall
not be discharged except by complete performance of the obligations contained in
the Securities and this Indenture.

                  (c) If any Holder or the Trustee is required by any court or
otherwise to return to the Issuer, the Guarantor or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuer or
the Guarantor, any amount paid by either to the Trustee or such Holder, the
guarantee of the Guarantor, to the extent theretofore discharged, shall be
reinstated in full force and effect.

                  (d) The Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders of the Securities in respect of
any obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. The Guarantor further agrees that, as

                                       68
<PAGE>

between the Guarantor, on the one hand, and the Holders of the Securities and
the Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 hereof for the purposes of
its guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby,
and (y) in the event of any declaration of acceleration of such obligations as
provided in Article 6 hereof, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantor for the purpose of its
guarantee.

                  SECTION 12.02. Limitation on Guarantor Liability.

         The Guarantor, and by its acceptance of Securities, each Holder, hereby
confirms that it is the intention of all such parties that the guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to
such guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantor hereby irrevocably agree that the obligations of the Guarantor
will, after giving effect to such maximum amount and all other contingent and
fixed liabilities of the Guarantor that are relevant under such laws result in
the obligations of the Guarantor under its guarantee not constituting a
fraudulent transfer or conveyance.

                  SECTION 12.03. Delivery of Guarantee.

                  (a) To evidence its guarantee set forth in Section 12.01, the
Guarantor hereby agrees that the Securities shall bear a notation stating that
such Securities are guaranteed by the Guarantor in accordance with this Article
12 and may be released upon the terms and conditions set forth in this
Indenture.

                  (b) The Guarantor hereby agrees that its guarantee set forth
in Section 12.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Security a notation of such guarantee.

                  (c) If an officer of the Guarantor whose signature is on this
Indenture no longer holds that office at the time the Trustee authenticates the
Security, the guarantee shall be valid nevertheless.

                  (d) The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the guarantee
set forth in this Indenture on behalf of the Guarantor.

                  (e) In the event that the Issuer creates or acquires any new
Subsidiaries subsequent to the date of this Indenture and such Subsidiaries
become guarantors under the Senior Credit Facility, then the Issuer shall cause
such Subsidiaries to become Guarantors under this Indenture and to execute a
supplemental indenture to this Indenture.

                  SECTION 12.04. Guarantor May Consolidate, etc. on Certain
Terms.

                                       69
<PAGE>

                  (a) Except as otherwise provided in Section 12.05, the
Guarantor may not consolidate with or merge with or into (unless the Guarantor
is the surviving Person) another Person whether or not affiliated with the
Guarantor unless:

         (i)      subject to Section 12.05 hereof, the Person formed by or
surviving any such consolidation or merger unconditionally assumes all the
obligations of the Guarantor, pursuant to a supplemental indenture in form and
substance reasonably satisfactory to the Trustee, under the Securities and the
Indenture on the terms set forth herein or therein; and

         (ii)     immediately after giving effect to such transaction, no
Default or Event of Default exists.

In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual performance of all of the covenants and conditions of this Indenture to
be performed by the Guarantor, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor and such predecessor Guarantor shall be discharged from
its obligations under the Securities and this Indenture.

                  (b) Except as set forth in Articles 4 and 5 hereof, and
notwithstanding clause (a) above, nothing contained in this Indenture or in any
of the Securities shall prevent any consolidation or merger of the Guarantor
with or into the Issuer, or shall prevent any sale or conveyance of the property
of the Guarantor as an entirety or substantially as an entirety to the Issuer.

                  SECTION 12.05. Release.

                  (a) To the extent that the Guarantor is released as a
guarantor under the Senior Credit Facility or the Senior Credit Facility is
refinanced without such Guarantor being a guarantor under the new credit
facility or in the event the Senior Credit Facility is otherwise terminated,
then the Guarantor will be released and relieved of any obligations under its
guarantee to the same extent that such Guarantor was released and relieved of
any obligations under the Senior Credit Facility. Upon delivery by the Issuer to
the Trustee of an Officers' Certificate to the effect that such release has
occurred in accordance with the provisions of this Indenture, the Trustee shall
execute any documents reasonably required in order to evidence the release of
the Guarantor from its obligations under its guarantee.

                  (b) The Guarantor not released from its obligations under its
guarantee shall remain liable for the full amount of the Principal Amount and
interest and Contingent Interest and Defaulted Interest, if any, on the
Securities and for the other obligations of any Guarantor under this Indenture
as provided in this Article 12.

                  SECTION 12.06. Trust Guarantee.

         The Trust hereby unconditionally guarantees to each Holder of a
Security the obligation of the Issuer to cause to be delivered to such Holder,
in accordance with Section 11.02, the Class B Shares required to be delivered
upon a conversion of a Security by such Holder in accordance

                                       70
<PAGE>

with Article 11, in circumstances where the Issuer has failed to direct the
Trust to issue on the Issuer's behalf such Class B Shares in accordance with
Section 11.02 after a Holder has satisfied all requirements for a conversion set
forth herein and in the Securities (the "Trust Guarantee"). If the Issuer has
failed to direct the Trust to issue on the Issuer's behalf, such Class B Shares
so required to be delivered in accordance with Section 11.02 after a Holder has
satisfied all requirements for a conversion set forth herein and in the
Securities, such Holder may require the Trust to issue such Class B Shares, on
behalf of the Issuer, under the Trust Guarantee and, upon the Trust doing so,
the Trust shall have the right to be paid by the Issuer (but not by the Holder),
with interest at a rate of 8% per annum from the date of issue of such Class B
Shares by the Trust until the date of payment for such Class B Shares by the
Issuer, the fair value of the Class B Shares so issued under the Trust
Guarantee.

                                   ARTICLE 13

                                  MISCELLANEOUS

                  SECTION 13.01. Trust Indenture Act Controls. If any provision
of this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the Trust Indenture Act, the
required 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 (registered or
certified, return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, addressed as follows:

                  If to the Issuer, the Trust or the Guarantor:

                  Starwood Hotels & Resorts Worldwide, Inc.
                  1111 Westchester Avenue
                  White Plains, New York 10604
                  Telecopy No.:  (914) 640-8260
                  Attention:  General Counsel

                  If to the Trustee:

                  For payment, registration of transfer and exchange of the
Securities:

                  U.S. Bank National Association
                  180 East Fifth Street
                  St. Paul, Minnesota 55101
                  Telephone:  (651) 244-8677
                  Telecopy No.:  (651) 244-0711
                  Attention: Corporate Trust Department

                                       71
<PAGE>

                  The Issuer or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.
Notices to the Trustee shall be effective only upon receipt.

                  Any notice or communication mailed to a Securityholder shall
be mailed 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 given in the manner provided
above, it is duly given, whether or not the addressee receives it.

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

                  SECTION 13.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Issuer to the Trustee to take
or refrain from taking any action under this Indenture, the Issuer shall furnish
to the Trustee:

                  (1) an Officers' Certificate of the Issuer in form and
         substance reasonably satisfactory to the Trustee 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

                  (2) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee 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 certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include:

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

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

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

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

                                       72
<PAGE>

                  SECTION 13.06. When Securities Disregarded. In determining
whether the Holders of the required Principal Amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Issuer,
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer, shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee knows are so owned shall be so
disregarded. Subject to the foregoing, only Securities outstanding at the time
shall be considered in any such determination.

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

                  SECTION 13.08. Legal Holidays. A "Legal Holiday" is a
Saturday, Sunday or other day on which banking institutions in the State of New
York are authorized or required by law to close. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular
record date is a Legal Holiday, the record date shall not be affected.

                  SECTION 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.

                  SECTION 13.10. No Recourse Against Others. A director,
officer, employee or stockholder, as such, of the Issuer shall not have any
liability for any obligations of the Issuer 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 issuance of the Securities.

                  SECTION 13.11. Successors. All agreements of the Issuer in
this Indenture and the Securities shall bind its successors. All agreements of
the Trustee in this Indenture shall bind its successors.

                  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 of the
Indenture is enough to prove this Indenture.

                  SECTION 13.13. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.

                  SECTION 13.14. Severability. If any provision in this
Indenture is deemed unenforceable, it shall not affect the validity or
enforceability of any other provision set forth herein, or of the Indenture as a
whole.

                                       73
<PAGE>

                     [Rest of page intentionally left blank]

                                       74
<PAGE>

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

                                   STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

                                   By: /s/ Kenneth Siegel
                                       ----------------------------------------
                                       Name:
                                       Title:

                                   STARWOOD HOTELS & RESORTS

                                   By: /s/ Kenneth Siegel
                                       ----------------------------------------
                                       Name:
                                       Title:

                                   SHERATON HOLDING CORPORATION

                                   By: /s/ Jared Finkelstein
                                       ----------------------------------------
                                       Name:
                                       Title:

                                   U.S. BANK NATIONAL ASSOCIATION,
                                       as Trustee

                                   By: /s/ Frank Leslie
                                       ----------------------------------------
                                       Name: Frank Leslie
                                       Title:

                                       75
<PAGE>

                                   EXHIBIT A-1

                                      A-1-1
<PAGE>

                                    EXHIBIT B

                   [FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                   FROM GLOBAL SECURITY OR DEFINITIVE SECURITY
                             TO DEFINITIVE SECURITY]

(Transfers pursuant to Section 2.13(a)(1) or Section 2.13(a)(2) of the
Indenture)

                                                          ______________, _____

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attention:  Corporate Trust Department

Re:      Transfer of  $________ Principal Amount of
         3.50% Convertible Senior Notes due 2023
         (the "Securities") of Starwood Resorts & Hotels Worldwide, Inc. (the
         "Issuer")

         Reference is hereby made to the Indenture dated as of May 16, 2003 (the
"Indenture") between the Issuer and U.S. Bank National Association, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given them
in the Indenture.

         This letter relates to U.S. $___________ aggregate principal amount of
Securities which are held [in the form of a [Definitive] [Global Security (CUSIP
No. ______________)]* in the name of [name of transferor] (the "Transferor") to
effect the transfer of Securities.

         In connection with such request, and in respect of such Securities, the
Transferor does hereby certify that such Securities are being transferred in
accordance with (i) the transfer restrictions set forth in the Securities and
the Indenture and (ii) to a transferee that the Transferor reasonably believes
is an institutional "accredited investor" (as defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the U.S. Securities Act of 1933, as amended)
(an "Institutional Accredited Investor") which is acquiring such Securities for
its own account or for one or more accounts, each of which is an Institutional
Accredited Investor, over which it exercises sole investment discretion and
(iii) in accordance with applicable securities laws of any state of the United
States.

---------------------------------
*       Insert, if appropriate

                                       B-1
<PAGE>

                                           [Name of Transferor],

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________
                                           Dated:______________________________

                                       B-2
<PAGE>

                                    EXHIBIT C

    [FORM OF NON-DISTRIBUTION LETTER FOR INSTITUTIONAL ACCREDITED INVESTORS]

 (Transfers pursuant to Section 2.13(a)(1) or Section 2.13(a)(2) of the
                                   Indenture)

                                                        ______________, ________

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attention: Corporate Trust Department

Starwood Resorts & Hotels Worldwide, Inc.
777 Westchester Avenue
White Plains, New York 10604

Re:      Purchase of  $________ Principal Amount of
         3.50% Convertible Senior Notes due 2023
         (together with the Shares issuable upon
         conversion thereof, the "Securities") of
         Starwood Resorts & Hotels Worldwide, Inc. (the "Issuer")(2)

Ladies and Gentlemen:

                  In connection with our purchase of the Securities we confirm
that:

                  1. We understand that the Securities are not being and will
not be registered under the Securities Act of 1933, as amended (the "Securities
Act"), and are being sold to us in a transaction that is exempt from the
registration requirements of the Securities Act.

                  2. We acknowledge that (a) neither the Issuer, nor the Initial
Purchasers (as defined in the Offering Memorandum dated May 9, 2003 relating to
the Securities (the "Offering Memorandum")) nor any person acting on behalf of
the Issuer or the Initial Purchasers has made any representation to us with
respect to the Issuer or the offer or sale of any Securities; and (b) any
information we desire concerning the Issuer and the Securities or any other
matter relevant to our decision to purchase the Securities (including a copy of
the Offering Memorandum) is or has been made available to us.

                  3. We have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Securities, and we are (or

_________________________

(2)      Each U.S. purchaser, or account for which each U.S. purchaser is
         acting, should purchase at least $250,000 Principal Amount of
         Securities.

                                       C-1
<PAGE>

any account for which we are purchasing under paragraph 4 below is) an
institutional "accredited investor" (within the meaning of Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act) able to bear the economic
risk of investment in the Securities.

                  4. We are acquiring the Securities for our own account (or for
accounts as to which we exercise sole investment discretion and have authority
to make, and do make, the statements contained in this letter) and not with a
view to any distribution of the Securities, subject, nevertheless, to the
understanding that the disposition of our property will at all times be and
remain within our control.

                  5. We understand that (a) the Securities will be in registered
form only and that any certificates delivered to us in respect of the Securities
will bear a legend substantially to the following effect:

                  "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED,
                  SOLD. PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
                  EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN
                  APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF
                  ANY, REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE
                  IS ISSUED) AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
                  LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
                  JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
                  IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
                  EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
                  ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION
                  UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED
                  HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH
                  SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
                  (1)(A) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
                  QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
                  THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS
                  OF RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF
                  RULE 144 UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED
                  STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
                  REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (D) IN
                  ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
                  OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY,
                  (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN
                  EACH CASE, IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF
                  ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
                  JURISDICTION AND (B) THE HOLDER WILL AND EACH SUBSEQUENT
                  HOLDER IS REQUIRED TO

                                       C-2
<PAGE>

                  NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY
                  OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE."

                  and (b) the Issuer has agreed to reissue such certificates
without the foregoing legend only in the event of a disposition of the
Securities in accordance with the provisions of paragraph 6 below (provided, in
the case of a disposition of the Securities in accordance with paragraph 6(f)
below, that the legal opinion referred to in such paragraph so permits), or at
our request at such time as we would be permitted to dispose of them in
accordance with paragraph 6(a) below.

                  6. We agree that in the event that at some future time we wish
to dispose of any of the Securities, we will not do so unless such disposition
is made in accordance with any applicable securities laws of any state of the
United States and:

                  (a) the Securities are sold in compliance with Rule 144(k)
         under the Securities Act; or

                  (b) the Securities are sold in compliance with Rule 144A under
         the Securities Act; or

                  (c) the Securities are sold in compliance with Rule 904 of
         Regulation S under the Securities Act; or

                  (d) the Securities are sold pursuant to an effective
         registration statement under the Securities Act; or

                  (e) the Securities are sold to the Issuer or an affiliate (as
         defined in Rule 501(b) of Regulation D) of the Issuer; or

                  (f) the Securities are disposed of in any other transaction
         that does not require registration under the Securities Act, and we
         theretofore have furnished to the Issuer or its designee an opinion of
         counsel experienced in securities law matters to such effect or such
         other documentation as the Issuer or its designee may reasonably
         request.

                                                     Very truly yours,

                                                     By ______________________
                                                          (Authorized Officer)

                                       C-3
<PAGE>

                                    EXHIBIT D

                            [FORM OF PURCHASE NOTICE]

                                                        ________________, _____

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attention: Corporate Trust Department

Starwood Resorts & Hotels Worldwide, Inc.
777 Westchester Avenue
White Plains, New York 10604

Re:      Purchase of  $________ Principal Amount of
         3.50% Convertible Senior Notes due 2023
         (the "Securities") of Starwood Resorts & Hotels Worldwide, Inc. (the
         "Issuer")

         Certificate No(s). of Securities:   _____________________________

         This is a Purchase Notice as defined in Section [3.08(a)][3.15(b)] of
the Indenture dated as of May 16, 2003 (the "Indenture") between the Issuer and
U.S. Bank National Association, as Trustee. Terms used but not defined herein
shall have the meanings ascribed to them in the Indenture.

         I intend to deliver the following aggregate Principal Amount of
Securities for purchase by the Issuer pursuant to Section [3.08(a)][3.15(b)] of
the Indenture (in multiples of $1,000): $______________________________

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

         [In the event that the Issuer elects, pursuant to Section 3.08(b) of
the Indenture, to pay the Purchase Price, in whole or in part, in Shares but
such portion of the Purchase Price is ultimately payable entirely in cash
because any of the conditions to payment of the Purchase Price in Shares is not
satisfied prior to the close of business on the Purchase Date, I elect (check
one):

         [ ] (1) to withdraw this Purchase Notice as to all of the Securities to
         which it relates;

         [ ] (2) to withdraw this Purchase Notice as to $___________________
         Principal Amount of Securities (Certificate No(s).
         ____________________); or

                                       D-1
<PAGE>

         [ ] (3) to receive cash in respect of the entire Purchase Price for all
         Securities or portions thereof to which this Purchase Notice relates.]

                                              Signed:  ________________________

                                       D-2
<PAGE>

                                    EXHIBIT E

                   [FORM OF CHANGE IN CONTROL PURCHASE NOTICE]

                                                             _____________, ____

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attention: Corporate Trust Department

Starwood Resorts & Hotels Worldwide, Inc.
777 Westchester Avenue
White Plains, New York 10604

Re:      Purchase of  $________ Principal Amount of
         3.50% Convertible Senior Notes due 2021
         (the "Securities") of Starwood Resorts & Hotels Worldwide, Inc. (the
         "Issuer")

         Certificate No(s). of Securities:   _____________________________

         This is a Change in Control Purchase Notice as defined in Section 3.09
of the Indenture dated as of May 25, 2001 (the "Indenture") between the Issuer
and U.S. Bank National Association, as Trustee. Terms used but not defined
herein shall have the meanings ascribed to them in the Indenture.

         I intend to deliver the following aggregate Principal Amount of
Securities for purchase by the Issuer pursuant to Section 3.09 of the Indenture
(in multiples of $1,000): $___________________________

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

                        Signed: ________________________

                                       E-1
<PAGE>

                                    EXHIBIT F

                   [FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                              OF RESTRICTED SHARES]

            (Transfers pursuant to Section 11.20(c) of the Indenture)

[NAME AND ADDRESS OF TRANSFER AGENT OF SHARES]

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attention: Corporate Trust Department

Re:      Shares of Starwood Resorts & Hotels Worldwide, Inc. (the "Issuer")

         Reference is hereby made to the Indenture dated as of May 25, 2001 (the
"Indenture") between the Issuer and U.S. Bank National Association, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given them
in the Indenture.

         This letter relates to__________ Shares represented by the accompanying
certificate(s) that were issued upon conversion of Securities and which are held
in the name of [name of transferor] (the "Transferor") to effect the transfer of
such Shares.

         In connection with the transfer of such Shares, the undersigned
confirms that such Shares are being transferred:

         CHECK ONE BOX BELOW

         (1) [ ]  to the Issuer; or

         (2) [ ]  pursuant to and in compliance with Regulation S under the
                  Securities Act of 1933; or

         (3) [ ]  to an institutional "accredited investor" (as defined in
                  Rule 501(a)(1), (2), (3) or (7) under the Securities Act of
                  1933) that has furnished to the transfer agent a signed letter
                  containing certain representations and agreements (the form of
                  which letter can be obtained from the Issuer or transfer
                  agent); or

         (4) [ ]  pursuant to an exemption from registration under the
                  Securities Act of 1933 provided by Rule 144 thereunder.

         Unless one of the boxes is checked, the transfer agent will refuse to
register any of the Shares evidenced by this certificate in the name of any
person other than the registered holder thereof; provided, however, that if box
(2), (3) or (4) is checked, the transfer agent may require,

                                       F-1
<PAGE>

prior to registering any such transfer of the Shares such certifications and
other information, and if box (4) is checked such legal opinions, as the Issuer
reasonably requests in writing, by delivery to the transfer agent of a standing
letter of instruction, 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.

                                      [Name of Transferor],

                                      By______________________________________
                                      Name:___________________________________
                                      Title:___________________________________

Dated:

                                       F-2
<PAGE>

                                    EXHIBIT G

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
CONTINGENT INTEREST PAYMENT SCHEDULES
              (PER BOND)
----------------------------------------------------------------------------------------------------------------------------
                                      Projected
                                      Contingent                   Regular                  Expected              Total
                                       Interest                    Interest                 Convert              Expected
          Year                         Schedule                    Payment                   Value                Payout
----------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                          <C>                     <C>                   <C>
                                          -                           -                         -                     -
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                     $1,000.00
------------------------------------------------------------------------------------------------------------------------------
          0.5                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          1.0                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          1.5                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          2.0                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          2.5                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          3.0                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          3.5                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          4.0                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          4.5                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          5.0                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          5.5                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          6.0                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          6.5                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          7.0                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          7.5                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          8.0                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          8.5                             -                        (17.50)                                              (17.50)
------------------------------------------------------------------------------------------------------------------------------
          9.0                           (2.06)                     (17.50)                                              (19.56)
------------------------------------------------------------------------------------------------------------------------------
          9.5                           (2.06)                     (17.50)                                              (19.56)
------------------------------------------------------------------------------------------------------------------------------
         10.0                           (2.06)                     (17.50)                                              (19.56)
------------------------------------------------------------------------------------------------------------------------------
         10.5                           (2.06)                     (17.50)                                              (19.56)
------------------------------------------------------------------------------------------------------------------------------
         11.0                           (2.06)                     (17.50)                                              (19.56)
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       F-1
<PAGE>

<TABLE>
<S>                                     <C>                        <C>                                                  <C>
------------------------------------------------------------------------------------------------------------------------------
          11.5                          (2.06)                     (17.50)                                              (19.56)
------------------------------------------------------------------------------------------------------------------------------
          12.0                          (2.06)                     (17.50)                                              (19.56)
------------------------------------------------------------------------------------------------------------------------------
          12.5                          (2.07)                     (17.50)                                              (19.57)
------------------------------------------------------------------------------------------------------------------------------
          13.0                          (2.16)                     (17.50)                                              (19.66)
------------------------------------------------------------------------------------------------------------------------------
          13.5                          (2.26)                     (17.50)                                              (19.76)
------------------------------------------------------------------------------------------------------------------------------
          14.0                          (2.37)                     (17.50)                                              (19.87)
------------------------------------------------------------------------------------------------------------------------------
          14.5                          (2.48)                     (17.50)                                              (19.98)
------------------------------------------------------------------------------------------------------------------------------
          15.0                          (2.59)                     (17.50)                                              (20.09)
------------------------------------------------------------------------------------------------------------------------------
          15.5                          (2.71)                     (17.50)                                              (20.21)
------------------------------------------------------------------------------------------------------------------------------
          16.0                          (2.83)                     (17.50)                                              (20.33)
------------------------------------------------------------------------------------------------------------------------------
          16.5                          (2.96)                     (17.50)                                              (20.46)
------------------------------------------------------------------------------------------------------------------------------
          17.0                          (3.09)                     (17.50)                                              (20.59)
------------------------------------------------------------------------------------------------------------------------------
          17.5                          (3.23)                     (17.50)                                              (20.73)
------------------------------------------------------------------------------------------------------------------------------
          18.0                          (3.38)                     (17.50)                                              (20.88)
------------------------------------------------------------------------------------------------------------------------------
          18.5                          (3.54)                     (17.50)                                              (21.04)
------------------------------------------------------------------------------------------------------------------------------
          19.0                          (3.69)                     (17.50)                                              (21.19)
------------------------------------------------------------------------------------------------------------------------------
          19.5                          (3.87)                     (17.50)                                              (21.37)
------------------------------------------------------------------------------------------------------------------------------
          20.0                          (4.04)                     (17.50)                 (3,230.49)                (3,252.03)
------------------------------------------------------------------------------------------------------------------------------
          IRR                                                                                                             8.25%
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       F-2