<PAGE>

                                                                     EXHIBIT 4.1

                                                                  Execution Copy
================================================================================

                        CYPRESS SEMICONDUCTOR CORPORATION
      1.25% CONVERTIBLE SUBORDINATED PLUS CASH NOTES(SM) DUE JUNE 15, 2008

                              --------------------
                                    INDENTURE
                            DATED AS OF JUNE 3, 2003

                              --------------------
                         U.S. BANK NATIONAL ASSOCIATION
                                   AS TRUSTEE

================================================================================
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                                                                                                               <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE............................................................   1
         SECTION 1.1.    DEFINITIONS............................................................................   1
         SECTION 1.2.    OTHER DEFINITIONS......................................................................   6
         SECTION 1.3.    TRUST INDENTURE ACT PROVISIONS.........................................................   7
         SECTION 1.4.    RULES OF CONSTRUCTION..................................................................   8

ARTICLE 2 THE SECURITIES........................................................................................   8
         SECTION 2.1.    FORM AND DATING........................................................................   8
         SECTION 2.2.    EXECUTION AND AUTHENTICATION..........................................................   10
         SECTION 2.3.    REGISTRAR, PAYING AGENT AND CONVERSION AGENT...........................................  10
         SECTION 2.4.    PAYING AGENT TO HOLD MONEY IN TRUST....................................................  11
         SECTION 2.5.    SECURITYHOLDER LISTS...................................................................  11
         SECTION 2.6.    TRANSFER AND EXCHANGE..................................................................  11
         SECTION 2.7.    REPLACEMENT SECURITIES.................................................................  12
         SECTION 2.8.    OUTSTANDING SECURITIES.................................................................  13
         SECTION 2.9.    TREASURY SECURITIES....................................................................  13
         SECTION 2.10.   TEMPORARY SECURITIES...................................................................  14
         SECTION 2.11.   CANCELLATION...........................................................................  14
         SECTION 2.12.   LEGEND; ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS..................................  14
         SECTION 2.13.   CUSIP NUMBERS..........................................................................  17

ARTICLE 3 REDEMPTION AND PURCHASES..............................................................................  17
         SECTION 3.1.    RIGHT TO REDEEM; NOTICE TO TRUSTEE.....................................................  17
         SECTION 3.2.    SELECTION OF SECURITIES TO BE REDEEMED.................................................  17
         SECTION 3.3.    NOTICE OF REDEMPTION...................................................................  18
         SECTION 3.4.    EFFECT OF NOTICE OF REDEMPTION.........................................................  19
         SECTION 3.5.    DEPOSIT OF REDEMPTION PRICE............................................................  19
         SECTION 3.6.    SECURITIES REDEEMED IN PART............................................................  19
         SECTION 3.7.    CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION..........................................  19
         SECTION 3.8.    PURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON CHANGE IN CONTROL..................  20
         SECTION 3.9.    EFFECT OF CHANGE IN CONTROL PURCHASE NOTICE............................................  23
         SECTION 3.10.   DEPOSIT OF CHANGE IN CONTROL PURCHASE PRICE............................................  23
         SECTION 3.11.   SECURITIES PURCHASED IN PART...........................................................  24
         SECTION 3.12.   COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES............................  24
         SECTION 3.13.   REPAYMENT TO THE COMPANY...............................................................  24

ARTICLE 4 CONVERSION............................................................................................  24
         SECTION 4.1.    CONVERSION PRIVILEGE...................................................................  24
         SECTION 4.2.    Termination of Conversion Rights.......................................................  25
         SECTION 4.3.    CONVERSION PROCEDURE...................................................................  27
         SECTION 4.4.    FRACTIONAL SHARES......................................................................  28
         SECTION 4.5.    TAXES ON CONVERSION....................................................................  28
         SECTION 4.6.    COMPANY TO PROVIDE STOCK...............................................................  29
         SECTION 4.7.    ADJUSTMENT OF CONVERSION RATE..........................................................  29
         SECTION 4.8.    NO ADJUSTMENT..........................................................................  34
         SECTION 4.9.    ADJUSTMENT FOR TAX PURPOSES............................................................  34
</TABLE>

                                                                             -i-
<PAGE>

                                TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
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<S>                                                                                                               <C>
         SECTION 4.10.   NOTICE OF ADJUSTMENT...................................................................  34
         SECTION 4.11.   NOTICE OF CERTAIN TRANSACTIONS.........................................................  34
         SECTION 4.12.   EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON CONVERSION PRIVILEGE......  35
         SECTION 4.13.   TRUSTEE'S DISCLAIMER...................................................................  36

ARTICLE 5 SUBORDINATION.........................................................................................  36
         SECTION 5.1.    AGREEMENT OF SUBORDINATION.............................................................  36
         SECTION 5.2.    PAYMENTS TO HOLDERS....................................................................  36
         SECTION 5.3.    SUBROGATION OF SECURITIES..............................................................  39
         SECTION 5.4.    AUTHORIZATION TO EFFECT SUBORDINATION..................................................  39
         SECTION 5.5.    NOTICE TO TRUSTEE......................................................................  40
         SECTION 5.6.    TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS..............................................  40
         SECTION 5.7.    NO IMPAIRMENT OF SUBORDINATION.........................................................  41
         SECTION 5.8.    CERTAIN CONVERSIONS DEEMED PAYMENT.....................................................  41
         SECTION 5.9.    ARTICLE APPLICABLE TO PAYING AGENTS....................................................  41
         SECTION 5.10.   SENIOR INDEBTEDNESS ENTITLED TO RELY...................................................  42

ARTICLE 6 COVENANTS.............................................................................................  42
         SECTION 6.1.    PAYMENT OF SECURITIES..................................................................  42
         SECTION 6.2.    SEC REPORTS............................................................................  42
         SECTION 6.3.    COMPLIANCE CERTIFICATES................................................................  42
         SECTION 6.4.    FURTHER INSTRUMENTS AND ACTS...........................................................  43
         SECTION 6.5.    MAINTENANCE OF CORPORATE EXISTENCE.....................................................  43
         SECTION 6.6.    RULE 144A INFORMATION REQUIREMENT......................................................  43
         SECTION 6.7.    STAY, EXTENSION AND USURY LAWS.........................................................  43
         SECTION 6.8.    PAYMENT OF ADDITIONAL INTEREST.........................................................  43

ARTICLE 7 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE..................................................  44
         SECTION 7.1.    COMPANY MAY CONSOLIDATE, ETC, ONLY ON CERTAIN TERMS....................................  44
         SECTION 7.2.    SUCCESSOR SUBSTITUTED..................................................................  44

ARTICLE 8 DEFAULT AND REMEDIES..................................................................................  45
         SECTION 8.1.    EVENTS OF DEFAULT......................................................................  45
         SECTION 8.2.    ACCELERATION...........................................................................  46
         SECTION 8.3.    OTHER REMEDIES.........................................................................  46
         SECTION 8.4.    WAIVER OF DEFAULTS AND EVENTS OF DEFAULT...............................................  47
         SECTION 8.5.    CONTROL BY MAJORITY....................................................................  47
         SECTION 8.6.    LIMITATIONS ON SUITS...................................................................  47
         SECTION 8.7.    RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT....................................  48
         SECTION 8.8.    COLLECTION SUIT BY TRUSTEE.............................................................  48
         SECTION 8.9.    TRUSTEE MAY FILE PROOFS OF CLAIM.......................................................  48
         SECTION 8.10.   PRIORITIES.............................................................................  48
         SECTION 8.11.   UNDERTAKING FOR COSTS..................................................................  49

ARTICLE 9 TRUSTEE...............................................................................................  49
         SECTION 9.1.    DUTIES OF TRUSTEE......................................................................  49
</TABLE>

                                                                            -ii-
<PAGE>

                                TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
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         SECTION 9.2.    RIGHTS OF TRUSTEE......................................................................  50
         SECTION 9.3.    INDIVIDUAL RIGHTS OF TRUSTEE...........................................................  51
         SECTION 9.4.    TRUSTEE'S DISCLAIMER...................................................................  51
         SECTION 9.5.    NOTICE OF DEFAULT OR EVENTS OF DEFAULT.................................................  51
         SECTION 9.6.    REPORTS BY TRUSTEE TO HOLDERS..........................................................  51
         SECTION 9.7.    COMPENSATION AND INDEMNITY.............................................................  52
         SECTION 9.8.    REPLACEMENT OF TRUSTEE.................................................................  52
         SECTION 9.9.    SUCCESSOR TRUSTEE BY MERGER, ETC.......................................................  53
         SECTION 9.10.   ELIGIBILITY; DISQUALIFICATION..........................................................  53
         SECTION 9.11.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY......................................  53

ARTICLE 10 SATISFACTION AND DISCHARGE OF INDENTURE..............................................................  54
         SECTION 10.1.   SATISFACTION AND DISCHARGE OF INDENTURE................................................  54
         SECTION 10.2.   APPLICATION OF TRUST MONEY.............................................................  55
         SECTION 10.3.   REPAYMENT TO COMPANY...................................................................  55
         SECTION 10.4.   REINSTATEMENT..........................................................................  55

ARTICLE 11 AMENDMENTS, SUPPLEMENTS AND WAIVERS..................................................................  55
         SECTION 11.1.   WITHOUT CONSENT OF HOLDERS.............................................................  55
         SECTION 11.2.   WITH CONSENT OF HOLDERS................................................................  56
         SECTION 11.3.   COMPLIANCE WITH TRUST INDENTURE ACT....................................................  57
         SECTION 11.4.   REVOCATION AND EFFECT OF CONSENTS......................................................  57
         SECTION 11.5.   NOTATION ON OR EXCHANGE OF SECURITIES..................................................  57
         SECTION 11.6.   TRUSTEE TO SIGN AMENDMENTS, ETC........................................................  58

ARTICLE 12 MISCELLANEOUS........................................................................................  58
         SECTION 12.1.   TRUST INDENTURE ACT CONTROLS...........................................................  58
         SECTION 12.2.   NOTICES................................................................................  58
         SECTION 12.3.   COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS...........................................  59
         SECTION 12.4.   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.....................................  59
         SECTION 12.5.   RECORD DATE FOR VOTE, WAIVER OR CONSENT OF SECURITYHOLDERS.............................  60
         SECTION 12.6.   RULES BY TRUSTEE, PAYING AGENT, REGISTRAR AND CONVERSION AGENT.........................  60
         SECTION 12.7.   LEGAL HOLIDAYS.........................................................................  60
         SECTION 12.8.   GOVERNING LAW..........................................................................  60
         SECTION 12.9.   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS..........................................  60
         SECTION 12.10.  NO RECOURSE AGAINST OTHERS.............................................................  61
         SECTION 12.11.  SUCCESSORS.............................................................................  61
         SECTION 12.12.  MULTIPLE COUNTERPARTS..................................................................  61
         SECTION 12.13.  SEPARABILITY...........................................................................  61
         SECTION 12.14.  TABLE OF CONTENTS, HEADINGS, ETC.......................................................  61
</TABLE>

                                                                           -iii-
<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
  TIA                                                                                    INDENTURE
SECTION                                                                                   SECTION
-------                                                                                   -------
<S>                                                                                      <C>
Section     310(a)(1).................................................................    9.10
            (a)(2)....................................................................    9.10
            (a)(3)....................................................................    N.A.**
            (a)(4)....................................................................    N.A.
            (a)(5)....................................................................    9.10
            (b).......................................................................    9.8; 9.10
            (c).......................................................................    N.A.
Section     311(a)....................................................................    9.11
            (b).......................................................................    9.11
            (c).......................................................................    N.A.
Section     312(a)....................................................................    2.5
            (b).......................................................................    12.3
            (c).......................................................................    12.3
Section     313(a)....................................................................    9.6
            (b)(1)....................................................................    N.A.
            (b)(2)....................................................................    9.6
            (c).......................................................................    9.6; 12.2
            (d).......................................................................    9.6
Section     314(a)....................................................................    6.2; 6.4; 12.2
            (b).......................................................................    N.A.
            (c)(1)....................................................................    12.4(a)
            (c)(2)....................................................................    12.4(a)
            (c)(3)....................................................................    N.A.
            (d).......................................................................    N.A.
            (e).......................................................................    12.4(b)
            (f).......................................................................    N.A.
Section     315(a)....................................................................    9.1(b)
            (b).......................................................................    9.5; 12.2
            (c).......................................................................    9.1(a)
            (d).......................................................................    9.1(c)
            (e).......................................................................    8.11
Section     316(a)(last sentence).....................................................    2.9
            (a)(1)(A).................................................................    8.5
            (a)(1)(B).................................................................    8.4
            (a)(2)....................................................................    N.A.
            (b).......................................................................    8.7
            (c).......................................................................    12.5
Section     317(a)(1).................................................................    8.8
            (a)(2)....................................................................    8.9
            (b).......................................................................    2.4
</TABLE>

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

**  N.A. means Not Applicable.

                                                                             -v-
<PAGE>

         THIS INDENTURE dated as of June 3, 2003 is between Cypress
Semiconductor Corporation, a Delaware corporation (the "Company"), and U.S. Bank
National Association, a national banking association organized and existing
under the laws of the United States, as Trustee (the "Trustee").

         In consideration of the premises and the purchase of the Securities by
the Holders thereof, both parties agree as follows for the benefit of the other
and for the equal and ratable benefit of the registered Holders of the Company's
1.25% Convertible Subordinated Plus Cash Notes due June 15, 2008:

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1 DEFINITIONS.

         "Additional Interest" has the meaning specified in Section 3 of the
Registration Rights Agreement. All references herein to interest accrued or
payable as of any date shall include any Additional Interest accrued or payable
as of such date as provided in the Registration Rights Agreement.

         "Affiliate" means, with respect to any specified person, 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" means any Registrar, Paying Agent or Conversion Agent.

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

         "Board of Directors" means either the board of directors of the Company
or any committee of the Board of Directors authorized to act for it with respect
to this Indenture.

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

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

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

         "Certificated Security" means a Security that is in substantially the
form attached hereto as Exhibit A and that does not include the information or
the schedule called for by footnotes 1, 3 and 4 thereof.

         "Closing Price" has the meaning specified in Section 4.7(e).

<PAGE>

         "Common Stock" means the common stock of the Company, $.01 par value
per share, as it exists on the date of this Indenture and any shares of any
class or classes of Capital Stock of the Company resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which are
not subject to redemption by the Company; provided, however, that if at any time
there shall be more than one such resulting class, the shares of each such class
then so issuable on conversion of Securities (to the extent that a Conversion
Termination has not occurred pursuant to the provisions of Section 4.2 of this
Indenture) shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

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

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time the trust created by this Indenture shall be
administered which office at the date of the execution of this Indenture is
located at 550 S. Hope Street, 5th Floor, Los Angeles, California 90071,
Attention: Corporate Trust Services (Cypress Semiconductor Corporation -- 1.25%
Convertible Subordinated Plus Cash Notes due June 15, 2008) or at any other time
at such other address as the Trustee may designate from time to time by notice
to the Company.

         "Default" or "default" means, when used with respect to the Securities,
any event which is or, after notice or passage of time or both, would be an
Event of Default.

         "Designated Senior Indebtedness" means any particular Senior
Indebtedness of the Company in which the instrument creating or evidencing the
same or the assumption or guarantee thereof or any related agreements or
documents to which the Company is a party expressly provides that such Senior
Indebtedness shall be "Designated Senior Indebtedness" for purposes of this
Indenture (provided that such instrument, agreement or other document may place
limitations and conditions on the right of such Senior Indebtedness to exercise
the rights of Designated Senior Indebtedness). If any payment made to any holder
of any Designated Senior Indebtedness or its Representative with respect to such
Designated Senior Indebtedness is rescinded or must otherwise be returned by
such holder or Representative upon the insolvency, bankruptcy or reorganization
of the Company or otherwise, the reinstated Indebtedness of the Company arising
as a result of such rescission or return shall constitute Designated Senior
Indebtedness effective as of the date of such rescission or return.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, as in effect from time to
time.

         "Final Maturity Date" means June 15, 2008.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the date of this Indenture, including those
set forth in (1) the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, (2) the
statements and pronouncements of the Financial Accounting Standards Board, (3)
such other statements by such other entity as approved by a significant segment
of the accounting profession and (4) the rules and regulations of the SEC
governing the inclusion of financial statements (including pro forma financial
statements) in registration

                                                                             -2-
<PAGE>

statements filed under the Securities Act and 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.

         "Global Security" means a permanent global security that is in
substantially the form attached hereto as Exhibit A and that includes the
information and schedule called for by footnotes 1, 3 and 4 thereof and which is
deposited with the Depositary or its custodian and registered in the name of the
Depositary or its nominee.

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

         "Indebtedness" means, with respect to any Person, and without
duplication, (a) all indebtedness, obligations and other liabilities (contingent
or otherwise) of such Person for borrowed money, including obligations of such
Person (i) in respect of overdrafts, foreign exchange contracts, currency
exchange agreements, interest rate protection agreements, and any loans or
advances from banks, whether or not evidenced by notes or similar instruments or
(ii) evidenced by bonds, debentures, notes or similar instruments, whether or
not the recourse of the lender is to the whole of the assets of such Person or
to only a portion thereof, other than any accounts payable or other accrued
current liability or obligation incurred in the ordinary course of business in
connection with the obtaining of materials or services, (b) all reimbursement
obligations and other liabilities (contingent or otherwise) of such Person with
respect to letters of credit, bank guarantees or bankers' acceptances, (c) all
obligations and other liabilities (contingent or otherwise) in respect of leases
of such Person required, in conformity with GAAP, to be accounted for as
capitalized lease obligations on the balance sheet of such Person, (d) all
obligations and other liabilities (contingent or otherwise) of such Person (A)
under other leases for facilities equipment or related assets, whether or not
capitalized, entered into or leased for financing purposes (as determined by the
Company) or (B) under any lease or related document (including a purchase
agreement) in connection with the lease of real property (or improvements
thereon) which provides that such Person is contractually obligated to purchase
or cause a third party to purchase the leased property and thereby guarantee a
minimum residual value of the leased property to the lessor and the obligations
of such Person under such lease or related document to purchase or to cause a
third party to purchase such leased property, (e) all obligations and other
liabilities (contingent or otherwise) of such Person with respect to any
interest rate, currency or other swap, cap, floor or collar agreement, hedge
agreement, forward contract or other similar instrument or agreement or foreign
currency hedge, exchange, purchase or similar instrument or agreement; (f) all
direct or indirect guarantees, agreements to be jointly liable or similar
agreements by such Person in respect of, and obligations or liabilities,
contingent or otherwise, of such Person to purchase or otherwise acquire or
otherwise assure a creditor against loss in respect of, indebtedness,
obligations or liabilities of another Person of the kind described in clauses
(a) through (e), (g) any indebtedness or other obligations described in clauses
(a) through (e) secured by any mortgage, pledge, lien or encumbrance existing on
property which is owned or held by such Person, regardless of whether the
indebtedness or other obligation secured thereby shall have been assumed by such
Person and (h) any and all deferrals, renewals, extensions and refundings of, or
amendments, modifications or supplements to, any indebtedness, obligation or
liability of the kind described in clauses (a) through (g).

         "Indenture" means this Indenture as amended or supplemented from time
to time pursuant to the terms of this Indenture.

         "Initial Purchasers" mean U.S. Bancorp Piper Jaffray Inc., Credit
Suisse First Boston LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and
Wachovia Securities, Inc.

                                                                             -3-
<PAGE>

         "Issue Date" shall mean June 3, 2003.

         "Officer" means the Chairman or any Co-Chairman of the Board, any Vice
Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer,
the Chief Legal Officer, the Treasurer, any Assistant Treasurer, the President,
any Vice President, the Chief Financial Officer, the Controller, the Secretary
or any Assistant Secretary of the Company.

         "Officers' Certificate" means a certificate signed by two Officers;
provided, however, that for purposes of Section 4.12 and Section6.3, "Officers'
Certificate" means a certificate signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company and
by one other Officer.

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

         "Person" or "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" or "principal" of a debt security, including the
Securities, means the principal of the security plus, when appropriate, the
premium, if any, on the security.

         "Redemption Date" or "redemption date" when used with respect to any
Security to be redeemed, means the date fixed for such redemption pursuant to
this Indenture.

         "Registration Rights Agreement" means the Registration Rights Agreement
dated as of June 3, 2003, between the Company and the Initial Purchasers.

         "Representative" means the (a) indenture trustee or other trustee,
agent or representative for any Senior Indebtedness or (b) with respect to any
Senior Indebtedness that does not have any such trustee, agent or other
representative, (i) in the case of such Senior Indebtedness issued pursuant to
an agreement providing for voting arrangements as among the holders or owners of
such Senior Indebtedness, any holder or owner of such Senior Indebtedness acting
with the consent of the required persons necessary to bind such holders or
owners of such Senior Indebtedness and (ii) in the case of all other such Senior
Indebtedness, the holder or owner of such Senior Indebtedness.

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

         "Restricted Security" means a Security required to bear the restrictive
legend set forth in the form of Security set forth in Exhibit A of this
Indenture.

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

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

         "SEC" means the Securities and Exchange Commission.

                                                                             -4-
<PAGE>

         "Securities" means the 1.25% Convertible Subordinated Plus Cash Notes
due June 15, 2008 or any of them (each, a "Security"), as amended or
supplemented from time to time, that are issued under this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.

         "Securities Custodian" means the Trustee, as custodian with respect to
the Securities in global form, or any successor thereto.

         "Senior Indebtedness" means the principal of, premium, if any, interest
(including all interest accruing after the commencement of any bankruptcy or
similar proceeding, whether or not a claim for post-petition interest is
allowable as a claim in any such proceeding), and rent payable on or in
connection with, and all fees, costs, expenses and other amounts accrued or due
on or in connection with, Indebtedness of the Company, whether outstanding on
the date of this Indenture or thereafter created, incurred, assumed, guaranteed
or in effect guaranteed by the Company, including all deferrals, renewals,
extensions or refundings of, or amendments, modifications or supplements to, the
foregoing, unless in the case of any particular Indebtedness the instrument
creating or evidencing the same or the assumption or guarantee thereof expressly
provides that such Indebtedness shall not be senior in right of payment to the
Securities or expressly provides that such Indebtedness is "pari passu" or
"junior" to the Securities. Notwithstanding the foregoing, the term Senior
Indebtedness shall not include any (i) Indebtedness of the Company to any
Subsidiary of the Company, (ii) the Company's 4% Convertible Subordinated Notes
due February 1, 2005 and (iii) the Company's 3.75% Convertible Subordinated
Notes due July 1, 2005. If any payment made to any holder of any Senior
Indebtedness or its Representative with respect to such Senior Indebtedness is
rescinded or must otherwise be returned by such holder or Representative upon
the insolvency, bankruptcy or reorganization of the Company or otherwise, the
reinstated Indebtedness of the Company arising as a result of such rescission or
return shall constitute Senior Indebtedness effective as of the date of such
rescission or return.

         "Subsidiary" means, in respect of any Person, 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, general partners or
trustees thereof 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.

         "TIA" means the Trust Indenture Act of 1939, as amended, and the rules
and regulations thereunder as in effect on the date of this Indenture, except as
provided in Section 11.3, and except to the extent any amendment to the Trust
Indenture Act expressly provides for application of the Trust Indenture Act as
in effect on another date.

         "Trading Day" means, with respect to any security, each Monday,
Tuesday, Wednesday, Thursday and Friday, other than any day on which securities
are not generally traded on the principal exchange or market in which such
security is traded.

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

                                                                             -5-
<PAGE>

         "Trust Officer" means, with respect to the Trustee, any officer
assigned to the Corporate Trust Office, and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.

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

         "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof under ordinary circumstances have the power to vote in
the election of the board of directors, managers or trustees of any Person (or
other persons performing similar functions), irrespective of whether or not, at
the time, Capital Stock of any other class or classes shall have, or might have,
voting power by reason of the happening of any contingency.

         SECTION 1.2. OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                           TERM                                             DEFINED IN SECTION
---------------------------------------------------------------------------------------     ------------------
<S>                                                                                         <C>
"Additional Conversion Payment"........................................................          4.1(b)
"Additional Conversion Payment Price"..................................................          4.1(b)
"Agent Members"........................................................................          2.1(b)
"Average Closing Price"................................................................          4.1(b)
"Bankruptcy Law".......................................................................          8.1
"Change in Control"....................................................................          3.8(a)
"Change in Control Purchase Date"......................................................          3.8(a)
"Change in Control Purchase Notice"....................................................          3.8(c)
"Change in Control Purchase Price".....................................................          3.8(a)
"Closing Price"........................................................................          4.7(e)
"Company Order"........................................................................          2.2
"Conversion Agent".....................................................................          2.3
"Conversion Date"......................................................................          4.3
"Conversion Rate"......................................................................          4.1(a)
"Conversion Right".....................................................................          4.2(a)
"Conversion Termination"...............................................................          4.2(a)
"Conversion Termination Date"..........................................................          4.2(a)
"Conversion Termination Notice"........................................................          4.2(a)
"Conversion Termination Notice Date"...................................................          4.2(a)
"Conversion Termination Trigger Event".................................................          4.2(a)
"Conversion Value".....................................................................          4.2(a)
"Current Market Price".................................................................          4.7(e)
"Custodian"............................................................................          8.1
"DTC"..................................................................................          2.1
"Depositary"...........................................................................          2.1
"Determination Date"...................................................................          4.7(d)(1)
"Event of Default".....................................................................          8.1
"Expiration Date"......................................................................          4.7(d)(2)
"Expiration Time"......................................................................          4.7(d)(2)
"Legal Holiday"........................................................................          12.7
"Legend" ..............................................................................          2.12
</TABLE>

                                                                             -6-
<PAGE>

<TABLE>
<CAPTION>
                                           TERM                                             DEFINED IN SECTION
---------------------------------------------------------------------------------------     ------------------
<S>                                                                                         <C>
"Make-Whole Payment"...................................................................          4.2(a)
"NASDAQ"...............................................................................          4.7(e)
"Notice Date" .........................................................................          3.1
"NYSE".................................................................................          4.1(b)
"Paying Agent".........................................................................          2.3
"Payment Blockage Notice"..............................................................          5.2
"Primary Registrar"....................................................................          2.3
"Purchase Agreement"...................................................................          2.1
"Purchased Shares".....................................................................          4.7(d)(2)
"QIB"..................................................................................          2.1
"Redemption Price".....................................................................          3.1
"Registrar"............................................................................          2.3
"Shelf Registration Statement".........................................................          4.2(a)
"tender offer".........................................................................          4.7(d)(3)
"Trigger Event"........................................................................          4.7(c)
"Triggering Distribution"..............................................................          4.7(d)(1)
"Unissued Shares"......................................................................          3.8(a)
</TABLE>

         SECTION 1.3. TRUST INDENTURE ACT PROVISIONS.

         Whenever this Indenture refers to a provision of the TIA, that
provision is incorporated by reference in and made a part of this Indenture. The
Indenture shall also include those provisions of the TIA required to be included
herein by the provisions of the Trust Indenture Reform Act of 1990. The
following TIA terms used in this Indenture have the following meanings:

         "indenture securities" means the Securities;

         "indenture security holder" means a Securityholder;

         "indenture to be qualified" means this Indenture;

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

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

         All other terms used in this Indenture that are defined in the TIA,
defined by TIA reference to another statute or defined by any SEC rule and not
otherwise defined herein have the meanings assigned to them therein.

                                                                             -7-
<PAGE>

         SECTION 1.4. RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

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

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

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

                  (D)      provisions apply to successive events and
transactions;

                  (E)      the term "merger" includes a statutory share exchange
and the term "merged" has a correlative meaning;

                  (F)      the masculine gender includes the feminine and the
neuter;

                  (G)      references to agreements and other instruments
include subsequent amendments thereto; and

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

                                    ARTICLE 2
                                 THE SECURITIES

         SECTION 2.1. FORM AND DATING.

         The Securities and the Trustee's certificate of authentication shall be
substantially in the respective forms set forth in Exhibit A, which Exhibit is
incorporated in and made part of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
usage. The Company shall provide any such notations, legends or endorsements to
the Trustee in writing. Each Security shall be dated the date of its
authentication. The Securities are being offered and sold by the Company
pursuant to a Purchase Agreement, dated May 29, 2003 (the "Purchase Agreement"),
among the Company and the several Initial Purchasers, in transactions exempt
from, or not subject to, the registration requirements of the Securities Act.

         (a) Restricted Global Securities. All of the Securities are initially
being offered and sold to qualified institutional buyers as defined in Rule 144A
(collectively, "QIBs" or individually, each a "QIB") in reliance on Rule 144A
under the Securities Act and shall be issued initially in the form of one or
more Restricted Global Securities, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Trustee, at its
Corporate Trust Office, as custodian for the depositary, The Depository Trust
Company ("DTC") (such depositary, or any successor thereto, being hereinafter
referred to as the "Depositary"), and registered in the name of its nominee,
Cede & Co., for the accounts of participants in the Depositary duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of the Restricted Global Securities may from time to
time be increased or

                                                                             -8-
<PAGE>

decreased by adjustments made on the records of the Securities Custodian as
hereinafter provided, subject in each case to compliance with the Applicable
Procedures.

         (b) Global Securities In General. Each Global Security shall represent
such of the outstanding Securities as shall be specified therein and each shall
provide that it shall represent the aggregate amount of outstanding Securities
from time to time endorsed thereon and that the aggregate amount of outstanding
Securities represented thereby may from time to time be reduced or increased, as
appropriate, to reflect replacements, exchanges, redemptions, purchases or
conversions (to the extent that a Conversion Termination has not occurred
pursuant to the provisions of Section 4.2 of this Indenture) of such Securities.
Any adjustment of the aggregate principal amount of a Global Security to reflect
the amount of any increase or decrease in the amount of outstanding Securities
represented thereby shall be made by the Trustee in accordance with instructions
given by the Holder thereof as required by Section 2.12 hereof and shall be made
on the records of the Trustee and the Depositary.

         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 under the Global Security, and the Depositary
(including, for this purpose, its nominee) may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner and
Holder of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall (A) prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or (B)
impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

         (c) Book Entry Provisions. The Company shall execute and the Trustee
shall, in accordance with this Section 2.1(c), authenticate and deliver
initially one or more Global Securities that (i) shall be registered in the name
of the Depositary or its nominee, (ii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instructions and (iii) shall bear
legends substantially to the following effect:

"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO CYPRESS SEMICONDUCTOR CORPORATION (THE "COMPANY") OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY

                                                                             -9-
<PAGE>

THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY."

         SECTION 2.2. EXECUTION AND AUTHENTICATION.

         An Officer shall sign the Securities for the Company by manual or
facsimile signature attested by the manual or facsimile signature of the
Secretary or an Assistant Secretary of the Company. Typographic and other minor
errors or defects in any such facsimile signature shall not affect the validity
or enforceability of any Security which has been authenticated and delivered by
the Trustee.

         If an Officer 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.

         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 shall authenticate and make available for delivery
Securities for original issue in the aggregate principal amount of up to
$650,000,000 upon receipt of a written order or orders of the Company signed by
two Officers of the Company (a "Company Order"). The Company Order shall specify
the amount of Securities to be authenticated, shall provide that all such
Securities will be represented by a Restricted Global Security and the date on
which each original issue of Securities is to be authenticated. The aggregate
principal amount of Securities outstanding at any time may not exceed
$650,000,000 except as provided in Section 2.7.

         The Trustee shall act as the initial authenticating agent. Thereafter,
the Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent shall have the same rights as an Agent to deal with the
Company or an Affiliate of the Company.

         The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 principal amount and any integral
multiple thereof.

         SECTION 2.3. REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

         The Company shall maintain one or more offices or agencies where
Securities may be presented for registration of transfer or for exchange (each,
a "Registrar"), one or more offices or agencies where Securities may be
presented for payment (each, a "Paying Agent"), one or more offices or agencies
where Securities may be presented for conversion (to the extent that a
Conversion Termination has not occurred pursuant to the provisions of Section
4.2 of this Indenture) (each, a "Conversion Agent") and one or more offices or
agencies where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company will at all times
maintain a Paying Agent, Conversion Agent (to the extent that a Conversion
Termination has not occurred pursuant to the provisions of Section 4.2 of this
Indenture), Registrar and an office or agency where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served
in the Borough of Manhattan, The City of New York. One of the Registrars (the
"Primary Registrar") shall keep a register of the Securities and of their
transfer and exchange.

                                                                            -10-
<PAGE>

         The Company shall enter into an appropriate agency agreement with any
Agent that is not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall notify
the Trustee of the name and address of any Agent not a party to this Indenture.
If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent (to
the extent that a Conversion Termination has not occurred pursuant to the
provisions of Section 4.2 of this Indenture) or agent for service of notices and
demands in any place required by this Indenture, or fails to give the foregoing
notice, the Trustee shall act as such. The Company or any Affiliate of the
Company may act as Paying Agent (except for the purposes of Section 6.1 and
Article 10).

         The Company hereby initially designates the Trustee as Paying Agent,
Registrar, Primary Registrar, Securities Custodian and Conversion Agent, and
each of the Corporate Trust Office of the Trustee and the office or agency of
the Trustee in the Borough of Manhattan, The City of New York (which shall
initially be the Trustee), one such office or agency of the Company for each of
the aforesaid purposes.

         SECTION 2.4. PAYING AGENT TO HOLD MONEY IN TRUST.

         Prior to 11:00 a.m., New York City time, on each due date of the
principal of or interest on any Securities, the Company shall deposit with a
Paying Agent a sum sufficient to pay such principal or interest so becoming due.
Subject to Section 5.2, a 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 of or interest on the Securities, and shall notify the
Trustee of any default by the Company (or any other obligor on the Securities)
in making any such payment. If the Company or an Affiliate of the Company acts
as Paying Agent, it shall, before 11:00 a.m., New York City time, on each due
date of the principal of or interest on any Securities, segregate the money and
hold it as a separate trust fund. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee, and the Trustee may at any
time during the continuance of any default, upon written request to a Paying
Agent, require such Paying Agent to pay forthwith to the Trustee all sums so
held in trust by such Paying Agent. Upon doing so, the Paying Agent (other than
the Company) shall have no further liability for the money.

         SECTION 2.5. SECURITYHOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Primary Registrar, the Company shall
furnish to the Trustee on or before each semiannual 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 2.6. TRANSFER AND EXCHANGE.

         (a) Subject to compliance with any applicable additional requirements
contained in Section 2.12, when a Security is presented to a Registrar with a
request to register a transfer thereof or to exchange such Security for an equal
principal amount of Securities of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested; provided,
however, that every Security presented or surrendered for registration of
transfer or exchange shall be duly endorsed or accompanied by an assignment form
and, if applicable, a transfer certificate each in the form included on the
reverse side of the form of the Security attached as Exhibit A and in form
satisfactory to the Registrar duly executed by the Holder thereof or its
attorney duly authorized in writing. To permit registration of transfers and
exchanges, upon surrender of any Security for registration of transfer or
exchange at an office or agency maintained pursuant to Section 2.3,

                                                                            -11-
<PAGE>

the Company shall execute and the Trustee shall authenticate Securities of a
like aggregate principal amount at the Registrar's request. Any exchange or
transfer shall be without charge, except that the Company or the Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto, and provided that this sentence
shall not apply to any exchange pursuant to Section 2.10, Section 2.12(a),
Section 3.6, Section 3.11, Section 4.3 (last paragraph) or Section 11.5.

         Neither the Company, any Registrar nor the Trustee shall be required to
exchange or register a transfer of (i) any Securities for a period of 15 days
next preceding any mailing of a notice of Securities to be redeemed, (ii) any
Securities or portions thereof selected or called for redemption (except, in the
case of redemption of a Security in part, the portion thereof not to be
redeemed) or (iii) any Securities or portions thereof in respect of which a
Change in Control Purchase Notice has been delivered and not withdrawn by the
Holder thereof (except, in the case of the purchase of a Security in part, the
portion thereof not to be purchased).

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

         (b) Any Registrar appointed pursuant to Section 2.3 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

         (c) Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States federal or state securities law.

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

         SECTION 2.7. REPLACEMENT SECURITIES.

         If any mutilated Security is surrendered to the Company, a Registrar or
the Trustee, or the Company, a Registrar and the Trustee receive evidence to
their satisfaction of the destruction, loss or theft of any Security, and there
is delivered to the Company, the applicable Registrar and the Trustee such
Security or indemnity as will be required by them to save each of them harmless,
then, in the absence of notice to the Company, such Registrar or the Trustee
that such Security has been acquired by a bona fide purchaser, the Company shall
execute, and upon its written request the Trustee shall authenticate and
deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and principal
amount, bearing a number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, or is about to be redeemed or
purchased by the Company pursuant to Article 3, the Company in

                                                                            -12-
<PAGE>

its discretion may, instead of issuing a new Security, pay, redeem or purchase
such Security, as the case may be.

         Upon the issuance of any new Securities under this Section 2.7, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the reasonable fees and expenses of the Trustee
or the Registrar) in connection therewith.

         Every new Security issued pursuant to this Section 2.7 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

         The provisions of this Section 2.7 are (to the extent lawful) exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities.

         SECTION 2.8. OUTSTANDING SECURITIES.

         Securities outstanding at any time are all Securities authenticated by
the Trustee, except for those canceled by it, those converted pursuant to
Article 4, those delivered to it for cancellation or surrendered for transfer or
exchange and those described in this Section 2.8 as not outstanding.

         If a Security is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Company receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

         If a Paying Agent (other than the Company or an Affiliate of the
Company) holds on a Redemption Date, a Change in Control Purchase Date, or the
Final Maturity Date money sufficient to pay the principal of (including premium,
if any) and accrued interest on Securities (or portions thereof) payable on that
date, then on and after such Redemption Date, Change in Control Purchase Date,
or the Final Maturity Date, as the case may be, such Securities (or portions
thereof, as the case may be) shall cease to be outstanding and interest on them
shall cease to accrue; provided, that if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or
provision therefore reasonably satisfactory to the Trustee has been made.

         Subject to the restrictions contained in Section 2.9, a Security does
not cease to be outstanding because the Company or an Affiliate of the Company
holds the Security.

         SECTION 2.9. TREASURY SECURITIES.

         In determining whether the Holders of the required principal amount of
Securities have concurred in any notice, direction, waiver or consent,
Securities owned by the Company or any other obligor on the Securities or by any
Affiliate of the Company or of such other obligor shall be disregarded, except
that, for purposes of determining whether the Trustee shall be protected in
relying on any such notice, direction, waiver or consent, only Securities which
a Trust Officer of the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith shall not
be disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to the Securities

                                                                            -13-
<PAGE>

and that the pledgee is not the Company or any other obligor on the Securities
or any Affiliate of the Company or of such other obligor.

         SECTION 2.10. TEMPORARY SECURITIES.

         Until definitive Securities are ready for delivery, the Company may
prepare and execute, and, upon receipt of a Company Order, the Trustee shall
authenticate and deliver, temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company with the consent of the Trustee considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate and deliver definitive Securities in exchange for
temporary Securities. After the preparation of definitive Securities, the
temporary Securities shall be exchangeable for definitive Securities upon
surrender of the temporary Securities at the office or agency of the Company
designated for such purpose pursuant to Section 2.3, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities,
the Company shall execute and the Trustee upon receipt of a Company Order shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

         SECTION 2.11. CANCELLATION.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar, the Paying Agent and the Conversion Agent shall
forward to the Trustee or its agent any Securities surrendered to them for
transfer, exchange, redemption, payment or conversion (to the extent that a
Conversion Termination has not occurred pursuant to the provisions of Section
4.2 of this Indenture). The Trustee and no one else shall promptly cancel, in
accordance with its standard procedures, all Securities surrendered for
transfer, exchange, redemption, payment, conversion (to the extent that a
Conversion Termination has not occurred pursuant to the provisions of Section
4.2 of this Indenture) or cancellation and shall deliver the canceled Securities
to the Company. All Securities which are redeemed, purchased or otherwise
acquired by the Company or any of its Subsidiaries prior to the Final Maturity
Date shall be delivered to the Trustee for cancellation and the Company may not
hold or resell such Securities or issue any new Securities to replace any such
Securities or any Securities that any Holder has converted pursuant to Article
4. Without limitation to the foregoing, any Securities acquired by any
investment bankers or other purchasers pursuant to Section 3.7 shall be
surrendered for conversion (to the extent that a Conversion Termination has not
occurred pursuant to the provisions of Section 4.2 of this Indenture) and
thereafter cancelled, and may not be reoffered, sold or otherwise transferred.

         SECTION 2.12. LEGEND; ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS.

         (a) If Securities are issued upon the transfer, exchange or replacement
of Securities subject to restrictions on transfer and bearing the legends set
forth on the forms of Securities attached hereto as Exhibit A (collectively, the
"Legend"), or if a request is made to remove the Legend on a Security, the
Securities so issued shall bear the Legend, or the Legend shall not be removed,
as the case may be, unless there is delivered to the Company and the Registrar
such satisfactory evidence, which shall include an opinion of counsel if
requested by the Company or such Registrar, as may be reasonably required by the
Company and the Registrar, 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 or Rule 144 under the Securities Act or that
such Securities are not "restricted" within the meaning of Rule 144 under the
Securities Act; provided

                                                                            -14-
<PAGE>

that no such evidence need be supplied in connection with the sale of such
Security pursuant to a registration statement that is effective at the time of
such sale. Upon (i) provision of such satisfactory evidence if requested, or
(ii) notification by the Company to the Trustee and Registrar of the sale of
such Security pursuant to a registration statement that is effective at the time
of such sale, the Trustee, at the written direction of the Company, shall
authenticate and deliver a Security that does not bear the Legend. If the Legend
is removed from the face of a Security and the Security is subsequently held by
an Affiliate of the Company, the Legend shall be reinstated.

         (b) A Global Security may not be transferred, in whole or in part, to
any Person other than the Depositary or a nominee or any successor thereof, and
no such transfer to any such other Person may be registered; provided that the
foregoing shall not prohibit any transfer of a Security that is issued in
exchange for a Global Security but is not itself a Global Security. No transfer
of a Security to any Person shall be effective under this Indenture or the
Securities unless and until such Security has been registered in the name of
such Person. Notwithstanding any other provisions of this Indenture or the
Securities, transfers of a Global Security, in whole or in part, shall be made
only in accordance with this Section 2.12.

         (c) Subject to the succeeding paragraph, every Security shall be
subject to the restrictions on transfer provided in the Legend other than a
Restricted Global Security. Whenever any Restricted Security other than a
Restricted Global Security is presented or surrendered for registration of
transfer or for exchange for a Security registered in a name other than that of
the Holder, such Security must be accompanied by a certificate in substantially
the form set forth in the Certificate to be Delivered upon Exchange or
Registration of Restricted Securities included in Exhibit A, dated the date of
such surrender and signed by the Holder of such Security, as to compliance with
such restrictions on transfer. The Registrar shall not be required to accept for
such registration of transfer or exchange any Security not so accompanied by a
properly completed certificate.

         (d) The restrictions imposed by the Legend upon the transferability of
any Security shall cease and terminate when such Security has been sold pursuant
to an effective registration statement under the Securities Act or transferred
in compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or, if earlier, upon the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Security as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Security for exchange to the Registrar in accordance with the
provisions of this Section 2.12 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by, if requested by the Company or the
Registrar, an opinion of counsel reasonably acceptable to the Company, addressed
to the Company and in form acceptable to the Company, to the effect that the
transfer of such Security has been made in compliance with Rule 144 or such
successor provision), be exchanged for a new Security, of like tenor and
aggregate principal amount, which shall not bear the restrictive Legend. The
Company shall inform the Trustee of the effective date of any registration
statement registering the Securities under the Securities Act. The Trustee shall
not be liable for any action taken or omitted to be taken by it in good faith in
accordance with the aforementioned opinion of counsel or registration statement.

         (e) As used in the preceding two paragraphs of this Section 2.12, the
term "transfer" encompasses any sale, pledge, transfer, hypothecation or other
disposition of any Security.

                                                                            -15-
<PAGE>

         (f) The provisions of clauses (i), (ii), (iii), (iv) and (v) below
shall apply only to Global Securities:

                           (i)      Notwithstanding any other provisions of this
                  Indenture or the Securities, a Global Security shall not be
                  exchanged in whole or in part for a Security registered in the
                  name of any Person other than the Depositary or one or more
                  nominees thereof; provided that a Global Security may be
                  exchanged for Securities registered in the names of any person
                  designated by the Depositary in the event that (A) the
                  Depositary has notified the Company that it is unwilling or
                  unable to continue as Depositary for such Global Security or
                  such Depositary has ceased to be a "clearing agency"
                  registered under the Exchange Act, and a successor Depositary
                  is not appointed by the Company within 90 days, (B) the
                  Company has provided the Depositary with written notice that
                  it has decided to discontinue use of the system of book entry
                  transfer through the Depositary or any successor Depositary or
                  (C) an Event of Default has occurred and is continuing with
                  respect to the Securities. Any Global Security exchanged
                  pursuant to clauses (A) or (B) above shall be so exchanged in
                  whole and not in part, and any Global Security exchanged
                  pursuant to clause (C) above may be exchanged in whole or from
                  time to time in part as directed by the Depositary. Any
                  Security issued in exchange for a Global Security or any
                  portion thereof shall be a Global Security; provided that any
                  such Security so issued that is registered in the name of a
                  Person other than the Depositary or a nominee thereof shall
                  not be a Global Security.

                           (ii)     Securities issued in exchange for a Global
                  Security or any portion thereof shall be issued in definitive,
                  fully registered form, without interest coupons attached
                  thereto, shall have an aggregate principal amount equal to
                  that of such Global Security or portion thereof to be so
                  exchanged, shall be registered in such names and be in such
                  authorized denominations as the Depositary shall designate and
                  shall bear the applicable legends provided for herein. Any
                  Global Security to be exchanged in whole shall be surrendered
                  by the Depositary to the Trustee, as Registrar. With regard to
                  any Global Security to be exchanged in part, either such
                  Global Security shall be so surrendered for exchange or, if
                  the Trustee is acting as custodian for the Depositary or its
                  nominee with respect to such Global Security, the principal
                  amount thereof shall be reduced, by an amount equal to the
                  portion thereof to be so exchanged, by means of an appropriate
                  adjustment made on the records of the Trustee. Upon any such
                  surrender or adjustment, the Trustee shall authenticate and
                  deliver the Security issuable on such exchange to or upon the
                  order of the Depositary or an authorized representative
                  thereof.

                           (iii)    Subject to the provisions of clause (v)
                  below, the registered Holder 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.

                           (iv)     In the event of the occurrence of any of the
                  events specified in clause (i) above, the Company will
                  promptly make available to the Trustee a reasonable supply of
                  Certificated Securities in definitive, fully registered form,
                  without interest coupons attached thereto.

                           (v)      Neither Agent Members nor any other Persons
                  on whose behalf Agent Members may act shall have any rights
                  under this Indenture with respect to any Global Security
                  registered in the name of the Depositary or any nominee
                  thereof, or under any such

                                                                            -16-
<PAGE>

                  Global Security, and the Depositary or such nominee, as the
                  case may be, may be treated by the Company, the Trustee and
                  any agent of the Company or the Trustee as the absolute owner
                  and holder of such Global Security for all purposes
                  whatsoever. Notwithstanding the foregoing, nothing herein
                  shall prevent the Company, the Trustee or any agent of the
                  Company or the Trustee from giving effect to any written
                  certification, proxy or other authorization furnished by the
                  Depositary or such nominee, as the case may be, or impair, as
                  between the Depositary, its Agent Members and any other Person
                  on whose behalf an Agent Member may act, the operation of
                  customary practices of such Persons governing the exercise of
                  the rights of a holder of any Security.

         SECTION 2.13. CUSIP NUMBERS.

         The Company in issuing the Securities may use one or more "CUSIP"
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP"
numbers in notices of redemption or purchase as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption or purchase and that reliance may be placed only
on the other identification numbers printed on the Securities, and any such
redemption or purchase shall not be affected by any defect in or omission of
such numbers. The Company will promptly notify the Trustee of any change in the
"CUSIP" numbers.

                                    ARTICLE 3
                            REDEMPTION AND PURCHASES

         SECTION 3.1. RIGHT TO REDEEM; NOTICE TO TRUSTEE.

         The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, at any time on or after June 20, 2006, at
100% of the principal amount of the Securities (the "Redemption Price"),
together with accrued interest up to, but not including, the Redemption Date;
provided that if the Redemption Date is an interest payment date, then the
interest shall be payable to the Holders in whose name the Securities are
registered at the close of business on the record date for such interest payment
date.

         If the Company elects to redeem Securities pursuant to this Section 3.1
and paragraph 5 of the Securities, it shall notify the Trustee at least 25 days
but not more than 60 days prior to the Redemption Date as fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee) of the Redemption
Date and the principal amount of Securities to be redeemed. If fewer than all of
the Securities are to be redeemed, the record date relating to such redemption
shall be selected by the Company and given to the Trustee, which record date
shall not be less than ten days after the date of notice to the Trustee.

         SECTION 3.2. SELECTION OF SECURITIES TO BE REDEEMED.

         If less than all of the Securities are to be redeemed, unless the
procedures of the Depositary provide otherwise, the Trustee shall, not more than
45 days prior to the Redemption Date, select the Securities to be redeemed. The
Trustee shall make the selection from the Securities outstanding and not
previously called for redemption by lot or, in its discretion, on a pro rata
basis. Securities in denominations of $1,000 may only be redeemed in whole. The
Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Securities that have denominations larger
than $1,000. Provisions of this

                                                                            -17-
<PAGE>

Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption.

         If any Security selected for partial redemption is converted in part
(to the extent that a Conversion Termination has not occurred pursuant to the
provisions of Section 4.2 of this Indenture) following such selection, the
converted portion of such Security shall be deemed to be of the portion selected
for redemption. Securities which have been converted (to the extent that a
Conversion Termination has not occurred pursuant to the provisions of Section
4.2 of this Indenture) during a selection of Securities to be redeemed shall be
treated by the Trustee as outstanding for the purpose of such selection.

         SECTION 3.3. NOTICE OF REDEMPTION.

         At least 20 days but not more than 60 days before a Redemption Date,
the Company shall mail or cause to be mailed a notice of redemption to each
Holder of Securities to be redeemed at such Holder's address as it appears on
the Primary Registrar's books.

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

                  (1) the Redemption Date;

                  (2) the Redemption Price;

                  (3) the then current Conversion Rate and the Additional
Conversion Payment to the extent that a Conversion Termination has not occurred
pursuant to the provisions of Section 4.2 of this Indenture;

                  (4) the name and address of each Paying Agent and Conversion
Agent (to the extent that a Conversion Termination has not occurred pursuant to
the provisions of Section 4.2 of this Indenture);

                  (5) that Securities called for redemption must be presented
and surrendered to a Paying Agent to collect the Redemption Price;

                  (6) that Holders who wish to convert Securities (to the extent
that a Conversion Termination has not occurred pursuant to the provisions of
Section 4.2 of this Indenture) must surrender such Securities for conversion
(subject to requirements and restrictions set forth in Article 4 of this
Indenture) no later than the close of business on the Business Day immediately
preceding the Redemption Date and must satisfy the other requirements set forth
in paragraph 7 of the Securities;

                  (7) that, unless the Company defaults in making the payment of
the Redemption Price, interest on Securities called for redemption shall cease
accruing on and after the Redemption Date and the only remaining right of the
Holder shall be to receive payment of the Redemption Price plus accrued
interest, if any, upon presentation and surrender to a Paying Agent of the
Securities; and

                  (8) if any Security is being redeemed in part, the portion of
the principal amount of such Security to be redeemed and that, after the
Redemption Date, upon presentation and surrender of such Security, a new
Security or Securities in aggregate principal amount equal to the unredeemed
portion thereof will be issued.

         If any of the Securities to be redeemed is in the form of a Global
Security, then the Company shall modify such notice to the extent necessary to
accord with the procedures of the Depositary applicable to

                                                                            -18-
<PAGE>

redemptions. At the Company's written request, which request shall (i) be
irrevocable once given and (ii) set forth all relevant information required by
clauses (1) through (7) and, if applicable, clause (8) of the preceding
paragraph, the Trustee shall give the notice of redemption in the Company's name
and at the Company's expense.

         SECTION 3.4. EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price stated
in the notice, together with accrued interest, if any. Upon presentation and
surrender to a Paying Agent, Securities called for redemption shall be paid at
the Redemption Price, plus accrued interest up to, but not including, the
Redemption Date; provided that if the Redemption Date is an interest payment
date, then the interest shall be payable to the Holders in whose names the
Securities are registered at the close of business on the record date for such
interest payment date.

         SECTION 3.5. DEPOSIT OF REDEMPTION PRICE.

         Prior to 11:00 a.m. New York City time on the Redemption Date, the
Company shall deposit with a Paying Agent (or, if the Company acts as Paying
Agent, shall segregate and hold in trust) an amount of money (in immediately
available funds if deposited on such Redemption Date) sufficient to pay the
Redemption Price of and accrued interest on all Securities to be redeemed on
that date, other than Securities or portions thereof called for redemption on
that date which have been delivered by the Company to the Trustee for
cancellation or have been converted (to the extent that a Conversion Termination
has not occurred pursuant to the provisions of Section 4.2 of this Indenture).
The Paying Agent shall, as promptly as practicable, return to the Company any
money not required for that purpose because of the conversion of Securities
pursuant to Article 4 or, if such money is then held by the Company in trust and
is not required for such purpose, it shall be discharged from the trust.

         SECTION 3.6. SECURITIES REDEEMED IN PART.

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

         SECTION 3.7. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

         In connection with any redemption of Securities, and provided that a
Conversion Termination has not occurred pursuant to the provisions of Section
4.2 of this Indenture, the Company may arrange for the purchase and conversion
of any Securities called for redemption by an agreement with one or more
investment banks or other purchasers to purchase such Securities by paying to a
Paying Agent (other than the Company or any of its Affiliates) in trust for the
Holders, on or before 11:00 a.m., New York City time, on the Redemption Date an
amount that, together with any amounts deposited with such Paying Agent by the
Company for the redemption of such Securities, is not less than the Redemption
Price, together with interest accrued to, but not including, the Redemption Date
of such Securities. Notwithstanding anything to the contrary contained in this
Article 3, the obligation of the Company to pay the Redemption Price of such
Securities, including all accrued interest, shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers; provided,
however, that nothing in this Section 3.7 shall relieve the Company of its
obligation to pay the Redemption Price, plus accrued interest to, but excluding,
the relevant Redemption Date on Securities called for redemption. If such an
agreement with one or more investment

                                                                            -19-
<PAGE>

banks or other purchasers is entered into, any Securities called for redemption
and not surrendered for conversion by the Holders thereof prior to the relevant
Redemption Date may, at the option of the Company upon written notice to the
Trustee, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 4) surrendered by such purchasers for conversion, all as of
11:00 a.m., New York City time, on the Redemption Date, subject to payment of
the above amount as aforesaid. The Paying Agent shall hold and pay to the
Holders whose Securities are selected for redemption any such amount paid to it
for purchase in the same manner as it would money deposited with it by the
Company for the redemption of Securities. Without the Paying Agent's prior
written consent, no arrangement between the Company and such purchasers for the
purchase and conversion of any Securities shall increase or otherwise affect any
of the powers, duties, responsibilities or obligations of the Paying Agent as
set forth in this Indenture, and the Company agrees to indemnify the Paying
Agent from, and hold it harmless against, any loss, liability or expense arising
out of or in connection with any such arrangement for the purchase and
conversion of any Securities between the Company and such purchasers, including
the costs and expenses incurred by the Paying Agent in the defense of any claim
or liability arising out of or in connection with the exercise or performance of
any of its powers, duties, responsibilities or obligations under this Indenture.

         SECTION 3.8. PURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON CHANGE
IN CONTROL.

         (a) If at any time that Securities remain outstanding there shall occur
a Change in Control, each Holder may, at its option and subject to satisfaction
by or on behalf of such Holder of the requirements set forth in subsection (c)
of this Section 3.8, require the Company to purchase such Holder's Securities,
in whole or in part, and the Company shall purchase such Securities, as of the
date that is 30 Business Days after the occurrence of the Change in Control (the
"Change in Control Purchase Date"), at a purchase price equal to 100% of the
principal amount of the Securities, together with accrued and unpaid interest
to, but excluding, the Change in Control Purchase Date (provided that if the
Change in Control Purchase Date is an interest payment date, then the interest
shall be payable to the Holders in whose names the Securities are registered at
the close of business on the record date for such interest payment date) (the
"Change in Control Purchase Price").

         A "Change in Control" shall be deemed to have occurred if any of the
following occurs after the date hereof:

                  (1) any "person" or "group" (as such terms are defined below)
is or becomes the "beneficial owner" (as defined below), directly or indirectly,
of shares of Voting Stock of the Company representing 50% or more of the total
voting power of all outstanding Voting Stock of the Company or has the power,
directly or indirectly, to elect a majority of the members of the Board of
Directors of the Company; or

                  (2) the Company consolidates with, or merges with or into,
another Person or the Company sells, assigns, conveys, transfers, leases or
otherwise disposes of all or substantially all of the assets of the Company, or
any Person consolidates with, or merges with or into, the Company, in any such
event other than pursuant to a transaction in which the Persons that
"beneficially owned" (as defined below), directly or indirectly, shares of
Voting Stock of the Company immediately prior to such transaction "beneficially
own" (as defined below), directly or indirectly, shares of Voting Stock
representing at least a majority of the total voting power of all outstanding
Voting Stock of the surviving or transferee Person; or

                                                                            -20-
<PAGE>

                  (3) the holders of the Capital Stock of the Company approve
any plan for liquidation or dissolution of the Company.

         Notwithstanding anything to the contrary in this Section 3.8(a), a
Change in Control shall not be deemed to have occurred if, on or prior to a
Conversion Termination Date, if any, either (i) the Conversion Value of the
Securities for any five Trading Days during the ten Trading Days immediately
preceding the Change in Control is at least equal to 105% of the principal
amount of the Securities; or (ii) in the case of a merger or consolidation, all
of the consideration excluding cash payments for fractional shares in such
merger or consolidation constituting the Change in Control consists of common
stock traded on a United States national securities exchange or quoted on The
Nasdaq National Market (or which will be so traded or quoted when issued or
exchanged in connection with such Change in Control) and as a result of such
transaction or transactions the Securities, other than the Additional Conversion
Payment, become convertible solely into such common stock.

         For the purpose of the definition of "Change in Control", (i) "person"
and "group" have the meanings given such terms under Sections 13(d) and 14(d) of
the Exchange Act or any successor provision to either of the foregoing, and the
term "group" includes any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act (or any successor provision thereto), (ii) a "beneficial owner"
shall be determined in accordance with Rule 13d-3 under the Exchange Act, as in
effect on the date of this Indenture, except that the number of shares of Voting
Stock of the Company shall be deemed to include, in addition to all outstanding
shares of Voting Stock of the Company and Unissued Shares deemed to be held by
the "person" or "group" (as such terms are defined above) or other Person with
respect to which the Change in Control determination is being made, all Unissued
Shares deemed to be held by all other Persons, and (iii) the terms "beneficially
owned" and "beneficially own" shall have meanings correlative to that of
"beneficial owner." The term "Unissued Shares" means shares of Voting Stock not
outstanding that are subject to options, warrants, rights to purchase or
conversion privileges exercisable within 60 days of the date of determination of
a Change in Control.

         (b) Within 10 Business Days after the occurrence of a Change in
Control, the Company shall mail a written notice of the Change in Control to the
Trustee and to each Holder (and to beneficial owners as required by applicable
law). The notice shall include the form of a Change in Control Purchase Notice
(as defined below) to be completed by the Holder and shall state:

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

                  (2) the date by which the Change in Control Purchase Notice
pursuant to this Section 3.8 must be given;

                  (3) the Change in Control Purchase Date;

                  (4) the Change in Control Purchase Price;

                  (5) the Holder's right to require the Company to purchase the
Securities pursuant to this Section 3.8;

                  (6) briefly, the conversion rights of the Securities (to the
extent that a Conversion Termination has not occurred pursuant to the provisions
of Section 4.2 of this Indenture);

                                                                            -21-
<PAGE>

                  (7) the name and address of each Paying Agent and Conversion
Agent (to the extent that a Conversion Termination has not occurred pursuant to
the provisions of Section 4.2 of this Indenture);

                  (8) the Conversion Rate and any adjustments thereto and the
Additional Conversion Payment (to the extent that a Conversion Termination has
not occurred pursuant to the provisions of Section 4.2 of this Indenture), and
any Additional Interest;

                  (9) that Securities as to which a Change in Control Purchase
Notice has been given may be converted into Common Stock at the then applicable
Conversion Rate and the Additional Conversion Payment pursuant to Article 4 of
this Indenture only to the extent that the Change in Control Purchase Notice has
been withdrawn in accordance with the terms of this Indenture (to the extent
that a Conversion Termination has not occurred pursuant to the provisions of
Section 4.2 of this Indenture);

                  (10) the procedures that the Holder must follow to exercise
rights under this Section 3.8;

                  (11) the procedures for withdrawing a Change in Control
Purchase Notice, including a form of notice of withdrawal; and

                  (12) that the Holder must satisfy the requirements set forth
in the Securities and this Indenture in order to convert the Securities (to the
extent that a Conversion Termination has not occurred pursuant to the provisions
of Section 4.2 of this Indenture).

         If any of the Securities is in the form of a Global Security, then the
Company shall modify such notice to the extent necessary to accord with the
procedures of the Depositary applicable to the repurchase of Global Securities.

         (c) A Holder may exercise its rights specified in subsection (a) of
this Section 3.8 upon delivery of a written notice (which shall be in
substantially the form included in Exhibit A hereto and which may be delivered
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "Change in Control Purchase
Notice") to any Paying Agent at any time prior to the close of business on the
Business Day next preceding the Change in Control Purchase Date. The notice must
specify the Securities, or the portion thereof, for which the purchase right is
being exercised.

         The delivery of such Security to any Paying Agent (together with all
necessary endorsements) at the office of such Paying Agent shall be a condition
to the receipt by the Holder of the Change in Control Purchase Price therefor.

         The Company shall purchase from the Holder thereof, pursuant to this
Section 3.8, a portion of a Security if the principal amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Security pursuant to Section 3.8 through
Section 3.13 also apply to the purchase of such portion of such Security.

         Notwithstanding anything herein to the contrary, any Holder delivering
to a Paying Agent the Change in Control Purchase Notice contemplated by this
subsection (c) shall have the right to withdraw such Change in Control Purchase
Notice in whole or in a portion thereof that is a principal amount of $1,000 or
in an integral multiple thereof at any time prior to the close of business on
the Business Day next preceding the

                                                                            -22-
<PAGE>

Change in Control Purchase Date by delivery of a written notice of withdrawal to
the Paying Agent in accordance with Section 3.9.

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

         Anything herein to the contrary notwithstanding, in the case of Global
Securities, any Change in Control Purchase Notice may be delivered or withdrawn
and such Securities may be surrendered or delivered for purchase in accordance
with the Applicable Procedures as in effect from time to time.

         SECTION 3.9. EFFECT OF CHANGE IN CONTROL PURCHASE NOTICE.

         Upon receipt by any Paying Agent of the Change in Control Purchase
Notice specified in Section 3.8(c), the Holder of the Security in respect of
which such Change in Control Purchase Notice was given shall (unless such Change
in Control Purchase Notice is withdrawn as specified below) thereafter be
entitled to receive the Change in Control Purchase Price with respect to such
Security. Such Change in Control Purchase Price shall be paid to such Holder
promptly following the later of (a) the Change in Control Purchase Date
(provided the conditions in Section 3.8(c) have been satisfied) and (b) the time
of delivery of such Security to a Paying Agent by the Holder thereof in the
manner required by Section 3.8(c). Securities in respect of which a Change in
Control Purchase Notice has been given by the Holder thereof may not be
converted into shares of Common Stock pursuant to Article 4 on or after the date
of the delivery of such Change in Control Purchase Notice unless such Change in
Control Purchase Notice has first been validly withdrawn and a Conversion
Termination has not occurred pursuant to the provisions of Section 4.2 of this
Indenture.

         A Change in Control Purchase Notice may be withdrawn by means of a
written notice (which may be delivered by mail, overnight courier, hand
delivery, facsimile transmission or in any other written form and, in the case
of Global Securities, may be delivered electronically or by other means in
accordance with the Depositary's customary procedures) of withdrawal delivered
by the Holder to a Paying Agent at any time prior to the close of business on
the Business Day immediately preceding the Change in Control Purchase Date,
specifying the principal amount of the Security or portion thereof (which must
be a principal amount of $1,000 or an integral multiple of $1,000 in excess
thereof) with respect to which such notice of withdrawal is being submitted.

         SECTION 3.10. DEPOSIT OF CHANGE IN CONTROL PURCHASE PRICE.

         On or before 11:00 a.m., New York City time, on the Change in Control
Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent
(other than the Company or an Affiliate of the Company) an amount of money (in
immediately available funds if deposited on such Change in Control Purchase
Date) sufficient to pay the aggregate Change in Control Purchase Price of all
the Securities or portions thereof that are to be purchased as of such Change in
Control Purchase Date. The manner in which the deposit required by this Section
3.10 is made by the Company shall be at the option of the Company; provided that
such deposit shall be made in a manner such that the Trustee or a Paying Agent
shall have immediately available funds on the Change in Control Purchase Date.

         If a Paying Agent holds, in accordance with the terms hereof, money
sufficient to pay the Change in Control Purchase Price of any Security for which
a Change in Control Purchase Notice has been tendered and not withdrawn in
accordance with this Indenture, then on the Change in Control Purchase Date,
such Security

                                                                            -23-
<PAGE>

will cease to be outstanding and the rights of the Holder in respect thereof
shall terminate (other than the right to receive the Change in Control Purchase
Price as aforesaid).

         SECTION 3.11. SECURITIES PURCHASED IN PART.

         Any Security that is to be purchased only in part shall be surrendered
at the office of a Paying Agent, and promptly after the Change in Control
Purchase Date, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge, a new Security
or Securities, of such authorized denomination or denominations as may be
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
that is not purchased.

         SECTION 3.12. COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF
SECURITIES.

         In connection with any offer to purchase or purchase of Securities
under Section 3.8, the Company shall (a) comply with Rule 13e-4 and Rule 14e-1
(or any successor to either such Rule), if applicable, under the Exchange Act,
(b) file the related Schedule TO (or any successor or similar schedule, form or
report) if required under the Exchange Act, and (c) otherwise comply with all
federal and state securities laws in connection with such offer to purchase or
purchase of Securities, all so as to permit the rights of the Holders and
obligations of the Company under Section 3.8 through Section 3.11 to be
exercised in the time and in the manner specified therein.

         SECTION 3.13. REPAYMENT TO THE COMPANY.

         To the extent that the aggregate amount of cash deposited by the
Company pursuant to Section 3.10 exceeds the aggregate Change in Control
Purchase Price of the Securities or portions thereof that the Company is
obligated to purchase, then promptly after the Change in Control Purchase Date
the Trustee or a Paying Agent, as the case may be, shall return any such excess
cash to the Company.

                                   ARTICLE 4
                                   CONVERSION

         SECTION 4.1. CONVERSION PRIVILEGE.

         (a) Subject to the further provisions of this Article 4 and paragraphs
7 and 8 of the Securities, a Holder of a Security may convert, to the extent
that a Conversion Termination has not occurred pursuant to the provisions of
Section 4.2 of this Indenture, the principal amount of such Security (or any
portion thereof equal to $1,000 or any integral multiple of $1,000 in excess
thereof) into Common Stock at the Conversion Rate then in effect and the
Additional Conversion Payment at any time prior to the close of business on the
Final Maturity Date; provided, however, that, if such Security is called for
redemption or submitted or presented for purchase pursuant to Article 3, such
conversion right shall terminate at the close of business on the Business Day
immediately preceding the Redemption Date or Change in Control Purchase Date, as
the case may be, for such Security or such earlier date as the Holder presents
such Security for redemption or for purchase. The rate at which shares of Common
Stock shall be delivered upon conversion of the Security (the "Conversion Rate")
shall be initially 55.172 shares of Common Stock for each U.S. $1,000 principal
amount of Securities, subject to adjustment as provided in this Article 4.

                                                                            -24-
<PAGE>

         (b) In addition to delivering Common Stock at the Conversion Rate then
in effect upon a conversion of a Security, the Company will also be required to
deliver an additional conversion payment of $300 for each $1,000 principal
amount of Securities converted by a Holder (the "Additional Conversion
Payment"). The Company may, at its option, elect to deliver shares of Common
Stock instead of cash for this Additional Conversion Payment if 95% of the
average of the Closing Prices of the Common Stock for the five Trading Days
immediately preceding the Trading Day prior to the Conversion Date (the "Average
Closing Price") is greater than the Additional Conversion Payment Price and the
following additional conditions are met:

                  (i)      The shares of Common Stock deliverable in payment of
the Additional Conversion Payment shall have a fair market value of not less
than $300. For purposes of Section 4.1, the fair market value of a share of
Common Stock deliverable in payment of the Additional Conversion Payment shall
be determined by the Company and shall be equal to 95% of the Average Closing
Price;

                  (ii)     Such stock is, or shall have been, listed or admitted
to trading on the New York Stock Exchange (the "NYSE") or, if the Common Stock
is not admitted to trading on the NYSE, approved for quotation on The Nasdaq
National Market or listed on another national securities exchange, in either
case, prior to the Conversion Date; and

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

         If all of the conditions set forth in this Section 4.1(b) are not
satisfied in accordance with the terms thereof, the Additional Conversion
Payment shall be paid by the Company only in cash.

         In the event that the Company elects to make the Additional Conversion
Payment in Common Stock instead of cash, the Company will not issue fractional
shares of Common Stock. In lieu thereof, the Company will pay an amount in cash
for the current market value of the fractional shares. The current market value
of a fractional share shall be determined (calculated to the nearest 1/1000th of
a share) by multiplying the Closing Price of the Common Stock on the Trading Day
immediately prior to the Conversion Date by such fractional share and rounding
the product to the nearest whole cent. If more than one Security shall be
surrendered by the same Holder and the Additional Conversion Payment shall be
payable in shares of Common Stock, the number of full shares which shall be
issuable upon such conversion shall be computed on the basis of the aggregate
principal amount of the Securities so converted.

         For purposes of this Indenture, the "Additional Conversion Payment
Price" shall initially be $11.65 per share, and shall be subject to adjustment
in the same proportion as any adjustments made to the Conversion Rate pursuant
to this Article 4 of this Indenture, as determined in good faith by the Board of
Directors of the Company.

         SECTION 4.2. TERMINATION OF CONVERSION RIGHTS.

         (a) The Company may, at its option and subject to the last sentence of
this paragraph, elect to terminate the right of the Holders to convert their
Securities into Common Stock at then applicable Conversion Rate and the
Additional Conversion Payment (the "Conversion Right") if the Conversion Value
of the Securities is greater than 150% of the principal amount of the Securities
for at least 20 Trading Days within a period of any 30 consecutive Trading Days
(a "Conversion Termination Trigger Event"). If the Company elects to terminate
the Conversion Right upon a Conversion Termination Trigger Event, the

                                                                            -25-
<PAGE>

Company will be required to deliver an irrevocable notice to Holders of
Securities within five Trading Days of the date of the Conversion Termination
Trigger Event (the "Conversion Termination Notice," and the date of such
Conversion Termination Notice, the "Conversion Termination Notice Date").
Holders may convert their Securities at any time on or prior to the twentieth
(20th) day following the Conversion Termination Notice Date (the "Conversion
Termination Date"). The Conversion Rights of Holders shall terminate after the
Conversion Termination Date (a "Conversion Termination"), and thereafter the
Holders shall have no rights to convert and receive shares of Common Stock or
any Additional Conversion Payment under the Securities or this Indenture. The
Company may terminate the Conversion Right upon a Conversion Termination Trigger
Event during the two-year period after the Issue Date of the Securities only if
a shelf registration statement that registers the resale of the Securities and
the Common Stock issuable upon conversion of the Securities (the "Shelf
Registration Statement") has been filed by the Company and been declared
effective by the SEC and is available for use, and the Company expects such
Shelf Registration Statement to remain effective and available for use from the
Conversion Termination Notice Date until thirty (30) days following the
Conversion Termination Date, unless under the terms of the Registration Rights
Agreement the Company is no longer obligated to keep the Shelf Registration
Statement effective and available for use.

         For purposes of this Indenture, the "Conversion Value" for each $1,000
principal amount of a Security on any Trading Day equals the sum of (a) the
Closing Price of the Common Stock on that Trading Day multiplied by the
Conversion Rate then in effect and (b) $300.

         If the Conversion Termination Date occurs prior to June 20, 2006, the
Company shall make an additional payment (the "Make-Whole Payment") with respect
to the Securities converted by Holders after the Conversion Termination Notice
Date and on or before the Conversion Termination Date in an amount equal to the
total value of the aggregate amount of interest that would have been payable on
the Securities from the last day through which interest was paid on the
Securities, or June 3, 2003, if no interest has been paid, through and including
June 15, 2006. The Company will not be required to make any interest payment to
any Holder that converts Securities after the Conversion Termination Notice Date
and prior to the Conversion Termination Date on a Conversion Date that is
between a record date for the payment of interest to the next succeeding
interest payment date, as such Holder will instead receive such funds that would
otherwise be payable on such interest payment date as part of the Make-Whole
Payment.

         (b) The Company shall mail the Conversion Termination Notice to the
Trustee and to each Holder (and to beneficial owners as required by applicable
law). The Conversion Termination Notice shall include the form of the conversion
notice to be completed by the Holder and shall state:

                  (1) the Conversion Termination Date;

                  (2) the Conversion Value;

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

                  (4) the name and address of each Paying Agent and Conversion
Agent;

                  (5) the Make-Whole Payment, if any;

                  (6) the Conversion Rate and any adjustments thereto; and

                                                                            -26-
<PAGE>

                  (7) the Additional Conversion Payment, and, if the Company
elects to pay the Additional Conversion Payment in Common Stock, that the
conditions to such manner of payment set forth in Section 4.1(b) have been or
will be complied with, provided that if the Average Closing Price is equal to or
less than the Additional Conversion Payment Price at the time such Holder
converts their Securities, the Company will be required to make the Additional
Conversion Payment in cash notwithstanding their previous specification of their
election to deliver Common Stock instead of cash for the Additional Conversion
Payment in the Conversion Termination Notice.

         Whenever in the Securities or in this Indenture there is a reference,
in any context, to any conversion obligation of the Company, whether to deliver
shares of Common Stock or Additional Conversion Payment upon conversion of a
Security or otherwise, such reference shall be qualified by the conversion
termination provisions of this Section 4.2, and the Company will not be required
to comply with any of the conversion provisions of the Securities and this
Indenture (including, without limitation, Article 4 (other than this Section
4.2)) after a Conversion Termination has occurred pursuant to the provisions of
Section 4.2 of this Indenture, and any express mention of the conversion
termination provisions of this Section 4.2 in any provision of this Indenture
shall not be construed as excluding the conversion termination provisions of
this Section 4.2 in those provisions of this Indenture when such express mention
is not made.

         SECTION 4.3. CONVERSION PROCEDURE.

         To convert a Security (to the extent that a Conversion Termination has
not occurred pursuant to the provisions of Section 4.2 of this Indenture), a
Holder must (a) complete and manually sign the conversion notice on the back of
the Security and deliver such notice to a Conversion Agent, (b) surrender the
Security to a Conversion Agent, (c) furnish appropriate endorsements and
transfer documents if required by a Registrar or a Conversion Agent, and (d) pay
any transfer or similar tax, if required. The date on which the Holder satisfies
all of those requirements is the "Conversion Date;" provided no Conversion Date
can occur after a Conversion Termination Date. As soon as practicable after the
Conversion Date, the Company shall deliver to the Holder through a Conversion
Agent a certificate for the number of whole shares of Common Stock issuable upon
the conversion, the Additional Conversion Payment, the Make-Whole Payment, if
any, and cash in lieu of any fractional shares pursuant to Section 4.4. Anything
herein to the contrary notwithstanding, in the case of Global Securities,
conversion notices may be delivered and such Securities may be surrendered for
conversion in accordance with the Applicable Procedures as in effect from time
to time.

         The person in whose name the Common Stock certificate is registered
shall be deemed to be a stockholder of record on the Conversion Date; provided,
however, that no surrender of a Security on any date when the stock transfer
books of the Company shall be closed shall be effective to constitute the person
or persons entitled to receive the shares of Common Stock upon such conversion
as the record holder or holders of such shares of Common Stock on such date, but
such surrender shall be effective to constitute the person or persons entitled
to receive such shares of Common Stock as the record holder or holders thereof
for all purposes at the close of business on the next succeeding day on which
such stock transfer books are open; provided, further, that such conversion
shall be at the Conversion Rate in effect on the Conversion Date as if the stock
transfer books of the Company had not been closed. Upon conversion of a Security
(to the extent that a Conversion Termination has not occurred pursuant to the
provisions of Section 4.2 of this Indenture) and beginning on the Conversion
Date, such person shall no longer be a Holder of such Security. No payment or
adjustment will be made for dividends or distributions on shares of Common Stock
issued upon conversion of a Security (to the extent that a Conversion
Termination has not occurred pursuant to the provisions of Section 4.2 of this
Indenture).

                                                                            -27-
<PAGE>

         Securities so surrendered for conversion (to the extent that a
Conversion Termination has not occurred pursuant to the provisions of Section
4.2 of this Indenture) (in whole or in part) during the period from the close of
business on any regular interest payment record date to the opening of business
on the next succeeding interest payment date (excluding Securities or portions
thereof called for redemption pursuant to the provisions of Article 3 of this
Indenture or for which the Company has delivered a Conversion Termination Notice
pursuant to Section 4.2 of this Indenture) shall also be accompanied by payment
in funds acceptable to the Company of an amount equal to the interest payable on
such interest payment date on the principal amount of such Security then being
converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Security, subject to the provisions of
this Indenture relating to the payment of defaulted interest by the Company and
Section 4.2 hereof. Except as otherwise provided in this Section 4.3, no payment
or adjustment will be made for accrued interest on a converted Security.

         Subject to Section 4.2 hereof, nothing in this Section shall affect the
right of a Holder in whose name any Security is registered at the close of
business on an interest payment record date to receive the interest payable on
such Security on the related interest payment date in accordance with the terms
of this Indenture and the Securities. If a Holder converts more than one
Security at the same time (to the extent that a Conversion Termination has not
occurred pursuant to the provisions of Section 4.2 of this Indenture), the
number of shares of Common Stock issuable upon the conversion shall be based on
the aggregate principal amount of Securities converted.

         Upon surrender of a Security that is converted in part (to the extent
that a Conversion Termination has not occurred pursuant to the provisions of
Section 4.2 of this Indenture), the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder, a new Security equal in principal amount
to the unconverted portion of the Security surrendered.

         SECTION 4.4. FRACTIONAL SHARES.

         The Company will not issue fractional shares of Common Stock upon
conversion of Securities. In lieu thereof, the Company will pay an amount in
cash for the current market value of the fractional shares. The current market
value of a fractional share shall be determined (calculated to the nearest
1/1000th of a share) by multiplying the Closing Price (determined as set forth
in Section 4.7(e)) of the Common Stock on the Trading Day immediately prior to
the Conversion Date by such fractional share and rounding the product to the
nearest whole cent.

         SECTION 4.5. TAXES ON CONVERSION.

         If a Holder converts a Security (to the extent that a Conversion
Termination has not occurred pursuant to the provisions of Section 4.2 of this
Indenture), the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon such 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 certificate representing the Common
Stock being issued in a name other than the Holder's name until the Conversion
Agent receives a sum sufficient to pay any tax which will be due because the
shares are to be issued in a name other than the Holder's name. Nothing herein
shall preclude any tax withholding required by law or regulation.

                                                                            -28-
<PAGE>

         SECTION 4.6. COMPANY TO PROVIDE STOCK.

         The Company shall, prior to issuance of any Securities hereunder, and
from time to time as may be necessary, reserve, out of its authorized but
unissued Common Stock, a sufficient number of shares of Common Stock to permit
the conversion of all outstanding Securities into shares of Common Stock.

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

         The Company will endeavor promptly to comply with all federal and state
securities laws regulating the offer and delivery of shares of Common Stock upon
conversion of Securities, if any, and will list or cause to have quoted such
shares of Common Stock on the NYSE or on The Nasdaq National Market or other
over-the-counter market or such other market on which the Common Stock is then
listed or quoted; provided, however, that if rules of such automated quotation
system or exchange permit the Company to defer the listing of such Common Stock
until the first conversion of the Securities into Common Stock in accordance
with the provisions of this Indenture (to the extent that a Conversion
Termination has not occurred pursuant to the provisions of Section 4.2 of this
Indenture), the Company covenants to list such Common Stock issuable upon
conversion of the Securities (to the extent that a Conversion Termination has
not occurred pursuant to the provisions of Section 4.2 of this Indenture) in
accordance with the requirements of such automated quotation system or exchange
at such time. Any Common Stock issued upon conversion of a Security (to the
extent that a Conversion Termination has not occurred pursuant to the provisions
of Section 4.2 of this Indenture) hereunder which at the time of conversion was
a Restricted Security will also be a Restricted Security and shall bear a legend
substantially similar to the restrictive legend set forth on the form of
Security attached hereto as Exhibit A.

         SECTION 4.7. ADJUSTMENT OF CONVERSION RATE.

         The Conversion Rate shall be adjusted (to the extent that a Conversion
Termination has not occurred pursuant to the provisions of Section 4.2 of this
Indenture) from time to time by the Company as follows:

         (a) In case the Company shall (i) pay a dividend on its Common Stock in
shares of Common Stock, (ii) make a distribution on its Common Stock in shares
of Common Stock, (iii) subdivide its outstanding Common Stock into a greater
number of shares, or (iv) combine its outstanding Common Stock into a smaller
number of shares, the Conversion Rate in effect immediately prior thereto shall
be adjusted so that the Holder of any Security thereafter surrendered for
conversion shall be entitled to receive that number of shares of Common Stock
which it would have owned had such Security been converted immediately prior to
the happening of such event. An adjustment made pursuant to this subsection (a)
shall become effective immediately after the record date in the case of a
dividend or distribution and shall become effective immediately after the
effective date in the case of subdivision or combination. The Company will not
pay any dividend on or make any distribution on shares of its Common Stock held
in the treasury of the Company.

         (b) In case the Company shall issue rights or warrants to all or
substantially all holders of its Common Stock entitling them (for a period
commencing no earlier than the record date described below and expiring not more
than 60 days after such record date) to subscribe for or purchase shares of
Common Stock (or securities convertible into Common Stock) at a price per share
(or having a conversion price per share) less than the Current Market Price per
share of Common Stock (as determined in accordance with subsection (e) of this
Section 4.7) on the record date for the determination of stockholders entitled
to receive

                                                                            -29-
<PAGE>

such rights or warrants, the Conversion Rate in effect immediately prior thereto
shall be adjusted so that the same shall equal the number determined by dividing
the Conversion Rate in effect immediately prior to such record date by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding on such record date plus the number of shares which the aggregate
offering price of the total number of shares of Common Stock so offered (or the
aggregate conversion price of the convertible securities so offered, which shall
be determined by multiplying the number of shares of Common Stock issuable upon
conversion of such convertible securities by the conversion price per share of
Common Stock pursuant to the terms of such convertible securities) would
purchase at the Current Market Price per share (as defined in subsection (e) of
this Section 4.7) of Common Stock on such record date and of which the
denominator shall be the number of shares of Common Stock outstanding on such
record date plus the number of additional shares of Common Stock offered (or
into which the convertible securities so offered are convertible). Such
adjustment shall be made successively whenever any such rights or warrants are
issued, and shall become effective immediately after such record date. If at the
end of the period during which such rights or warrants are exercisable not all
rights or warrants shall have been exercised, the adjusted Conversion Rate shall
be immediately readjusted to what it would have been based upon the number of
additional shares of Common Stock actually issued (or the number of shares of
Common Stock issuable upon conversion of convertible securities actually
issued).

         (c) In case the Company shall distribute to all or substantially all
holders of its Common Stock any shares of capital stock (other than dividends or
distributions of Common Stock on Common Stock to which Section 4.7(a) applies)
of the Company, or evidences of indebtedness or other assets (including
securities of any person other than the Company, but excluding all-cash
distributions to which Section 4.7(d) applies or dividends or distributions
referred to in subsection (a) of this Section 4.7) or shall distribute to all or
substantially all holders of its Common Stock rights or warrants to subscribe
for or purchase any of its securities (excluding those rights and warrants
referred to in subsection (b) of this Section 4.7 and also excluding the
distribution of rights to all holders of Common Stock pursuant to a stockholder
rights plan), then in each such case the Conversion Rate shall be adjusted so
that the same shall equal the number determined by dividing the current
Conversion Rate by a fraction of which the numerator shall be the Current Market
Price per share (as defined in subsection (e) of this Section 4.7) of the Common
Stock on the record date mentioned below less the fair market value on such
record date (as determined by the Board of Directors, whose determination shall
be conclusive evidence of such fair market value and which shall be evidenced by
an Officers' Certificate delivered to the Trustee) of the portion of the capital
stock, evidences of indebtedness or other assets so distributed or of such
rights or warrants applicable to one share of Common Stock (determined on the
basis of the number of shares of Common Stock outstanding on the record date)
and of which the denominator shall be the Current Market Price per share (as
defined in subsection (e) of this Section 4.7) of the Common Stock on such
record date. Such adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of stockholders entitled to receive such
distribution.

         In the event that the Company implements a stockholder rights plan,
such rights plan shall provide, subject to customary exceptions, that upon
conversion of the Securities the Holders will receive, in addition to the Common
Stock issuable upon such conversion (including any shares delivered in payment
of the Additional Conversion Payment pursuant to Section 4.1), the rights issued
under such rights plan (notwithstanding the occurrence of an event causing such
rights to separate from the Common Stock at or prior to the time of conversion).
Any distribution of rights or warrants pursuant to a stockholder rights plan
complying with the requirements set forth in the immediately preceding sentence
of this paragraph shall not constitute a distribution of rights or warrants for
the purposes of this Section 4.7(c).

                                                                            -30-
<PAGE>

         Rights or warrants (other than rights issued pursuant to a stockholder
rights plan) distributed by the Company to all holders of Common Stock entitling
the holders thereof to subscribe for or purchase shares of the Company's capital
stock (either initially or under certain circumstances), which rights or
warrants, until the occurrence of a specified event or events ("Trigger Event"):
(i) are deemed to be transferred with such shares of Common Stock; (ii) are not
exercisable; and (iii) are also issued in respect of future issuances of Common
Stock, shall be deemed not to have been distributed for purposes of this Section
4.7(c)) (and no adjustment to the Conversion Rate under this Section 4.7(c) will
be required) until the occurrence of the earliest Trigger Event. If such right
or warrant is subject to subsequent events, upon the occurrence of which such
right or warrant shall become exercisable to purchase different securities,
evidences of indebtedness or other assets or entitle the holder to purchase a
different number or amount of the foregoing or to purchase any of the foregoing
at a different purchase price, then the occurrence of each such event shall be
deemed to be the date of issuance and record date with respect to a new right or
warrant (and a termination or expiration of the existing right or warrant
without exercise by the holder thereof). In addition, in the event of any
distribution (or deemed distribution) of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto, that resulted in an adjustment to the Conversion Rate under
this Section 4.7(c), (1) in the case of any such rights or warrants which shall
all have been redeemed or repurchased without exercise by any holders thereof,
the Conversion Rate shall be readjusted upon such final redemption or repurchase
to give effect to such distribution or Trigger Event, as the case may be, as
though it were a cash distribution, equal to the per share redemption or
repurchase price received by a holder of Common Stock with respect to such
rights or warrants (assuming such holder had retained such rights or warrants),
made to all holders of Common Stock as of the date of such redemption or
repurchase, and (2) in the case of such rights or warrants all of which shall
have expired or been terminated without exercise, the Conversion Rate shall be
readjusted as if such rights and warrants had never been issued.

         (d)(1) In case the Company shall, by dividend or otherwise, at any time
distribute (a "Triggering Distribution") to all or substantially all holders of
its Common Stock all cash distributions in an aggregate amount that, together
with the aggregate amount of (A) any cash and the fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
evidence thereof and which shall be evidenced by an Officers' Certificate
delivered to the Trustee) of any other consideration payable in respect of any
tender offer by the Company or a Subsidiary of the Company for Common Stock
consummated within the 12 months preceding the date of payment of the Triggering
Distribution and in respect of which no Conversion Rate adjustment pursuant to
this Section 4.7 has been made and (B) all other cash distributions to all or
substantially all holders of its Common Stock made within the 12 months
preceding the date of payment of the Triggering Distribution and in respect of
which no Conversion Rate adjustment pursuant to this Section 4.7 has been made,
exceeds an amount equal to 10% of the product of the Current Market Price per
share of Common Stock (as determined in accordance with subsection (e) of this
Section 4.7) on the Business Day (the "Determination Date") immediately
preceding the day on which such Triggering Distribution is declared by the
Company multiplied by the number of shares of Common Stock outstanding on the
Determination Date (excluding shares held in the treasury of the Company), the
Conversion Rate shall be adjusted so that the same shall equal the number
determined by dividing such Conversion Rate in effect immediately prior to the
Determination Date by a fraction of which the numerator shall be the Current
Market Price per share of the Common Stock (as determined in accordance with
subsection (e) of this Section 4.7) on the Determination Date less the sum of
the aggregate amount of cash and the aggregate fair market value (determined as
aforesaid) of any such other consideration so distributed, paid or payable
within such 12 months (including, without limitation, the Triggering
Distribution) applicable to one share of Common Stock (determined on the basis
of the number of shares of Common Stock outstanding on the Determination Date),
and of which the denominator shall be such Current Market Price per share of the
Common Stock (as determined in accordance with subsection (e) of this Section
4.7) on the Determination Date, such adjustment

                                                                            -31-
<PAGE>

to become effective immediately prior to the opening of business on the day
following the date on which the Triggering Distribution is paid; provided that,
in the event the portion of the cash so distributed applicable to one share of
Common Stock is equal to or greater than such Current Market Price per share of
the Common Stock, in lieu of the foregoing, an adequate adjustment provision
shall be made so that each holder of Securities shall have the right to receive
upon conversion the amount of cash such holder would have received had such
holder converted each Security immediately prior to such distribution.

                  (2) In case any tender offer made by the Company or any of its
Subsidiaries for Common Stock shall expire and such tender offer (as amended
upon the expiration thereof) shall involve the payment of aggregate
consideration in an amount (determined as the sum of the aggregate amount of
cash consideration and the aggregate fair market value (as determined by the
Board of Directors, whose determination shall be conclusive evidence thereof and
which shall be evidenced by an Officers' Certificate delivered to the Trustee
thereof ) of any other consideration) that, together with the aggregate amount
of (A) any cash and the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive evidence thereof and which
shall be evidenced by an Officers' Certificate delivered to the Trustee) of any
other consideration payable in respect of any other tender offers by the Company
or any Subsidiary of the Company for Common Stock consummated within the 12
months preceding the Expiration Date (as defined below) and in respect of which
no Conversion Rate adjustment pursuant to this Section 4.7 has been made and (B)
all cash distributions to all or substantially all holders of its Common Stock
made within the 12 months preceding the Expiration Date and in respect of which
no Conversion Rate adjustment pursuant to this Section 4.7 has been made,
exceeds an amount equal to 10% of the product of the Current Market Price per
share of Common Stock (as determined in accordance with subsection (e) of this
Section 4.7) as of the last date (the "Expiration Date") tenders could have been
made pursuant to such tender offer (as it may be amended) (the last time at
which such tenders could have been made on the Expiration Date is hereinafter
sometimes called the "Expiration Time") multiplied by the number of shares of
Common Stock outstanding (including tendered shares but excluding any shares
held in the treasury of the Company) at the Expiration Time, then, immediately
prior to the opening of business on the day after the Expiration Date, the
Conversion Rate shall be adjusted so that the same shall equal the number
determined by dividing the Conversion Rate in effect immediately prior to close
of business on the Expiration Date by a fraction of which the numerator shall be
the product of the number of shares of Common Stock outstanding (including
tendered shares but excluding any shares held in the treasury of the Company) at
the Expiration Time multiplied by the Current Market Price per share of the
Common Stock (as determined in accordance with subsection (e) of this Section
4.7) on the Trading Day next succeeding the Expiration Date, and of which the
denominator shall be the sum of (x) the aggregate consideration (determined as
aforesaid) payable to stockholders based on the acceptance (up to any maximum
specified in the terms of the tender offer) of all shares validly tendered and
not withdrawn as of the Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the "Purchased Shares") and (y) the
product of the number of shares of Common Stock outstanding (less any Purchased
Shares and excluding any shares held in the treasury of the Company) at the
Expiration Time and the Current Market Price per share of Common Stock (as
determined in accordance with subsection (e) of this Section 4.7) on the Trading
Day next succeeding the Expiration Date, such adjustment to become effective
immediately prior to the opening of business on the day following the Expiration
Date. In the event that the Company is obligated to purchase shares pursuant to
any such tender offer, but the Company is permanently prevented by applicable
law from effecting any or all such purchases or any or all such purchases are
rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate
which would have been in effect based upon the number of shares actually
purchased. If the application of this Section 4.7(d)(2) to any tender offer
would result in a decrease in the Conversion Rate, no adjustment shall be made
for such tender offer under this Section 4.7(d)(2).

                                                                            -32-
<PAGE>

                  (3) For purposes of this Section 4.7(d), the term "tender
offer" shall mean and include both tender offers and exchange offers, all
references to "purchases" of shares in tender offers (and all similar
references) shall mean and include both the purchase of shares in tender offers
and the acquisition of shares pursuant to exchange offers, and all references to
"tendered shares" (and all similar references) shall mean and include shares
tendered in both tender offers and exchange offers.

         (e) For the purpose of any computation under subsections (b), (c) and
(d) of this Section 4.7, the current market price per share of Common Stock (the
"Current Market Price") on any date shall be deemed to be the average of the
daily closing prices for the 30 consecutive Trading Days ending on the last full
Trading Day before (i) the Determination Date or the Expiration Date, as the
case may be, with respect to distributions or tender offers under subsection (d)
of this Section 4.7 or (ii) the record date with respect to distributions,
issuances or other events requiring such computation under subsection (b) or (c)
of this Section 4.7. The closing price for each day (the "Closing Price") per
share of common stock shall be the last reported sales price or, in case no such
reported sale takes place on such date, the average of the reported closing bid
and asked prices in either case on the NYSE or, if the Common Stock is not
listed or admitted to trading on the NYSE, on the principal national securities
exchange on which the Common Stock is listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange, the last
reported sales price of the Common Stock as quoted on NASDAQ (the term "NASDAQ"
shall include, without limitation, The Nasdaq National Market) or, in case no
reported sales takes place, the average of the closing bid and asked prices as
quoted on NASDAQ or any comparable system or, if the Common Stock is not quoted
on NASDAQ or any comparable system, the closing sales price or, in case no
reported sale takes place, the average of the closing bid and asked prices, as
furnished by any two members of the National Association of Securities Dealers,
Inc. selected from time to time by the Company for that purpose. If no such
prices are available, the Current Market Price shall be the fair value of a
share of Common Stock as determined by the Board of Directors (which shall be
evidenced by an Officers' Certificate delivered to the Trustee).

         (f) In any case in which this Section 4.7 shall require that an
adjustment be made following a record date or a Determination Date or Expiration
Date, as the case may be, established for purposes of this Section 4.7, the
Company may elect to defer (but only until five Business Days following the
filing by the Company with the Trustee of the certificate described in Section
4.10 of the Indenture) issuing to the Holder of any Security converted after
such record date or Determination Date or Expiration Date the shares of Common
Stock and other capital stock of the Company issuable upon such conversion over
and above the shares of Common Stock and other capital stock of the Company
issuable upon such conversion only on the basis of the Conversion Rate prior to
adjustment; and, in lieu of the shares the issuance of which is so deferred, the
Company shall issue or cause its transfer agents to issue due bills or other
appropriate evidence prepared by the Company of the right to receive such
shares. If any distribution in respect of which an adjustment to the Conversion
Rate is required to be made as of the record date or Determination Date or
Expiration Date therefor is not thereafter made or paid by the Company for any
reason, the Conversion Rate shall be readjusted to the Conversion Rate which
would then be in effect if such record date had not been fixed or such effective
date or Determination Date or Expiration Date had not occurred.

         (g) To the extent permitted by applicable law, the Company may from
time to time increase the Conversion Rate by any amount for any period of time
if the period is at least 20 days, the increase is irrevocable during the period
and the Board of Directors shall have made a determination that such increase
would be in the best interests of the Company, which determination shall be
conclusive. Whenever the Conversion Rate is increased pursuant to the preceding
sentence, the Company shall mail to the holders of record of the Notes a notice
of increase at least 15 days prior to the date the increased Conversion Rate
takes

                                                                            -33-
<PAGE>

effect, and such notice shall state the increased Conversion Rate and the period
during which it will be in effect.

         SECTION 4.8. NO ADJUSTMENT.

         No adjustment in the Conversion Rate shall be required unless the
adjustment would require an increase or decrease of at least 1% in the
Conversion Rate as last adjusted; provided, however, that any adjustments which
by reason of this Section 4.8 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Article 4 shall be made to the nearest cent or to the nearest
1/1000th of a share, as the case may be.

         No adjustment in the Conversion Rate need be made for issuances of
Common Stock pursuant to a Company plan for reinvestment of dividends or
interest or for a change in the par value or a change to no par value of the
Common Stock.

         No adjustment shall be made as to the Additional Conversion Payment,
or, to the extent that the Securities become convertible into the right to
receive cash upon any reclassification, merger or consolidation to which Section
4.2 of this Indenture applies, any cash. Interest will not accrue on the cash.

         SECTION 4.9. ADJUSTMENT FOR TAX PURPOSES.

         The Company shall be entitled to make such increases in the Conversion
Rate, in addition to those required by Section 4.7, as it in its discretion
shall determine to be advisable in order that any stock dividends, subdivisions
of shares, distributions of rights to purchase stock or securities or
distributions of securities convertible into or exchangeable for stock (or any
event treated as such for federal income tax purposes) hereafter made by the
Company to its stockholders shall not be taxable.

         SECTION 4.10. NOTICE OF ADJUSTMENT.

         Whenever the Conversion Rate or conversion privilege is adjusted, the
Company shall promptly mail to Securityholders a notice of the adjustment and
file with the Trustee an Officers' Certificate briefly stating the facts
requiring the adjustment and the manner of computing it. Unless and until the
Trustee shall receive an Officers' Certificate setting forth an adjustment of
the Conversion Rate, the Trustee may assume without inquiry that the Conversion
Rate has not been adjusted and that the last Conversion Rate of which it has
knowledge remains in effect.

         SECTION 4.11. NOTICE OF CERTAIN TRANSACTIONS.

         In the event on or prior to the Conversion Termination Date that:

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

                  (2) the Company consolidates or merges with, or transfers all
or substantially all of its property and assets to, another corporation and
stockholders of the Company must approve the transaction; or

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

                                                                            -34-
<PAGE>

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Company shall mail
the notice at least ten days before such date. Failure to mail such notice or
any defect therein shall not affect the validity of any transaction referred to
in clause (1), (2) or (3) of this Section 4.11.

         SECTION 4.12. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE
ON CONVERSION PRIVILEGE.

         If any of the following shall occur on or prior to the Conversion
Termination Date, namely: (a) any reclassification or change of shares of Common
Stock issuable upon conversion of the Securities (other than a change in par
value, or from par value to no par value, or from no par value to par value, or
as a result of a subdivision or combination, or any other change for which an
adjustment is provided in Section 4.7); (b) any consolidation or merger or
combination to which the Company is a party other than a merger in which the
Company is the continuing corporation and which does not result in any
reclassification of, or change (other than in par value, or from par value to no
par value, or from no par value to par value, or as a result of a subdivision or
combination) in, the outstanding shares of Common Stock; or (c) any sale or
conveyance as an entirety or substantially as an entirety of the property and
assets of the Company, directly or indirectly, to any person, then the Company,
or such successor, purchasing or transferee corporation, as the case may be,
shall, as a condition precedent to such reclassification, change, combination,
consolidation, merger, sale or conveyance, execute and deliver to the Trustee a
supplemental indenture providing that the Holder of each Security then
outstanding shall have the right to convert such Security (other than the
Additional Conversion Payment) into the kind and amount of shares of stock and
other securities and property (including cash) receivable upon such
reclassification, change, combination, consolidation, merger, sale or conveyance
by a holder of the number of shares of Common Stock deliverable upon conversion
of such Security immediately prior to such reclassification, change,
combination, consolidation, merger, sale or conveyance; provided that such
supplemental indenture shall provide for the payment of the Additional
Conversion Payment as specified in Section 4.1 of this Indenture. Such
supplemental indenture shall provide for adjustments of the Conversion Rate
which shall be as nearly equivalent as may be practicable to the adjustments of
the Conversion Rate provided for in this Article 4. If, in the case of any such
consolidation, merger, combination, sale or conveyance, the stock or other
securities and property (including cash) receivable thereupon by a holder of
Common Stock include shares of stock or other securities and property of a
person other than the successor, purchasing or transferee corporation, as the
case may be, in such consolidation, merger, combination, sale or conveyance,
then such supplemental indenture shall also be executed by such other person and
shall contain such additional provisions to protect the interests of the Holders
of the Securities as the Board of Directors shall reasonably consider necessary
by reason of the foregoing. The provisions of this Section 4.12 shall similarly
apply to successive reclassifications, changes, combinations, consolidations,
mergers, sales or conveyances.

         In the event the Company shall execute a supplemental indenture
pursuant to this Section 4.12, the Company shall promptly file with the Trustee
(x) an Officers' Certificate briefly stating the reasons therefor, the kind or
amount of shares of stock or other securities or property (including cash)
receivable by Holders of the Securities upon the conversion of their Securities
after any such reclassification, change, combination, consolidation, merger,
sale or conveyance, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with and (y) an Opinion of Counsel that
all conditions precedent have been complied with, and shall promptly mail notice
thereof to all Holders.

                                                                            -35-
<PAGE>

         SECTION 4.13. TRUSTEE'S DISCLAIMER.

         The Trustee shall have no duty to determine when an adjustment under
this Article 4 should be made, how it should be made or what such adjustment
should be, but may accept as conclusive evidence of that fact or the correctness
of any such adjustment, and shall be protected in relying upon, an Officers'
Certificate including the Officers' Certificate with respect thereto which the
Company is obligated to file with the Trustee pursuant to Section 4.10. The
Trustee makes no representation as to the validity or value of any securities or
assets issued upon conversion of Securities, and the Trustee shall not be
responsible for the Company's failure to comply with any provisions of this
Article 4.

         The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 4.12, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 4.12.

                                    ARTICLE 5
                                  SUBORDINATION

         SECTION 5.1. AGREEMENT OF SUBORDINATION.

         The Company covenants and agrees, and each Holder of Securities issued
hereunder by its acceptance thereof likewise covenants and agrees, that all
Securities shall be issued subject to the provisions of this Article 5; and each
Person holding any Security, whether upon original issue or upon transfer,
assignment or exchange thereof, accepts and agrees to be bound by such
provisions.

         The payment of the principal of, premium, if any, and interest on all
Securities (including, but not limited to, the Redemption Price with respect to
the Securities called for redemption or the Change in Control Purchase Price
with respect to the Securities subject to purchase in accordance with Article 3
as provided in this Indenture) issued hereunder shall, to the extent and in the
manner hereinafter set forth, be subordinated and subject in right of payment to
the prior payment in full in cash or payment satisfactory to the holders of
Senior Indebtedness of all Senior Indebtedness, whether outstanding at the date
of this Indenture or thereafter incurred.

         No provision of this Article 5 shall prevent the occurrence of any
default or Event of Default hereunder.

         SECTION 5.2. PAYMENTS TO HOLDERS.

         No payment shall be made with respect to the principal of, or premium,
if any, or interest on the Securities (including, but not limited to, the
Redemption Price with respect to the Securities called for redemption or the
Change in Control Purchase Price with respect to the Securities subject to
purchase in accordance with Article 3 as provided in this Indenture), except
payments and distributions made by the Trustee as permitted by the first or
second paragraph of Section 5.5, if:

                           (i)      a default in the payment of principal of,
premium, if any, interest, rent or other obligations in respect of any
Designated Senior Indebtedness occurs and is continuing (or, in the case of
Designated Senior Indebtedness for which there is a period of grace, in the
event of such a default that continues beyond the period of grace, if any,
specified in the instrument or lease evidencing such Designated

                                                                            -36-
<PAGE>

Senior Indebtedness), unless and until such default shall have been cured or
waived or shall have ceased to exist; or

                           (ii)     a default, other than a payment default, on
any Designated Senior Indebtedness occurs and is continuing that then permits
holders of such Designated Senior Indebtedness to accelerate its maturity and
the Trustee receives a notice of the default (a "Payment Blockage Notice") from
a Representative or holder of such Designated Senior Indebtedness or the
Company.

         Subject to the provisions of Section 5.5, if the Trustee receives any
Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment
Blockage Notice shall be effective for purposes of this Section unless and until
at least 365 days shall have elapsed since the initial effectiveness of the
immediately prior Payment Blockage Notice. No nonpayment default that existed or
was continuing on the date of delivery of any Payment Blockage Notice to the
Trustee (unless such default was waived, cured or otherwise ceased to exist and
thereafter subsequently reoccurred) shall be, or be made, the basis for a
subsequent Payment Blockage Notice.

         The Company may and shall resume payments on and distributions in
respect of the Securities:

         (1)      in the case of a payment default, upon the date on which the
default is cured or waived or ceases to exist, and

         (2)      in the case of a non-payment default referred to in clause
(ii) above, the earlier of the date on which such default is cured or waived or
ceases to exist and 179 days after the date on which the applicable Payment
Blockage Notice is received, if the maturity of such Designated Senior
Indebtedness has not been accelerated, unless this Article 5 otherwise prohibits
the payment or distribution at the time of such payment or distribution.

         Upon any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company (whether voluntary or involuntary) or in bankruptcy, insolvency,
receivership or similar proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full in cash, or other payments
satisfactory to the holders of Senior Indebtedness, before any payment is made
on account of the principal of, premium, if any, or interest on the Securities
(except payments made pursuant to Article 10 from monies deposited with the
Trustee pursuant thereto prior to commencement of proceedings for such
dissolution, winding-up, liquidation or reorganization); and upon any such
dissolution or winding-up or liquidation or reorganization of the Company or
bankruptcy, insolvency, receivership or other proceeding, any payment by the
Company, or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the Holders of the Securities
or the Trustee would be entitled, except for the provision of this Article 5,
shall (except as aforesaid) be paid by the Company or by any receiver, trustee
in bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Holders of the Securities or by the Trustee under this
Indenture if received by them or it, directly to the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders, or as otherwise required by law or a
court order) or their Representative or Representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay all Senior Indebtedness in full in cash,
or other payment satisfactory to the holders of Senior Indebtedness, after
giving effect to any concurrent

                                                                            -37-
<PAGE>

payment or distribution to or for the holders of Senior Indebtedness, before any
payment or distribution is made to the Holders of the Securities or to the
Trustee.

         For purposes of this Article 5, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article 5 with respect
to the Securities to the payment of all Senior Indebtedness which may at the
time be outstanding; provided that (i) the Senior Indebtedness is assumed by the
successor entity, if any, resulting from any reorganization or readjustment, and
(ii) the rights of the holders of Senior Indebtedness (other than leases which
are not assumed by the Company or the new corporation, as the case may be) are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another entity or the liquidation or dissolution of the Company
following the conveyance, transfer or lease of its property as an entirety, or
substantially as an entirety, to another entity upon the terms and conditions
provided for in Article 7 shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 5.2 if such other
entity shall, as a part of such consolidation, merger, conveyance, transfer or
lease, comply with the conditions stated in Article 7.

         In the event of the acceleration of the Securities because of an Event
of Default, no payment or distribution shall be made to the Trustee or any
Holder of Securities in respect of the principal of, premium, if any, or
interest on the Securities by the Company (including, but not limited to, the
Redemption Price with respect to the Securities called for redemption or the
Change in Control Purchase Price with respect to the Securities subject to
purchase in accordance with Article 3 as provided in this Indenture), except
payments and distributions made by the Trustee as permitted by Section 5.5,
until all Senior Indebtedness has been paid in full in cash or other payment
satisfactory to the holders of Senior Indebtedness or such acceleration is
rescinded in accordance with the terms of this Indenture. If payment of the
Securities is accelerated because of an Event of Default, the Company shall
promptly notify holders of Senior Indebtedness of such acceleration.

         In the event that, notwithstanding the foregoing provisions, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (including, without limitation, by way
of setoff or otherwise), prohibited by the foregoing, shall be received by the
Trustee or the Holders of the Securities before all Senior Indebtedness is paid
in full, in cash or other payment satisfactory to the holders of Senior
Indebtedness, or provision is made for such payment thereof in accordance with
its terms in cash or other payment satisfactory to the holders of Senior
Indebtedness, such payment or distribution shall be held in trust for the
benefit of and shall be paid over or delivered to the holders of Senior
Indebtedness or their Representative or Representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, as calculated by the Company, for application to the payment of all
Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full, in cash or other payment satisfactory to the holders of
Senior Indebtedness, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness.

         Nothing in this Section 5.2 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 9.7. This Section 5.2 shall be subject
to the further provisions of Section 5.5.

                                                                            -38-
<PAGE>

         SECTION 5.3. SUBROGATION OF SECURITIES.

         Subject to the payment in full, in cash or other payment satisfactory
to the holders of Senior Indebtedness, of all Senior Indebtedness, the rights of
the Holders of the Securities shall be subrogated to the extent of the payments
or distributions made to the holders of such Senior Indebtedness pursuant to the
provisions of this Article 5 (equally and ratably with the holders of all
indebtedness of the Company which by its express terms is subordinated to other
indebtedness of the Company to substantially the same extent as the Securities
are subordinated and is entitled to like rights of subrogation) to the rights of
the holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company applicable to the Senior Indebtedness
until the principal, premium, if any, and interest on the Securities shall be
paid in full, in cash or other payment satisfactory to the holders of Senior
Indebtedness; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article 5, and no payment over
pursuant to the provisions of this Article 5, to or for the benefit of the
holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as between the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment by
the Company to or on account of the Senior Indebtedness; and no payments or
distributions of cash, property or securities to or for the benefit of the
Holders of the Securities pursuant to the subrogation provisions of this Article
5, which would otherwise have been paid to the holders of Senior Indebtedness
shall be deemed to be a payment by the Company to or for the account of the
Securities. It is understood that the provisions of this Article 5 are and are
intended solely for the purposes of defining the relative rights of the Holders
of the Securities, on the one hand, and the holders of the Senior Indebtedness,
on the other hand.

         Nothing contained in this Article 5 or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as among the Company, its
creditors other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest on the Securities as and when the same shall become due and payable
in accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Securities and creditors of the Company other than
the holders of the Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article 5 of the holders of Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article 5, the Trustee, subject to the provisions of Section 9.1, and
the Holders of the Securities shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such bankruptcy,
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidating trustee,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders of the Securities, for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon and all other facts pertinent thereto or to this Article 5.

         SECTION 5.4. AUTHORIZATION TO EFFECT SUBORDINATION.

         Each Holder of a Security by the Holder's acceptance thereof authorizes
and directs the Trustee on the Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 5 and appoints the Trustee to act as the Holder's attorney-in-fact for
any and all such

                                                                            -39-
<PAGE>

purposes. If the Trustee does not file a proper proof of claim or proof of debt
in the form required in any proceeding referred to in Section 5.3 hereof at
least 30 days before the expiration of the time to file such claim, the holders
of any Senior Indebtedness or their Representatives are hereby authorized to
file an appropriate claim for and on behalf of the Holders of the Securities.

         SECTION 5.5. NOTICE TO TRUSTEE.

         The Company shall give prompt written notice in the form of an
Officers' Certificate to a Trust Officer of the Trustee and to any Paying Agent
of any fact known to the Company which would prohibit the making of any payment
of monies to or by the Trustee or any Paying Agent in respect of the Securities
pursuant to the provisions of this Article 5. Notwithstanding the provisions of
this Article 5 or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article 5, unless and until a
Trust Officer of the Trustee shall have received written notice thereof at the
Corporate Trust Office from the Company (in the form of an Officers'
Certificate) or a Representative or a holder or holders of Senior Indebtedness
or from any trustee thereof; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Section 9.1, shall be entitled in all
respects to assume that no such facts exist; provided that if on a date not less
than one Business Day prior to the date upon which by the terms hereof any such
monies may become payable for any purpose (including, without limitation, the
payment of the principal of, or premium, if any, or interest on any Security)
the Trustee shall not have received, with respect to such monies, the notice
provided for in this Section 5.5, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such monies and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it on or after such prior date. Notwithstanding anything in this
Article 5 to the contrary, nothing shall prevent any payment by the Trustee to
the Holders of monies deposited with it pursuant to Article 10, and any such
payment shall not be subject to the provisions of Article 5.

         The Trustee, subject to the provisions of Section 9.1, shall be
entitled to rely on the delivery to it of a written notice by a Representative
or a person representing himself to be a holder of Senior Indebtedness (or a
trustee on behalf of such holder) to establish that such notice has been given
by a Representative or a holder of Senior Indebtedness or a trustee on behalf of
any such holder or holders. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article 5, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article 5, and if such
evidence is not furnished the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

         SECTION 5.6. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article 5 in respect of any Senior Indebtedness at any
time held by it, to the same extent as any other holder of Senior Indebtedness,
and nothing in Section 9.11 or elsewhere in this Indenture shall deprive the
Trustee of any of its rights as such holder.

                                                                            -40-
<PAGE>

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article 5, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 9.1, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to Holders of Securities,
the Company or any other person money or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article 5 or otherwise.

         SECTION 5.7. NO IMPAIRMENT OF SUBORDINATION.

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

         SECTION 5.8. CERTAIN CONVERSIONS DEEMED PAYMENT.

         For the purposes of this Article 5 only, (1) the issuance and delivery
of junior securities upon the conversion of Securities (to the extent that a
Conversion Termination has not occurred pursuant to the provisions of Section
4.2 of this Indenture) in accordance with Article 4 shall not be deemed to
constitute a payment or distribution on account of the principal of (or premium,
if any) or interest on Securities or on account of the purchase or other
acquisition of Securities, and (2) the payment, issuance or delivery of cash
(except in satisfaction of fractional shares pursuant to Section 3.8, Section
4.1(b) and Section 4.4), property or securities (other than junior securities)
upon conversion (to the extent that a Conversion Termination has not occurred
pursuant to the provisions of Section 4.2 of this Indenture) of a Security shall
be deemed to constitute payment on account of the principal of such Security.
For the purposes of this Section 5.8, the term "junior securities" means (a)
shares of any stock of any class of the Company, or (b) securities of the
Company which are subordinated in right of payment to all Senior Indebtedness
which may be outstanding at the time of issuance or delivery of such securities
to substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article. Nothing contained in this
Article 5 or elsewhere in this Indenture or in the Securities is intended to or
shall impair, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders, the right, which is absolute and unconditional, of
the Holder of any Security to convert such Security in accordance with Article
4.

         SECTION 5.9. ARTICLE APPLICABLE TO PAYING AGENTS.

         If at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article shall (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for
all intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that the first
paragraph of Section 5.5 shall not apply to the Company or any Affiliate of the
Company if it or such Affiliate acts as Paying Agent.

                                                                            -41-
<PAGE>

         SECTION 5.10. SENIOR INDEBTEDNESS ENTITLED TO RELY.

         The holders of Senior Indebtedness (including, without limitation,
Designated Senior Indebtedness) shall have the right to rely upon this Article
5, and no amendment or modification of the provisions contained herein shall
diminish the rights of such holders unless such holders shall have agreed in
writing thereto.

                                    ARTICLE 6
                                    COVENANTS

         SECTION 6.1. PAYMENT OF SECURITIES.

         The Company shall promptly make all payments in respect of the
Securities on the dates and in the manner provided in the Securities and this
Indenture. An installment of principal, Redemption Price, Change in Control
Purchase Price or interest shall be considered paid on the date it is due if the
Paying Agent (other than the Company) holds by 11:00 a.m., New York City time,
on that date money, deposited by the Company or an Affiliate thereof, sufficient
to pay the installment. The Company shall, (in immediately available funds) to
the fullest extent permitted by law, pay interest on overdue principal
(including premium, if any) and overdue installments of interest at the rate
borne by the Securities per annum.

         Payment of the principal of (and premium, if any) Redemption Price,
Change in Control Purchase Price and any interest (including Additional
Interest) on the Securities shall be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York
(which shall initially be the Trustee) in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest to Holders of Certificated Securities may be made by check
mailed to the address of the Person entitled thereto as such address appears in
the Register; provided further that a Holder of a Certificated Security with an
aggregate principal amount in excess of $2,000,000 will be paid by wire transfer
in immediately available funds at the election of such Holder if such Holder has
provided wire transfer instructions to the Company and to a Paying Agent at
least 5 Business Days prior to the payment date.

         SECTION 6.2. SEC REPORTS.

         The Company shall deliver to the Trustee, within 15 days after it files
such annual and quarterly reports, information, documents and other reports with
the SEC, copies of its annual report and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) which the Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall
comply with the other provisions of TIA Section 314(a). Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of the same shall not constitute constructive
notice of any information contained therein or determinable from information
contained therein, including the Company's compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

         SECTION 6.3. COMPLIANCE CERTIFICATES.

         The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company (beginning with the fiscal year ending
December 28, 2003), an Officers' Certificate as to the signer's knowledge of the
Company's compliance with all conditions and covenants on its part contained in
this Indenture and stating whether or not the signer knows of any default or
Event of Default. If such signer

                                                                            -42-
<PAGE>

knows of such a default or Event of Default, the Officers' Certificate shall
describe the default or Event of Default and the efforts to remedy the same. For
the purposes of this Section 6.3, compliance shall be determined without regard
to any grace period or requirement of notice provided pursuant to the terms of
this Indenture.

         SECTION 6.4. FURTHER INSTRUMENTS AND ACTS.

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

         SECTION 6.5. MAINTENANCE OF CORPORATE EXISTENCE.

         Subject to Article 7, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

         SECTION 6.6. RULE 144A INFORMATION REQUIREMENT.

         Within the period prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision), the Company covenants and agrees that (i) it shall, during
any period in which it is not subject to Section 13 or 15(d) under the Exchange
Act, upon the request of any Holder or beneficial holder of the Securities, make
available to such Holder or beneficial holder of Securities or any Common Stock
issued upon conversion thereof which continue to be Restricted Securities in
connection with any sale thereof and any prospective purchaser of Securities or
such Common Stock designated by such Holder or beneficial holder the information
required pursuant to Rule 144A(d)(4) under the Securities Act and (ii) it will
take such further action as any Holder or beneficial holder of such Securities
or such Common Stock may reasonably request, all to the extent required from
time to time to enable such Holder or beneficial holder to sell its Securities
or Common Stock without registration under the Securities Act within the
limitation of the exemption provided by Rule 144A, as such Rule may be amended
from time to time. Upon the request of any such Holder or any such beneficial
holder of the Securities or such Common Stock, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements.

         SECTION 6.7. STAY, EXTENSION AND USURY LAWS.

         The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law or other
law which would prohibit or forgive the Company from paying all or any portion
of the principal of, premium, if any, or interest on the Securities as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture, and the
Company (to the extent it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not, by resort
to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

         SECTION 6.8. PAYMENT OF ADDITIONAL INTEREST.

         If Additional Interest is payable by the Company pursuant to the
Registration Rights Agreement, the Company shall deliver to the Trustee a
certificate to that effect stating (i) the amount of such Additional

                                                                            -43-
<PAGE>

Interest that is payable and (ii) the date on which such Additional Interest is
payable. Unless and until a Trust Officer of the Trustee receives such a
certificate, the Trustee may assume without inquiry that no such Additional
Interest is payable. If the Company has paid Additional Interest directly to the
Persons entitled to it, the Company shall deliver to the Trustee a certificate
setting forth all of the particulars of such payment.

                                   ARTICLE 7
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 7.1. COMPANY MAY CONSOLIDATE, ETC, ONLY ON CERTAIN TERMS.

         The Company shall not consolidate with or merge into any other Person
(in a transaction in which the Company is not the surviving corporation), or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person (other than direct or indirect Subsidiary of the Company), unless:

                  (1) in case the Company shall consolidate with or merge into
another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the
Company substantially as an entirety shall be a corporation, limited liability
company, partnership, trust or other entity, shall be organized and existing
under the laws of the United States of America, any State thereof or the
District of Columbia and shall expressly assume the due and punctual payment of
the principal of and any premium and interest on all the Securities and the
performance or observance of every covenant of this Indenture on the part of the
Company to be performed or observed and the conversion rights (to the extent
that a Conversion Termination has not occurred pursuant to the provisions of
Section 4.2 of this Indenture) shall be provided for in accordance with Article
4, by supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee, by the Person (if other than the Company) formed by
such consolidation or into which the Company shall have been merged or by the
Person which shall have acquired the Company's assets;

                  (2) immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Company or any
Subsidiary as a result of such transaction as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of Default,
and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing; and

                  (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.

         SECTION 7.2. SUCCESSOR SUBSTITUTED.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 7.1, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such

                                                                            -44-
<PAGE>

successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.

                                    ARTICLE 8
                              DEFAULT AND REMEDIES

         SECTION 8.1. EVENTS OF DEFAULT.

         An "Event of Default" shall occur if:

                  (1) the Company defaults in the payment of any principal of,
premium, if any, on, or Redemption Price, if any, or Change in Control Purchase
Price, if any, with respect to, any Security when the same becomes due and
payable, whether or not such payment shall be prohibited by provisions of
Article 5 hereof;

                  (2) the Company defaults in the payment of any interest and
Additional Interest, if any, on any Security when the same becomes due and
payable (whether or not such payment shall be prohibited by provisions of
Article 5 hereof) and the default continues for a period of 30 days;

                  (3) the Company fails to comply with any of its other
covenants contained in the Securities or this Indenture and the default
continues and is not cured or waived for the period and after the notice
specified below;

                  (4) the entry by a court having jurisdiction in the premises
of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 90 consecutive days; or

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

                                                                            -45-
<PAGE>

         The term "Bankruptcy Law" means Title 11 of the United States Code (or
any successor thereto) or any similar federal or state law for the relief of
debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

         A default under clause (3) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in aggregate
principal amount of the Securities then outstanding notify the Company and the
Trustee, in writing of the default, and the Company does not cure the default
within 60 days after receipt of such notice. The notice given pursuant to this
Section 8.1 must specify the default, demand that it be remedied and state that
the notice is a "Notice of Default." When any default under this Section 8.1 is
cured in accordance with the provisions of this Indenture, it ceases.

         The Trustee shall not be charged with knowledge of any Event of Default
unless written notice thereof shall have been given to a Trust Officer at the
Corporate Trust Office of the Trustee by the Company, a Paying Agent, any Holder
or any agent of any Holder.

         SECTION 8.2. ACCELERATION.

         If an Event of Default (other than an Event of Default specified in
clause (4) or (5) of Section 8.1) with respect to the Company occurs and is
continuing, the Trustee may, by notice to the Company, or the Holders of at
least 25% in aggregate principal amount of the Securities then outstanding may,
by notice to the Company and the Trustee, declare all unpaid principal of the
Securities outstanding on the date of acceleration (if not then due and payable)
to be due and payable upon any such declaration, and the same shall become and
be immediately due and payable. If an Event of Default specified in clause (4)
or (5) of Section 8.1 with respect to the Company occurs, the principal of the
Securities then outstanding will automatically become immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder. Any payments by the Company on the Securities following such
acceleration will be subject to the subordination provisions of Article 5 to the
extent provided therein. After an acceleration, but before a judgment or decree
based on acceleration relating thereto by any federal or state court of
competent jurisdiction has been entered or issued, the Holders of a majority in
aggregate principal amount of the Securities then outstanding by notice to the
Trustee and the Company may rescind an acceleration and its consequences if (a)
all existing Events of Default, other than the nonpayment of the principal of
the Securities or other specified amount which has become due solely by such
declaration of acceleration, have been cured or waived; (b) to the extent the
payment of such interest is lawful, interest (calculated at the rate per annum
borne by the Securities) on overdue installments of interest and overdue
principal, which has become due otherwise than by such declaration of
acceleration, has been paid or deposited with the Trustee; (c) the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction; and (d) all payments due to the Trustee and any predecessor
Trustee under Section 9.7 have been made. No such rescission shall affect any
subsequent default or impair any right consequent thereto.

         SECTION 8.3. OTHER REMEDIES.

         If an Event of Default occurs and is continuing, the Trustee may, but
shall not be obligated to, pursue any available remedy by proceeding at law or
in equity to collect the payment of the principal of or interest on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture; provided, however, if the Holders have offered to the Trustee
reasonable indemnity to the Trustee against any loss, liability or expense, the
Trustee must pursue any such available remedies.

                                                                            -46-
<PAGE>

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any 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 to the
extent permitted by law.

         SECTION 8.4. WAIVER OF DEFAULTS AND EVENTS OF DEFAULT.

         Subject to Section 8.7 and Section 11.2, the Holders of a majority in
aggregate principal amount of the Securities then outstanding by notice to the
Trustee may waive an existing default or Event of Default and its consequences,
except a default or Event of Default in the payment of the principal or premium
(including Redemption Price, if any, or Change in Control Purchase Price, if
any), if any, or interest on any Security, a failure by the Company to convert
any Securities into Common Stock or any default or Event of Default in respect
of any provision of this Indenture or the Securities which, under Section 11.2,
cannot be modified or amended without the consent of the Holder of each Security
affected. When a default or Event of Default is waived in accordance with the
provisions of this Indenture, it is cured and ceases.

         SECTION 8.5. CONTROL BY MAJORITY.

         The Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, that the Trustee determines
in good faith may be unduly prejudicial to the rights of another Holder or the
Trustee, or that may involve the Trustee in personal liability unless the
Trustee is offered indemnity satisfactory to it; provided, however, that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

         SECTION 8.6. LIMITATIONS ON SUITS.

         Except as provided in Section 8.7 of this Indenture, a Holder may not
pursue any remedy with respect to this Indenture or the Securities unless:

                  (1) the Holder gives to the Trustee written notice of a
continuing Event of Default;

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

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

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

                  (5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a majority
in aggregate principal amount of the Securities then outstanding.

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

                                                                            -47-
<PAGE>

         SECTION 8.7. RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of the principal of, premium, if any,
and interest on the Security, on or after the respective due dates expressed in
the Security and this Indenture (or, in the case of redemption, on the
Redemption Date), to convert such Security (to the extent that a Conversion
Termination has not occurred pursuant to the provisions of Section 4.2 of this
Indenture) in accordance with Article 4 and to bring suit for the enforcement of
any such payment on or after such respective dates or the right to convert (to
the extent that a Conversion Termination has not occurred pursuant to the
provisions of Section 4.2 of this Indenture), is absolute and unconditional and
shall not be impaired or affected without the consent of the Holder.

         SECTION 8.8. COLLECTION SUIT BY TRUSTEE.

         If an Event of Default in the payment of principal or interest
specified in clause (1) or (2) of Section 8.1 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or another obligor on the Securities for the whole amount of
principal and accrued interest remaining unpaid, together with, to the extent
that payment of such interest is lawful, interest on overdue principal and on
overdue installments of interest, in each case at the rate per annum borne by
the Securities and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

         SECTION 8.9. TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any judicial proceedings relative to the Company (or any other obligor on the
Securities), its creditors or its property and shall be entitled and empowered
to collect and receive any money or other property payable or deliverable on any
such claims and to distribute the same, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 9.7, and to the extent that such payment of the reasonable compensation,
expenses, disbursements and advances in any such proceedings shall be denied for
any reason, payment of the same shall be secured by a lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
property which the Holders may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to, or, on behalf of any Holder, to authorize, accept or
adopt any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

         SECTION 8.10. PRIORITIES.

         If the Trustee collects any money pursuant to this Article 8, it shall
pay out the money in the following order:

                                                                            -48-
<PAGE>

         First, to the Trustee for amounts due under Section 9.7;

         Second, to the holders of Senior Indebtedness to the extent required by
Article 5;

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

         Fourth, the balance, if any, to the Company.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 8.10. At least 15 days before such record date,
the Trustee shall mail to each Holder and the Company a notice that states the
record date, the payment date and the amount to be paid.

         SECTION 8.11. UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as 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 and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 8.11 does not apply to a suit made by the Trustee, a suit
by a Holder pursuant to Section 8.7, or a suit by Holders of more than 10% in
aggregate principal amount of the Securities then outstanding.

                                    ARTICLE 9
                                     TRUSTEE

         SECTION 9.1. DUTIES OF TRUSTEE.

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

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

                  (1) the Trustee need perform only those duties as are
specifically set forth in this Indenture and no others; 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. The Trustee,
however, shall examine any certificates and opinions which by any provision
hereof are specifically required to be delivered to the Trustee to determine
whether or not they conform to the requirements of this Indenture.

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

                  (1) this paragraph does not limit the effect of subsection (b)
of this Section 9.1;

                                                                            -49-
<PAGE>

                  (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
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 8.5.

         (d) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers unless the Trustee shall have received adequate indemnity in
its reasonable opinion against potential costs and liabilities incurred by it
relating thereto.

         (e) Every provision of this Indenture that in any way relates to the
Trustee is subject to subsections (a), (b), (c) and (d) of this Section 9.1.

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

         SECTION 9.2. RIGHTS OF TRUSTEE.

         Subject to Section 9.1:

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

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

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

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

         (e) The Trustee may consult with counsel of its selection, and the
advice or opinion of such counsel as to matters of law shall be full and
complete authorization and protection in respect of any such action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

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

         (g) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion,

                                                                            -50-
<PAGE>

may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the sole cost of the
Company and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation.

         (h) The Trustee shall not be deemed to have notice of any Default or
Event of Default 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, and such notice
references the Securities and this Indenture.

         (i) 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 9.3. INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee is
subject to Section 9.10 and Section 9.11.

         SECTION 9.4. TRUSTEE'S DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.

         SECTION 9.5. NOTICE OF DEFAULT OR EVENTS OF DEFAULT.

         If a default or an Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to each Securityholder notice of
the default or Event of Default within 90 days after it occurs. However, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding notice is in the interests of
Securityholders, except in the case of a default or an Event of Default in
payment of the principal of or interest on any Security.

         SECTION 9.6. REPORTS BY TRUSTEE TO HOLDERS.

         If such report is required by TIA Section 313, within 60 days after
each June 15, beginning with the June 15 following the date of this Indenture,
the Trustee shall mail to each Securityholder a brief report dated as of such
June 15 that complies with TIA Section 313(a). The Trustee also shall comply
with TIA Section 313(b)(2) and (c).

         A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and filed with the SEC and each stock exchange,
if any, on which the Securities are listed. The Company shall notify the Trustee
whenever the Securities become listed on any stock exchange or listed or
admitted to trading on any quotation system and any changes in the stock
exchanges or quotation systems on which the Securities are listed or admitted to
trading and of any delisting thereof.

                                                                            -51-
<PAGE>

         SECTION 9.7. COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time such
compensation (as agreed to from time to time by the Company and the Trustee in
writing) for its services (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust). The Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it in accordance with
the Indenture. Such expenses may include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

         The Company shall indemnify the Trustee or any predecessor Trustee
(which for purposes of this Section 9.7 shall include its officers, directors,
employees and agents) for, and hold it harmless against, any and all loss,
liability or expense including taxes (other than taxes based upon, measured by
or determined by the income of the Trustee) (including reasonable legal fees and
expenses) incurred by it in connection with the acceptance or administration of
its duties under this Indenture or any action or failure to act as authorized or
within the discretion or rights or powers conferred upon the Trustee hereunder
including the reasonable costs and expenses of the Trustee and its counsel in
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The Trustee shall
notify the Company promptly of any claim asserted against the Trustee for which
it may seek indemnity. The Company need not pay for any settlement without its
written consent, which shall not be unreasonably withheld.

         The Company need not reimburse the Trustee for any expense or indemnify
it against any loss or liability incurred by it resulting from its gross
negligence, willful misconduct, recklessness or bad faith.

         To secure the Company's payment obligations in this Section 9.7, the
Trustee shall have a senior claim to which the Securities are hereby made
subordinate on all money or property held or collected by the Trustee, except
such money or property held in trust to pay the principal of and interest on the
Securities. The obligations of the Company under this Section 9.7 shall survive
the satisfaction and discharge of this Indenture or the resignation or removal
of the Trustee.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in clause (4) or (5) of Section 8.1 occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law. The provisions of this Section shall
survive the termination of this Indenture.

         SECTION 9.8. REPLACEMENT OF TRUSTEE.

         The Trustee may resign by so notifying the Company. The Holders of a
majority in aggregate principal amount of the Securities then outstanding may
remove the Trustee by so notifying the Trustee and may, with the Company's
written consent, appoint a successor Trustee. The Company may remove the Trustee
if:

                  (1) the Trustee fails to comply with Section 9.10;

                  (2) the Trustee is adjudged a bankrupt or an insolvent;

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

                  (4) the Trustee becomes incapable of acting.

                                                                            -52-
<PAGE>

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. The resignation or removal of a Trustee shall not be effective until a
successor Trustee shall have delivered the written acceptance of its appointment
as described below.

         If a successor Trustee does not take office within 45 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of 10% in principal amount of the Securities then outstanding may
petition any court of competent jurisdiction for the appointment of a successor
Trustee at the expense of the Company.

         If the Trustee fails to comply with Section 9.10, the Company may
remove the Trustee and any Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee and be released from its obligations (exclusive of any
liabilities that the retiring Trustee may have incurred while acting as Trustee)
hereunder, 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. A successor Trustee shall mail
notice of its succession to each Holder.

         A retiring Trustee shall not be liable for the acts or omissions of any
successor Trustee after its succession.

         Notwithstanding replacement of the Trustee pursuant to this Section
9.8, the Company's obligations under Section 9.7 shall continue for the benefit
of the retiring Trustee.

         SECTION 9.9. SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets (including the
administration of this Indenture) to, another corporation, the resulting,
surviving or transferee corporation, without any further act, shall be the
successor Trustee, provided such transferee corporation shall qualify and be
eligible under Section 9.10. Such successor Trustee shall promptly mail notice
of its succession to the Company and each Holder.

         SECTION 9.10. ELIGIBILITY; DISQUALIFICATION.

         The Trustee shall always satisfy the requirements of paragraphs (1),
(2) and (5) of TIA Section 310(a). The Trustee (or its parent holding company)
shall have a combined capital and surplus of at least $50,000,000. If at any
time the Trustee shall cease to satisfy any such requirements, it shall resign
immediately in the manner and with the effect specified in this Article 9. The
Trustee shall be subject to the provisions of TIA Section 310(b). Nothing herein
shall prevent the Trustee from filing with the SEC the application referred to
in the penultimate paragraph of TIA Section 310(b).

         SECTION 9.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                                                            -53-
<PAGE>

                                   ARTICLE 10
                     SATISFACTION AND DISCHARGE OF INDENTURE

         SECTION 10.1. SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture shall cease to be of further effect (except as to any
surviving rights of conversion (to the extent that a Conversion Termination has
not occurred pursuant to the provisions of Section 4.2 of this Indenture),
registration of transfer or exchange of Securities herein expressly provided for
and except as further provided below), and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (1) either

                           (A) all Securities theretofore authenticated and
delivered (other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.7 and (ii)
Securities for whose payment money has theretofore been deposited in trust and
thereafter repaid to the Company as provided in Section 10.3) have been
delivered to the Trustee for cancellation; or

                           (B) all such Securities not theretofore delivered to
the Trustee for cancellation

                                    (i) have become due and payable, or

                                    (ii) will become due and payable at the
Final Maturity Date within one year, or

                                    (iii) are to be called for redemption within
one year under arrangements reasonably satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense,
of the Company,

                           and the Company, in the case of clause (i), (ii) or
(iii) above, has irrevocably deposited or caused to be irrevocably deposited
with the Trustee or a Paying Agent (other than the Company or any of its
Affiliates) as trust funds in trust for such purpose cash in an amount
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal and
interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Final Maturity Date or Redemption Date, as the
case may be;

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 9.7 shall survive and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the provisions of Section 2.3, Section 2.4, Section
2.5, Section 2.6, Section 2.7, Section 2.12, Section 3.8, Section 3.9, Section
3.10, Section 3.11, Section 3.12, Section 3.13, Section 12.5, Article 4 (to the
extent that a Conversion Termination has not occurred pursuant to

                                                                            -54-
<PAGE>

the provisions of Section 4.2 of this Indenture), the last paragraph of Section
6.1 and this Article 10, shall survive until the Securities have been paid in
full.

         SECTION 10.2. APPLICATION OF TRUST MONEY.

         Subject to the provisions of Section 10.3, the Trustee or a Paying
Agent shall hold in trust, for the benefit of the Holders, all money deposited
with it pursuant to Section 10.1 and shall apply the deposited money in
accordance with this Indenture and the Securities to the payment of the
principal of and interest on the Securities. Money so held in trust shall not be
subject to the subordination provisions of Article 5.

         SECTION 10.3. REPAYMENT TO COMPANY.

         The Trustee and each Paying Agent shall promptly pay to the Company any
excess money (i) deposited with them pursuant to Section 10.1 and (ii) held by
them at any time.

         The Trustee and each Paying Agent shall pay to the Company any money
held by them for the payment of principal or interest that remains unclaimed two
years after a right to such money has matured or, if the Company has delivered
to the Trustee and each Paying Agent a certificate to the effect that applicable
escheat laws have been amended and has requested that the Trustee deliver such
funds to the Company at an earlier date, then the Trustee and each Paying Agent
shall deliver such funds to the Company in accordance with such request;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such payment, may at the expense of the Company cause to be mailed
to each Holder entitled to such money notice that such money remains unclaimed
and that after a date specified therein, which shall be at least 30 days from
the date of such mailing, any unclaimed balance of such money then remaining
will be repaid to the Company. After payment to the Company, Holders entitled to
money must look to the Company for payment as general creditors unless an
abandoned property law designates another person.

         SECTION 10.4. REINSTATEMENT.

         If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 10.2 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 10.1 until such
time as the Trustee or such Paying Agent is permitted to apply all such money in
accordance with Section 10.2; provided, however, that if the Company has made
any payment of the principal of or interest on any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive any such payment from the money
held by the Trustee or such Paying Agent.

                                   ARTICLE 11
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         SECTION 11.1. WITHOUT CONSENT OF HOLDERS.

         The Company and the Trustee may amend, modify or supplement this
Indenture or the Securities without notice to or consent of any Securityholder:

         (a) to comply with Section 4.12 and Section 7.1;

                                                                            -55-
<PAGE>

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

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

         (d) to comply with the provisions of the TIA;

         (e) to appoint a successor Trustee;

         (f) to provide for uncertificated Securities in addition to or in place
of Certificated Securities; or

         (g) to add to the covenants of the Company for the equal and ratable
benefit of the Securityholders or to surrender any right, power or option
conferred upon the Company.

         SECTION 11.2. WITH CONSENT OF HOLDERS.

         The Company and the Trustee may amend or supplement this Indenture or
the Securities with the written consent of the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding. The Holders of at
least a majority in aggregate principal amount of the Securities then
outstanding may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Securities without notice to any
Securityholder. However, notwithstanding the foregoing but subject to Section
11.4, without the written consent of each Securityholder affected, an amendment,
supplement, modification or waiver, including a waiver pursuant to Section 8.4,
may not:

         (a) change the stated maturity of the principal of, or any installment
of principal of or interest on, any Security;

         (b) reduce the principal amount of, or any premium or interest on, or
the Redemption Price, if any, or the Change in Control Purchase Price, if any,
with respect to, any Security;

         (c) reduce the amount of principal of the Securities payable upon
acceleration of the maturity of any Security;

         (d) change the place or currency of payment of principal of, or any
premium or interest on, or the Redemption Price, if any, or the Change in
Control Purchase Price, if any, with respect to, any Security;

         (e) impair the right to institute suit for the enforcement of any
payment on, or with respect to, any Security;

         (f) modify the subordination provisions of Article 5 in a manner
materially adverse to the Holders of Securities;

         (g) adversely affect the right of Holders to convert Securities (to the
extent that a Conversion Termination has not occurred pursuant to the provisions
of Section 4.2 of this Indenture), other than as provided in or under Article 4
of this Indenture;

         (h) reduce the percentage of the aggregate principal amount of the
outstanding Securities whose Holders must consent to a modification or amendment
of the Indenture;

                                                                            -56-
<PAGE>

         (i) reduce the percentage of the aggregate principal amount of the
outstanding Securities necessary for the waiver of compliance with certain
provisions of this Indenture or the waiver of certain defaults under this
Indenture; and

         (j) modify any of the provisions of this Section 11.2 or Section 8.4,
except to increase any such percentage or to provide that certain provisions of
this Indenture cannot be modified or waived without the consent of the Holder of
each outstanding Security affected thereby.

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

         After an amendment, supplement or waiver under this Section 11.2
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver. An amendment or supplement under this Section 11.2 or under Section 11.1
may not make any change that adversely affects the rights under Article 5 of any
holder of an issue of Senior Indebtedness unless the holders of that issue,
pursuant to its terms, consent to the change.

         SECTION 11.3. COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as in effect at the date of such amendment or
supplement.

         SECTION 11.4. REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to its Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment, supplement or waiver becomes
effective.

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

         SECTION 11.5. NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.

                                                                            -57-
<PAGE>

         SECTION 11.6. TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article 11 if the amendment or supplemental
indenture does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, in its sole discretion,
but need not sign it. In signing or refusing to sign such amendment or
supplemental indenture, the Trustee shall be entitled to receive and, subject to
Section 9.1, shall be fully protected in relying upon, an Opinion of Counsel
stating that such amendment or supplemental indenture is authorized or permitted
by this Indenture. The Company may not sign an amendment or supplemental
indenture until the Board of Directors approves it.

         SECTION 11.7. EFFECT OF SUPPLEMENTAL INDENTURES

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

                                   ARTICLE 12
                                  MISCELLANEOUS

         SECTION 12.1. TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by any of Sections 310 to 317, inclusive, of the TIA through
operation of Section 318(c) thereof, such imposed duties shall control.

         SECTION 12.2. NOTICES.

         Any demand, authorization notice, request, consent or communication
shall be given in writing and delivered in person or mailed by first-class mail,
postage prepaid, addressed as follows or transmitted by facsimile transmission
(confirmed by delivery in person or mail by first-class mail, postage prepaid,
or by guaranteed overnight courier) to the following facsimile numbers:

                  if to the Company, to:

                  Cypress Semiconductor Corporation
                  3901 North First Street
                  San Jose, California 95134
                  Attn: Chief Financial Officer
                  Facsimile No.: (408) 943-2796

                  if to the Trustee, to:

                  U.S. Bank National Association
                  550 S. Hope Street, 5th Floor
                  Los Angeles, California 90071
                  Attn: Corporate Trust Services (Cypress Semiconductor
                   Corporation -- 1.25% Convertible

                                                                            -58-
<PAGE>

                  Subordinated Plus Cash Notes due June 15, 2008)
                  Facsimile No.: (213) 533-8729

         Such notices or communications shall be effective when received.

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

         Any notice or communication mailed to a Securityholder shall be mailed
by first-class mail or delivered by an overnight delivery service to it at its
address shown on the register kept by the Primary Registrar.

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

         SECTION 12.3. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

         Securityholders may communicate pursuant to TIA Section 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and any other person shall
have the protection of TIA Section 312(c).

         SECTION 12.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         (a) Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee
at the request of the Trustee:

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

                  (2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent (including any covenants, compliance with
which constitutes a condition precedent) have been complied with.

         (b) Each Officers' Certificate and Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

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

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

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

                                                                            -59-
<PAGE>

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

provided however, that with respect to matters of fact an Opinion of Counsel may
rely on an Officers' Certificate or certificates of public officials.

         SECTION 12.5. RECORD DATE FOR VOTE, WAIVER OR CONSENT OF
SECURITYHOLDERS.

         The Company (or, in the event deposits have been made pursuant to
Section 10.1, the Trustee) may set a record date for purposes of determining the
identity of Holders entitled to vote, waive or consent to any action by such
vote, consent or waiver authorized or permitted under this Indenture, which
record date shall not be more than thirty (30) days prior to the date of the
commencement of solicitation of such action. Notwithstanding the provisions of
Section 11.4, if a record date is fixed, those persons who were Holders of
Securities at the close of business on such record date (or their duly
designated proxies), and only those persons, shall be entitled to take such
action by vote or consent or to revoke any vote or consent previously given,
whether or not such persons continue to be Holders after such record date.

         SECTION 12.6. RULES BY TRUSTEE, PAYING AGENT, REGISTRAR AND CONVERSION
AGENT.

         The Trustee may make reasonable rules (not inconsistent with the terms
of this Indenture) for action by or at a meeting of Holders. Any Registrar,
Paying Agent or Conversion Agent may make reasonable rules for its functions.

         SECTION 12.7. LEGAL HOLIDAYS.

         A "Legal Holiday" is a Saturday, Sunday or a day on which state or
federally chartered banking institutions in New York, New York and the state in
which the Corporate Trust Office is located are not required to be open. 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 12.8. 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 12.9. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a Subsidiary of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

                                                                            -60-
<PAGE>

         SECTION 12.10. NO RECOURSE AGAINST OTHERS.

         All liability described in paragraph 17 of the Securities of any
director, officer, employee or stockholder, as such, of the Company is waived
and released.

         SECTION 12.11. SUCCESSORS.

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

         SECTION 12.12. MULTIPLE COUNTERPARTS.

         The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent the same agreement.

         SECTION 12.13. SEPARABILITY.

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

         SECTION 12.14. TABLE OF CONTENTS, HEADINGS, ETC.

         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 to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

                            [SIGNATURE PAGE FOLLOWS]

                                                                            -61-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the date and year first above written.

                                    CYPRESS SEMICONDUCTOR CORPORATION

                                    By: /s/ Emmanuel Hernandez
                                        ----------------------------------------

                                    Name: Emmanuel Hernandez

                                    Title: Executive Vice President, Finance and
                                           Administration and Chief Financial
                                           Officer

                                    U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

                                    By: /s/ Bradley Scarbrough
                                        ----------------------------------------

                                    Name: Bradley Scarbrough

                                    Title: Vice President

<PAGE>

                                    EXHIBIT A
                           [FORM OF FACE OF SECURITY]

         [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO CYPRESS SEMICONDUCTOR CORPORATION OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.](1)

         [THE NOTE EVIDENCED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION OF THE NOTE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF
THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE
144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR
OTHERWISE TRANSFER THIS NOTE OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS NOTE EXCEPT (A) TO CYPRESS SEMICONDUCTOR CORPORATION, OR ANY SUBSIDIARY
THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (D) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (3)
PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(D) ABOVE), IT
WILL FURNISH TO U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE (OR A

-------------------------
(1) This phrase should be included only if the security is a Global Security.

                                                                             A-1

<PAGE>

SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER
IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR
TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER
RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER
MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO U.S. BANK NATIONAL
ASSOCIATION, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE). THIS LEGEND
WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS NOTE PURSUANT TO CLAUSE
2(D) ABOVE OR UPON ANY TRANSFER OF THIS NOTE UNDER RULE 144(K) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION). THE INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
VIOLATION OF THE FOREGOING RESTRICTION.](2)

-------------------------
(2) This phrase should be included only if the Security is a Restricted
Security.

                                                                             A-2

<PAGE>

                        CYPRESS SEMICONDUCTOR CORPORATION

CUSIP: __________                                                       R-______

        1.25% CONVERTIBLE SUBORDINATED PLUS CASH NOTES DUE JUNE 15, 2008

         Cypress Semiconductor Corporation, a Delaware corporation (the
"Company", which term shall include any successor corporation under the
Indenture referred to on the reverse hereof), promises to pay to___________
_________________, or registered assigns, the principal sum of
_____________________________ Dollars ($__________) on June 15, 2008 [OR SUCH
GREATER OR LESSER AMOUNT AS IS INDICATED ON THE SCHEDULE OF EXCHANGES OF NOTES
ON THE OTHER SIDE OF THIS NOTE].(3)

Interest Payment Dates: June 15 and December 15

Record Dates: June 1 and December 1

         This Note is convertible as specified on the other side of this Note.
Additional provisions of this Note are set forth on the other side of this Note.

                             SIGNATURE PAGE FOLLOWS

-------------------------
(3) This phrase should be included only if the Security is a Global Security.

                                                                             A-3

<PAGE>

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

                                          CYPRESS SEMICONDUCTOR CORPORATION

                                          By: __________________________________
                                          Name:
                                          Title:

Attest:

_________________________________
Name:
Title:

Dated:

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

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:

_________________________________
Authorized Signatory

                                                                             A-4

<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]

                        CYPRESS SEMICONDUCTOR CORPORATION
        1.25% CONVERTIBLE SUBORDINATED PLUS CASH NOTES DUE JUNE 15, 2008

1.       INTEREST

         Cypress Semiconductor Corporation, a Delaware corporation (the
"Company", which term shall include any successor corporation under the
Indenture hereinafter referred to), promises to pay interest on the principal
amount of this Note at the rate of 1.25% per annum. The Company shall pay
interest semiannually on June 15 and December 15 of each year, commencing
December 15, 2003. Interest on the Notes shall accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from June 3,
2003; provided, however, that if there is not an existing default in the payment
of interest and if this Note is authenticated between a record date referred to
on the face hereof (beginning with the December 1, 2003 record date) and the
next succeeding interest payment date, interest shall accrue from such interest
payment date. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Any reference herein to interest accrued or payable as of any
date shall include any Additional Interest accrued or payable on such date as
provided in the Registration Rights Agreement.

2.       METHOD OF PAYMENT

         The Company shall pay interest on this Note (except defaulted interest)
to the person who is the Holder of this Note at the close of business on June 1
or December 1, as the case may be, next preceding the related interest payment
date. The Holder must surrender this Note to a Paying Agent to collect payment
of principal. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. The Company may, however, pay principal and interest in respect
of any Certificated Security by check or wire payable in such money; provided,
however, that a Holder of a Certificated Security with an aggregate principal
amount in excess of $2,000,000 will be paid by wire transfer in immediately
available funds at the election of such Holder if such Holder has provided wire
transfer instructions to the Company and to a Paying Agent at least 5 Business
Days prior to the payment date. The Company may mail an interest check to the
Holder's registered address. Notwithstanding the foregoing, so long as this Note
is registered in the name of a Depositary or its nominee, all payments hereon
shall be made by wire transfer of immediately available funds to the account of
the Depositary or its nominee.

3.       PAYING AGENT, REGISTRAR AND CONVERSION AGENT

         Initially, U.S. Bank National Association (the "Trustee", which term
shall include any successor trustee under the Indenture hereinafter referred to)
will act as Paying Agent, Registrar and Conversion Agent. The Company may change
any Paying Agent, Registrar or Conversion Agent without notice to the Holder.
The Company or any of its Subsidiaries may, subject to certain limitations set
forth in the Indenture, act as Paying Agent or Registrar.

4.       INDENTURE, LIMITATIONS

         This Note is one of a duly authorized issue of securities of the
Company designated as its 1.25% Convertible Subordinated Plus Cash Notes due
June 15, 2008 (the "Notes"), issued under an Indenture dated as of June 3, 2003
(together with any supplemental indentures thereto, the "Indenture"), between
the

                                                                             A-5

<PAGE>

Company and the Trustee. The terms of this Note include those stated in the
Indenture and those required by or made part of the Indenture by reference to
the Trust Indenture Act of 1939, as amended, as in effect on the date of the
Indenture. This Note is subject to all such terms, and the Holder of this Note
is referred to the Indenture and said Act for a statement of them.

         The Notes are subordinated unsecured obligations of the Company limited
to $650,000,000 aggregate principal amount, subject to Section 2.2 of the
Indenture. The Indenture does not limit other debt of the Company, secured or
unsecured, including Senior Indebtedness.

5.       OPTIONAL REDEMPTION

The Notes are subject to redemption, at any time on or after June 20, 2006, as a
whole or from time to time in part, at the election of the Company at 100% of
the principal amount of the Notes together with accrued interest up to, but not
including, the Redemption Date; provided that if the Redemption Date is an
interest payment date, then the interest shall be payable to the Holders in
whose names the Notes are registered at the close of business on the record date
for the interest payment date.

         Notice of redemption will be mailed by first-class mail at least 20
days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at its registered address. Notes in denominations larger
than $1,000 may be redeemed in part, but only in whole multiples of $1,000. On
and after the Redemption Date, subject to the deposit with the Paying Agent of
funds sufficient to pay the Redemption Price plus accrued interest, if any,
accrued to, but excluding, the Redemption Date, interest shall cease to accrue
on Notes or portions of them called for redemption.

6.       PURCHASE OF NOTES AT OPTION OF HOLDER UPON A CHANGE IN CONTROL

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase all or any part
specified by the Holder (so long as the principal amount of such part is $1,000
or an integral multiple of $1,000 in excess thereof) of the Notes held by such
Holder on the date that is 30 Business Days after the occurrence of a Change in
Control, at a purchase price equal to 100% of the principal amount thereof
together with accrued and unpaid interest to, but excluding, the Change in
Control Purchase Date; provided that if the Change in Control Purchase Date is
an interest payment date, then the interest shall be payable to Holders in whose
names the Notes are registered at the close of business on the record date for
the interest payment date. The Holder shall have the right to withdraw any
Change in Control Purchase Notice (in whole or in a portion thereof that is
$1,000 or an integral multiple of $1,000 in excess thereof) at any time prior to
the close of business on the Business Day next preceding the Change in Control
Purchase Date by delivering a written notice of withdrawal to the Paying Agent
in accordance with the terms of the Indenture.

7.       CONVERSION

         A Holder of a Note may convert (to the extent a Conversion Termination
has not occurred pursuant to the terms of the Indenture) the principal amount of
such Note (or any portion thereof equal to $1,000 or any integral multiple of
$1,000 in excess thereof) into shares of Common Stock at the Conversion Rate
then in effect and the Additional Conversion Payment at any time prior to the
close of business on June 15, 2008; provided, however, that if the Note is
called for redemption or subject to purchase upon a Change in Control, the
conversion right will terminate at the close of business on the Business Day
immediately preceding the

                                                                             A-6

<PAGE>

Redemption Date or the Change in Control Purchase Date, as the case may be, for
such Note or such earlier date as the Holder presents such Note for redemption
or purchase.

         The initial Conversion Rate is 55.172 for each U.S. $1,000 principal
amount of Notes, subject to adjustment under certain circumstances as provided
in the Indenture. The Additional Conversion Payment is $300 for each U.S. $1,000
principal amount of Notes.

         The Company may elect to pay the Additional Conversion Payment by
delivery of shares of Common Stock if certain conditions are satisfied under the
Indenture.

         To convert a Note (to the extent a Conversion Termination has not
occurred pursuant to the terms of the Indenture), a Holder must (a) complete and
manually sign the conversion notice set forth on the back of this Note and
deliver such notice to a Conversion Agent, (b) surrender the Note to a
Conversion Agent, (c) furnish appropriate endorsements and transfer documents if
required by a Registrar or a Conversion Agent, and (d) pay any transfer or
similar tax, if required. Notes so surrendered for conversion (to the extent a
Conversion Termination has not occurred pursuant to the terms of the Indenture)
(in whole or in part) during the period from the close of business on any
regular interest payment record date to the opening of business on the next
succeeding interest payment date (excluding Notes or portions thereof called for
redemption or for which the Company sent a Conversion Termination Notice) shall
also be accompanied by payment in funds acceptable to the Company of an amount
equal to the interest payable on such interest payment date on the principal
amount of such Note then being converted. If the Company defaults in the payment
of interest payable on such interest payment date, the Company shall promptly
repay such funds to such Holder. A Holder may convert a portion of a Note equal
to $1,000 or any integral multiple thereof.

         A Note in respect of which a Holder had delivered a Change in Control
Purchase Notice exercising the option of such Holder to require the Company to
purchase such Note may be converted prior to the Conversion Termination Date
only if the Change in Control Purchase Notice is withdrawn in accordance with
the terms of the Indenture.

8.       TERMINATION OF CONVERSION RIGHTS

         The Company may, at its option and subject to the last sentence of this
paragraph, elect to terminate the right of the Holders to convert their Notes
into Common Stock at then applicable Conversion Rate and the Additional
Conversion Payment (the "Conversion Right") if the Conversion Value of the Notes
is greater than 150% of the principal amount of the Notes for at least 20
Trading Days within a period of any 30 consecutive Trading Days (a "Conversion
Termination Trigger Event"). If the Company elects to terminate the Conversion
Right upon a Conversion Termination Trigger Event, the Company will be required
to deliver an irrevocable notice to Holders of Notes within five Trading Days of
the date of the Conversion Termination Trigger Event (the "Conversion
Termination Notice," and the date of such Conversion Termination Notice, the
"Conversion Termination Notice Date"). Holders may convert their Notes at any
time on or prior to the twentieth (20th) day following the Conversion
Termination Notice Date (the "Conversion Termination Date"). The Conversion
Rights of Holders shall terminate after the Conversion Termination Date (a
"Conversion Termination"), and thereafter the Holders shall have no rights to
convert and receive shares of Common Stock or any Additional Conversion Payment
under the Notes or this Indenture. The Company may terminate the Conversion
Right upon a Conversion Termination Trigger Event during the two-year period
after the Issue Date of the Notes only if a shelf registration statement that
registers the resale of the Notes and the Common Stock issuable upon conversion
of the Notes (the "Shelf Registration Statement") has been filed by the Company
and been declared effective by the SEC and is available for use, and the Company
expects such

                                                                             A-7

<PAGE>

Shelf Registration Statement to remain effective and available for use from the
Conversion Termination Notice Date until thirty (30) days following the
Conversion Termination Date, unless under the terms of the Registration Rights
Agreement the Company is no longer obligated to keep the Shelf Registration
Statement effective and available for use.

         If the Conversion Termination Date occurs prior to June 20, 2006, the
Company shall make an additional payment (the "Make-Whole Payment") with respect
to the Notes converted by Holders after the Conversion Termination Notice Date
and on or before the Conversion Termination Date in an amount equal to the total
value of the aggregate amount of interest that would have been payable on the
Notes from the last day through which interest was paid on the Notes, or June 3,
2003, if no interest has been paid, through June 15, 2006.

9.       SUBORDINATION

         The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Indebtedness of the Company. Any Holder
by accepting this Note agrees to and shall be bound by such subordination
provisions and authorizes the Trustee to give them effect. In addition to all
other rights of Senior Indebtedness described in the Indenture, the Senior
Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of the subordination provisions irrespective of any amendment,
modification or waiver of any terms of any instrument relating to the Senior
Indebtedness or any extension or renewal of the Senior Indebtedness.

10.      DENOMINATIONS, TRANSFER, EXCHANGE

         The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. A Holder may register the transfer of
or exchange Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes or other governmental charges that may be imposed
in relation thereto by law or permitted by the Indenture.

11.      PERSONS DEEMED OWNERS

         The Holder of a Note may be treated as the owner of it for all
purposes.

12.      UNCLAIMED MONEY

         If money for the payment of principal or interest remains unclaimed for
two years after a right to such money has matured or, if the Company has
delivered to the Trustee and each Paying Agent a certificate to the effect that
applicable escheat laws have been amended and has requested that the Trustee
deliver such funds to the Company at an earlier date, then the Trustee and each
Paying Agent shall deliver such funds to the Company in accordance with such
request. After that, Holders entitled to money must look to the Company for
payment unless an abandoned property law designates another person.

13.      AMENDMENT, SUPPLEMENT AND WAIVER

         Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding, and an existing
default or Event of Default and its consequences or compliance with any
provision of the

                                                                             A-8

<PAGE>

Indenture or the Notes may be waived in a particular instance with the consent
of the Holders of a majority in aggregate principal amount of the Notes then
outstanding. Without the consent of or notice to any Holder, the Company and the
Trustee may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, defect or inconsistency or make any other change
that does not materially adversely affect the rights of any Holder.

14.      SUCCESSOR ENTITY

         When a successor entity assumes all the obligations of its predecessor
under the Notes and the Indenture in accordance with the terms and conditions of
the Indenture, the predecessor entity will (except in certain circumstances
specified in the Indenture) be released from those obligations.

15.      DEFAULTS AND REMEDIES

         Under the Indenture, an Event of Default shall occur if: (i) the
Company defaults in payment of any principal of, premium, if any, on, or
Redemption Price, if any, or Change in Control Repurchase Price, if any, with
respect to, any Notes when the same becomes due and payable, whether or not
prohibited by the subordination provisions of the Indenture; (ii) the Company
defaults in the payment of any interest and Additional Interest, if any, on any
Notes when the same becomes due and payable and the default continues for a
period of 30 days, whether or not prohibited by the subordination provisions of
the Indenture; (iii) the Company fails for 60 days after notice to it to comply
with any of its other covenants contained in the Indenture or the Notes; and
(iv) certain events of bankruptcy, insolvency or reorganization of the Company
or any Significant Subsidiary occurs as provided in Section 8.1 of the
Indenture. If an Event of Default (other than as a result of certain events of
bankruptcy, insolvency or reorganization of the Company as provided in Section
8.1 of the Indenture) occurs and is continuing, the Trustee may, by notice to
the Company, or the Holders of at least 25% in aggregate principal amount of the
Notes then outstanding may declare all unpaid principal of the Notes outstanding
on the date of acceleration to be due and payable immediately, all as and to the
extent provided in the Indenture. If an Event of Default occurs as a result of
certain events of bankruptcy, insolvency or reorganization of the Company, all
unpaid principal of the Notes then outstanding shall become due and payable
immediately without any declaration or other act on the part of the Trustee or
any Holder, all as and to the extent provided in the Indenture. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require reasonable indemnity before it enforces the Indenture or the
Notes. Subject to certain limitations set forth in the Indenture, Holders of a
majority in aggregate principal amount of the Notes then outstanding may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing default (except a default in payment of
principal or interest) if it determines that withholding notice is in their
interests. The Company is required to file periodic reports with the Trustee as
to the absence of default.

16.      TRUSTEE DEALINGS WITH THE COMPANY

         U.S. Bank National Association, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from and
perform services for the Company or an Affiliate of the Company, and may
otherwise deal with the Company or an Affiliate of the Company, as if it were
not the Trustee.

                                                                             A-9

<PAGE>

17.      NO RECOURSE AGAINST OTHERS

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or the Indenture nor for any claim based on, in respect of or by reason of such
obligations or their creation. The Holder of this Note by accepting this Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of this Note.

18.      AUTHENTICATION

         This Note shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of this
Note.

19.      ABBREVIATIONS AND DEFINITIONS

         Customary abbreviations may be used in the name of the Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors Act).

         All terms defined in the Indenture and used in this Note but not
specifically defined herein are defined in the Indenture and are used herein as
so defined.

20.      INDENTURE TO CONTROL; GOVERNING LAW

         In the case of any conflict between the provisions of this Note and the
Indenture, the provisions of the Indenture shall control. This Note shall be
governed by, and construed in accordance with, the laws of the State of New
York.

         The Company will furnish to any Holder, upon written request and
without charge, a copy of the Indenture. Requests may be made to: Cypress
Semiconductor Corporation, 3901 North First Street San Jose, California 95134,
Attention: Chief Financial Officer.

                                                                            A-10

<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

         I or we assign and transfer this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint

________________________________________________________________________________

agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him or her.

                                       Your Signature:

Date: _____________________________    _________________________________________
                                       (Sign exactly as your name appears on the
                                       other side of this Note)

*Signature guaranteed by:

By: _______________________________

         *    The signature must be guaranteed by an institution which is a
              member of one of the following recognized signature guaranty
              programs: (i) the Securities Transfer Agent Medallion Program
              (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP);
              (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such
              other guaranty program acceptable to the Trustee.

                                                                            A-11

<PAGE>

                                CONVERSION NOTICE

         To convert this Note into Common Stock of the Company and the
Additional Conversion Payment, check the box: [ ]

         To convert only part of this Note, state the principal amount to be
converted (must be $1,000 or an integral multiple of $1,000): $____________.

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

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

                                       Your Signature:

Date: _____________________________    _________________________________________
                                       (Sign exactly as your name appears on the
                                       other side of this Note)

*Signature guaranteed by:

By: _______________________________

         *    The signature must be guaranteed by an institution which is a
              member of one of the following recognized signature guaranty
              programs: (i) the Securities Transfer Agent Medallion Program
              (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP);
              (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such
              other guaranty program acceptable to the Trustee.

                                                                            A-12

<PAGE>

                           OPTION TO ELECT REPURCHASE
                            UPON A CHANGE IN CONTROL

To:      Cypress Semiconductor Corporation

         The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from Cypress Semiconductor Corporation (the
"Company") as to the occurrence of a Change in Control with respect to the
Company and requests and instructs the Company to redeem the entire principal
amount of this Note, or the portion thereof (which is $1,000 or an integral
multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Note at the Change in Control Purchase Price,
together with accrued interest to, but excluding, such date, to the registered
Holder hereof.

Dated: ____________                        _____________________________________

                                           _____________________________________
                                           Signature(s)

                                           Signature(s) must be guaranteed by a
                                           qualified guarantor institution with
                                           membership in an approved signature
                                           guarantee program pursuant to Rule
                                           17Ad-15 under the Securities Exchange
                                           Act of 1934.

                                           _____________________________________
                                           Signature Guaranty

Principal amount to be redeemed
(in an integral multiple of $1,000, if less than all):

___________________________________

NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.

                                                                            A-13

<PAGE>

                        SCHEDULE OF EXCHANGES OF NOTES(4)

         The following exchanges, redemptions, repurchases or conversions of a
part of this global Note have been made:

<TABLE>
<CAPTION>
   PRINCIPAL AMOUNT
  OF THIS GLOBAL NOTE         AUTHORIZED                                     AMOUNT OF
     FOLLOWING SUCH          SIGNATORY OF     AMOUNT OF DECREASE IN         INCREASE IN
     DECREASE DATE            SECURITIES         PRINCIPAL AMOUNT         PRINCIPAL AMOUNT
OF EXCHANGE (OR INCREASE)     CUSTODIAN        OF THIS GLOBAL NOTE      OF THIS GLOBAL NOTE
-------------------------    ------------     ---------------------     -------------------
<S>                          <C>              <C>                       <C>
</TABLE>

-------------------------
(4) This schedule should be included only if the Security is a Global Security.

                                                                            A-14

<PAGE>

            CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION
                     OF TRANSFER OF RESTRICTED SECURITIES(5)

Re:      1.25% Convertible Subordinated Plus Cash Notes due June 15, 2008 (the
         "Notes") of Cypress Semiconductor Corporation

         This certificate relates to $_______ principal amount of Notes owned in
         (check applicable box)

         [ ] book-entry or [ ] definitive form by ___________________ (the
         "Transferor").

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

         In connection with such request and in respect of each such Note, the
Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Notes as provided in Section 2.12 of the Indenture
dated as of June 3, 2003, between Cypress Semiconductor Corporation, and U.S.
Bank National Association, as trustee (the "Indenture"), and the transfer of
such Note is being made pursuant to an effective registration statement under
the Securities Act of 1933, as amended (the "Securities Act") (check applicable
box) or the transfer or exchange, as the case may be, of such Note does not
require registration under the Securities Act because (check applicable box):

         [ ]      Such Note is being transferred pursuant to an effective
                  registration statement under the Securities Act.

         [ ]      Such Note is being acquired for the Transferor's own account,
                  without transfer.

         [ ]      Such Note is being transferred to the Company or a Subsidiary
                  (as defined in the Indenture) of the Company.

         [ ]      Such Note is being transferred to a person the Transferor
                  reasonably believes is a "qualified institutional buyer" (as
                  defined in Rule 144A or any successor provision thereto ("Rule
                  144A") under the Securities Act) that is purchasing for its
                  own account or for the account of a "qualified institutional
                  buyer", in each case to whom notice has been given that the
                  transfer is being made in reliance on such Rule 144A, and in
                  each case in reliance on Rule 144A.

         [ ]      Such Note is being transferred pursuant to and in compliance
                  with an exemption from the registration requirements under the
                  Securities Act in accordance with Rule 144 (or any successor
                  thereto) ("Rule 144") under the Securities Act.

         The Transferor acknowledges and agrees that, if the transferee will
hold any such Notes in the form of beneficial interests in a global Note which
is a "restricted security" within the meaning of Rule 144 under the Securities
Act, then such transfer can only be made pursuant to Rule 144A under the
Securities Act and such transferee must be a "qualified institutional buyer" (as
defined in Rule 144A).

Date: _____________________________    _________________________________________
                                       (Insert Name of Transferor)

(5) This certificate should only be included if this Security is a Restricted
Security.

                                                                            A-15