<PAGE>
                                                                    Exhibit 4.01

                                                                  EXECUTION COPY

                                  GENCORP INC.

                                       and

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                   as Trustee

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

                                    INDENTURE

                                   Dated as of

                                November 23, 2004

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

               2 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2024

<PAGE>

                  CERTAIN SECTIONS OF THIS INDENTURE RELATE TO
                     SECTIONS 310 THROUGH 318(a), INCLUSIVE,
                OF THE TRUST INDENTURE ACT OF 1939 ("TRUST ACT"):

<TABLE>
<CAPTION>
Trust Act                                                                  Indenture Section
-----------     ------------------------------------------------------     -----------------
<S>             <C>                                                        <C>
Section 310     (a)(1)                                                     9.09
                (a)(2)                                                     9.09
                (a)(3)                                                     Not Applicable
                (a)(4)                                                     Not Applicable
                (a)(5)                                                     9.09
                (b)                                                        9.08
                (c)                                                        Not Applicable
Section 311     (a)                                                        9.13
                (b)                                                        9.13
                (c)                                                        Not Applicable
Section 312     (a)                                                        7.01
                                                                           7.02
                (b)                                                        7.02
                (c)                                                        7.02
Section 313     (a)                                                        7.03
                (b)(1)                                                     Not Applicable
                (b)(2)                                                     7.03
                (c)                                                        7.03
                (d)                                                        7.03
Section 314     (a)                                                        7.04
                (b)                                                        Not Applicable
                (c)                                                        9.02
                                                                           9.07
                                                                           19.05
                (d)                                                        Not Applicable
                (e)                                                        19.05
                (f)                                                        Not Applicable
Section 315     (a)                                                        9.01
                (b)                                                        8.08
                (c)                                                        9.01
                (d)                                                        9.01
                (e)                                                        8.09
Section 316     (a)(1) (A)                                                 8.07
                (a)(1) (B)                                                 8.07
                (a)(2)                                                     Not Applicable
                (b)                                                        8.04
                (c)                                                        10.01
Section 317     (a)                                                        8.02
                (b)                                                        9.05
Section 318     (a)                                                        19.07
</TABLE>

----------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     PAGE
                                                                                                                     ----
<S>                                                                                                                  <C>
                                              ARTICLE 1
                                             DEFINITIONS

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

                                              ARTICLE 2
                           ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
                                       EXCHANGE OF DEBENTURES

Section 2.01. Designation Amount and Issue of Debentures..........................................                   12
Section 2.02. Form of Debentures..................................................................                   12
Section 2.03. Date and Denomination of Debentures; Payments of Interest...........................                   13
Section 2.04. Execution of Debentures.............................................................                   15
Section 2.05. Exchange and Registration of Transfer of Debentures; Restrictions on Transfer.......                   15
Section 2.06. Mutilated, Destroyed, Lost or Stolen Debentures.....................................                   20
Section 2.07. Temporary Debentures................................................................                   21
Section 2.08. Cancellation of Debentures..........................................................                   21
Section 2.09. CUSIP Numbers.......................................................................                   22

                                              ARTICLE 3
                               REDEMPTION AND REPURCHASE OF DEBENTURES

Section 3.01. Redemption of Debentures............................................................                   22
Section 3.02. Notice of Optional Redemption; Selection of Debentures..............................                   24
Section 3.03. Payment of Debentures Called for Redemption by the Company..........................                   26
Section 3.04. Conversion Arrangement on Call for Redemption.......................................                   26
Section 3.05. Repurchase at Option of Holders upon a Designated Event.............................                   27
Section 3.06. Repurchase of Debentures by the Company at Option of the Holder.....................                   30
Section 3.07. Company Repurchase Notice...........................................................                   31
Section 3.08. Effect of Repurchase Notice.........................................................                   32
Section 3.09. Deposit of Purchase Price...........................................................                   33
Section 3.10. Debentures Repurchased in Part......................................................                   33
Section 3.11. Repayment to the Company............................................................                   33
Section 3.12. Acceleration; Payments to Debentureholders..........................................                   34
Section 3.13. No Sinking Fund.....................................................................                   34

                                              ARTICLE 4
                                     SUBORDINATION OF DEBENTURES

Section 4.01. Debentures Subordinated to Senior Indebtedness......................................                   34
Section 4.02. Securities Subordinated to Prior Payment of All Senior Indebtedness on
                    Dissolution, Liquidation, Reorganization, Etc., of the Company................                   35
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
Section 4.03. Debentureholders to Be Subrogated to Right of Holders of Senior Indebtedness........                   36
Section 4.04. Obligations of the Company Unconditional............................................                   36
Section 4.05. Company Not to Make Payment with Respect to Debentures in Certain Circumstances.....                   36
Section 4.06. Notice of Trustee...................................................................                   38
Section 4.07. Application by Trustee of Monies Deposited with It..................................                   38
Section 4.08. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders
                    of Senior Indebtedness........................................................                   39
Section 4.09. Trustee to Effectuate Subordination.................................................                   39
Section 4.10. Right of Trustee to Hold Senior Indebtedness........................................                   39
Section 4.11. Article 4 Not to Prevent Events of Default..........................................                   39
Section 4.12. No Fiduciary Duty Created to Holders of Senior Indebtedness.........................                   39
Section 4.13. Article Applicable to Paying Agent..................................................                   39
Section 4.14. Certain Conversion Deemed Payment...................................................                   40
Section 4.15. Contractual Subordination...........................................................                   40

                                              ARTICLE 5
                                             [RESERVED]

                                              ARTICLE 6
                                 PARTICULAR COVENANTS OF THE COMPANY

Section 6.01. Payment of Principal, Premium, if any, and Interest.................................                   40
Section 6.02. Maintenance of Office or Agency.....................................................                   40
Section 6.03. Appointments to Fill Vacancies in Trustee's Office..................................                   41
Section 6.04. Provisions as to Paying Agent.......................................................                   41
Section 6.05. Existence...........................................................................                   42
Section 6.06. Rule 144A Information Requirement...................................................                   42
Section 6.07. Stay, Extension and Usury Laws......................................................                   42
Section 6.08. Compliance Certificate..............................................................                   43
Section 6.09. Liquidated Damages Notice...........................................................                   43

                                              ARTICLE 7
                                 DEBENTUREHOLDERS' LISTS AND REPORTS
                                   BY THE COMPANY AND THE TRUSTEE

Section 7.01. Debentureholders' Lists.............................................................                   43
Section 7.02. Preservation and Disclosure of Lists................................................                   44
Section 7.03. Reports by Trustee..................................................................                   44
Section 7.04. Reports by Company..................................................................                   44

                                              ARTICLE 8
                            REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                                       ON AN EVENT OF DEFAULT

Section 8.01. Events of Default...................................................................                   45
</TABLE>

                                        2
<PAGE>

<TABLE>
<S>                                                                                                                  <C>
Section 8.02. Payments of Debentures on Default; Suit Therefor....................................                   47
Section 8.03. Application of Monies Collected by Trustee..........................................                   48
Section 8.04. Proceedings by Debentureholder......................................................                   49
Section 8.05. Proceedings by Trustee..............................................................                   50
Section 8.06. Remedies Cumulative and Continuing..................................................                   50
Section 8.07. Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders.....                   50
Section 8.08. Notice of Defaults..................................................................                   51
Section 8.09. Undertaking to Pay Costs............................................................                   51

                                              ARTICLE 9
                                             THE TRUSTEE

Section 9.01. Duties and Responsibilities of Trustee..............................................                   51
Section 9.02. Reliance on Documents, Opinions, Etc................................................                   53
Section 9.03. No Responsibility for Recitals, Etc.................................................                   54
Section 9.04. Trustee, Paying Agents, Conversion Agents or Registrar May Own Debentures...........                   54
Section 9.05. Monies to Be Held in Trust..........................................................                   54
Section 9.06. Compensation and Expenses of Trustee................................................                   54
Section 9.07. Officers' Certificate as Evidence...................................................                   55
Section 9.08. Conflicting Interests of Trustee....................................................                   55
Section 9.09. Eligibility of Trustee..............................................................                   55
Section 9.10. Resignation or Removal of Trustee...................................................                   56
Section 9.11. Acceptance by Successor Trustee.....................................................                   57
Section 9.12. Succession by Merger................................................................                   58
Section 9.13. Preferential Collection of Claims...................................................                   58

                                             ARTICLE 10
                                        THE DEBENTUREHOLDERS

Section 10.01. Action by Debentureholders.........................................................                   58
Section 10.02. Proof of Execution by Debentureholders.............................................                   58
Section 10.03. Who Are Deemed Absolute Owners.....................................................                   59
Section 10.04. Company-owned Debentures Disregarded...............................................                   59
Section 10.05. Revocation of Consents, Future Holders Bound.......................................                   59

                                             ARTICLE 11
                                    MEETINGS OF DEBENTUREHOLDERS

Section 11.01. Purpose of Meetings................................................................                   60
Section 11.02. Call of Meetings by Trustee........................................................                   60
Section 11.03. Call of Meetings by Company or Debentureholders....................................                   60
Section 11.04. Qualifications for Voting..........................................................                   61
Section 11.05. Regulations........................................................................                   61
Section 11.06. Voting.............................................................................                   61
Section 11.07. No Delay of Rights by Meeting......................................................                   62
</TABLE>

                                       3
<PAGE>

<TABLE>
<S>                                                                                                                  <C>
                                             ARTICLE 12
                                       SUPPLEMENTAL INDENTURES

Section 12.01. Supplemental Indentures Without Consent of Debentureholders........................                   62
Section 12.02. Supplemental Indenture with Consent of Debentureholders............................                   64
Section 12.03. Effect of Supplemental Indenture...................................................                   64
Section 12.04. Notation on Debentures.............................................................                   65
Section 12.05. Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee........                   65

                                             ARTICLE 13
                                             [RESERVED]

                                             ARTICLE 14
                          CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 14.01. Company May Consolidate on Certain Terms...........................................                   65
Section 14.02. Successor to be Substituted........................................................                   66
Section 14.03. Opinion of Counsel to Be Given Trustee.............................................                   66

                                             ARTICLE 15
                               SATISFACTION AND DISCHARGE OF INDENTURE

Section 15.01. Discharge of Indenture.............................................................                   66
Section 15.02. Deposited Monies to Be Held in Trust by Trustee....................................                   67
Section 15.03. Paying Agent to Repay Monies Held..................................................                   67
Section 15.04. Return of Unclaimed Monies.........................................................                   67
Section 15.05. Reinstatement......................................................................                   68

                                             ARTICLE 16
                              IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                                       OFFICERS AND DIRECTORS

Section 16.01. Indenture and Debentures Solely Corporate Obligations..............................                   68

                                             ARTICLE 17
                                      CONVERSION OF DEBENTURES

Section 17.01. Right to Convert...................................................................                   68
Section 17.02. Conversion Procedures..............................................................                   72
Section 17.03. [Reserved].........................................................................                   73
Section 17.04. [Reserved].........................................................................                   73
Section 17.05. Adjustment of Conversion Rate......................................................                   73
Section 17.06. Effect of Reclassification, Consolidation, Merger or Sale..........................                   82
Section 17.07. Taxes on Shares Issued.............................................................                   83
Section 17.08. Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental
                    Requirements; Listing of Common Stock.........................................                   84
</TABLE>

                                       4
<PAGE>

<TABLE>
<S>                                                                                                                 <C>
Section 17.09. Responsibility of Trustee..........................................................                   84
Section 17.10. Notice to Holders Prior to Certain Actions.........................................                   85
Section 17.11. Stockholder Rights Plans...........................................................                   86
Section 17.12. Issuer Determination Final.........................................................                   86
Section 17.13. Conversion Value of Debentures Tendered............................................                   86

                                             ARTICLE 18
                                         MAKE-WHOLE PREMIUM

Section 18.01. Make-Whole Premium.................................................................                   88
Section 18.02. Adjustments Relating to Make-Whole Premium.........................................                   91

                                             ARTICLE 19
                                      MISCELLANEOUS PROVISIONS

Section 19.01. Provisions Binding on Company's Successors.........................................                   91
Section 19.02. Official Acts by Successor Corporation.............................................                   91
Section 19.03. Addresses for Notices, Etc.........................................................                   92
Section 19.04. Governing Law......................................................................                   92
Section 19.05. Evidence of Compliance with Conditions Precedent, Certificates to Trustee..........                   92
Section 19.06. Legal Holidays.....................................................................                   93
Section 19.07. Trust Indenture Act................................................................                   93
Section 19.08. No Security Interest Created.......................................................                   93
Section 19.09. Benefits of Indenture..............................................................                   93
Section 19.10. Authenticating Agent...............................................................                   93
Section 19.11. Execution in Counterparts..........................................................                   94
Section 19.12. Severability.......................................................................                   94
Section 19.13. Table of Contents, Headings, Etc...................................................                   94
Section 19.14. Trustee Acknowledgement............................................................                   95

Exhibit A Form of Debenture.......................................................................                  A-1
</TABLE>

                                       5
<PAGE>

      INDENTURE dated as of November 23, 2004, between GenCorp Inc., an Ohio
corporation (hereinafter called the "COMPANY"), and The Bank of New York Trust
Company, N.A., as trustee hereunder (hereinafter called the "TRUSTEE").

                                   WITNESSETH:

      WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its 2 1/4% Convertible Subordinated Debentures due
2024 (hereinafter called the "DEBENTURES") to be issued as provided in this
Indenture and to provide the terms and conditions upon which the Debentures are
to be authenticated, issued and delivered; and

      WHEREAS, the Debentures, the certificate of authentication to be borne by
the Debentures, a form of assignment, a form of option to elect repurchase upon
a Designated Event, a form of repurchase notice and a form of conversion notice
to be borne by the Debentures are to be substantially in the forms hereinafter
provided for; and

      WHEREAS, all acts and things necessary to make the Debentures, when
executed by the Company and authenticated and delivered by the Trustee or a duly
authorized authenticating agent, as in this Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute this Indenture a
valid agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Debentures have in
all respects been duly authorized.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions upon which the
Debentures are, and are to be, authenticated, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the
Debentures by the holders thereof, the Company covenants and agrees with the
Trustee for the equal and proportionate benefit of the respective holders from
time to time of the Debentures (except as otherwise provided below), as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      Section 1.01. Definitions. The terms defined in this Section 1.01 (except
as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.01. All other
terms used in this Indenture that are defined in the Trust Indenture Act or that
are by reference therein defined in the Securities Act (except as herein
otherwise expressly provided or unless the context otherwise requires) shall
have the meanings assigned to such terms in the Trust Indenture Act and in the
Securities Act as in force at the date of the execution of this Indenture. The
words "HEREIN," "HEREOF," "HEREUNDER" and words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
Subdivision. The terms defined in this Article include the plural as well as the
singular.

      "ADDITIONAL PREMIUM" has the meaning specified in Section 18.01(b)(iii).

<PAGE>

      "ADDITIONAL PREMIUM TABLE" has the meaning specified in Section
18.01(b)(iii).

      "ADJUSTMENT EVENT" has the meaning specified in Section 17.05(m).

      "ADVANCE NOTICE OF A DESIGNATED EVENT" has the meaning specified in
Section 17.01(d).

      "AGENT MEMBERS" has the meaning specified in Section 2.05(b)(v).

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

      "BANKRUPTCY EVENT" has the meaning specified in Section 8.01.

      "BOARD OF DIRECTORS" means the Board of Directors of the Company or a
committee of such Board duly authorized to act for it hereunder.

      "BUSINESS DAY" means any day except a Saturday, Sunday or legal holiday on
which banking institutions in The City of New York are authorized or obligated
by law, regulation or executive order to close.

      "CALCULATION AGENT" means the calculation agent from time to time
appointed by the Company pursuant to Section 18.01.

      "CAPITAL STOCK" means (a) in the case of a corporation, corporate stock,
(b) in the case of an association or business entity, any and all shares,
interests, participations, right or other equivalents (however designated) of
corporate stock, (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (d) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distribution in assets of, the issuing
Person.

      "CLOSING SALE PRICE" of the shares of Common Stock on any date means the
closing sale price per share (or if no closing sale price is reported, the
average of the closing bid and ask prices or, if more than one in either case,
the average of the average closing bid and the average closing ask prices) on
such date as reported in composite transactions reported on the New York Stock
Exchange or, if the shares of Common Stock are not listed on the New York Stock
Exchange, on the principal United States securities exchange on which shares of
Common Stock are traded or, if the shares of Common Stock are not listed on a
United States national or regional securities exchange, as reported by the
National Association of Securities Dealers Automated Quotation System or, if
neither, by the National Quotation Bureau Incorporated. In the absence of such a
quotation, the Closing Sale Price shall be determined in good faith by a member
firm of the New York Stock Exchange selected by the Company.

                                       2
<PAGE>

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

      "COMMON STOCK" means any stock of any class of the Company that has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and that is not subject to redemption by the Company. Subject to the provisions
of Section 17.06, however, shares issuable on conversion of Debentures shall
include only shares of the class designated as common stock of the Company at
the date of this Indenture (namely, the common stock, par value $0.10) or shares
of any class or classes resulting from any reclassification or reclassifications
thereof and that 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 that are not subject to redemption by the Company;
provided that if at any time there shall be more than one such resulting class,
the shares of each such class then so issuable on conversion shall be
substantially in the proportion that 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 corporation named as the "Company" in the first
paragraph of this Indenture, and, subject to the provisions of Article 14 and
Section 17.06, shall include its successors and assigns.

      "COMPANY REPURCHASE NOTICE" has the meaning specified in Section 3.07(b).

      "COMPANY REPURCHASE NOTICE DATE" has the meaning specified in Section
3.07(b).

      "CONTINUING DIRECTOR" means, as of any date of determination, any member
of the Board of Directors of the Company who (i) was a member of such Board of
Directors on the date of the original issuance of the Debentures or (ii) was
nominated for election or elected to the Board of Directors with the approval of
a majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election.

      "CONVERSION AGENT" has the meaning specified in Section 6.02.

      "CONVERSION DATE" has the meaning set forth in Section 17.02.

      "CONVERSION PRICE" as of any day will equal $1,000 divided by the
Conversion Rate as of such date and rounded to the nearest cent. The Conversion
Price shall initially be $20.00 per share of Common Stock.

      "CONVERSION RATE" means, as of the date of this Indenture, 50.0000 shares
of Common Stock per $1,000 principal amount of the Debentures, subject to the
adjustments described herein.

      "CONVERSION VALUE" has the meaning specified in Section 17.13(a).

                                       3
<PAGE>

      "CORPORATE TRUST OFFICE" or other similar term, means the designated
office of the Trustee at which at any particular time its corporate trust
business as it relates to this Indenture shall be administered, which office is,
at the date as of which this Indenture is dated, located at 700 South Flower
Street, Suite 500, Los Angeles, California 90017-4104, Attention: Corporate
Trust Administration, or such other address as the Trustee may designate from
time to time by notice to the Debentureholders and the Company, or the principal
corporate trust office of any successor Trustee (or such other address as such
successor Trustee may designate from time to time by notice to the
Debentureholders and the Company).

      "COUPON MAKE-WHOLE PAYMENT" means, with respect to each $1,000 principal
amount of Debentures, a payment in cash, Common Stock or a combination thereof,
at the Company's option, equal to the present value to the applicable payment
date of all remaining scheduled payments of Interest on the Debentures to be
redeemed through November 15, 2014. Present value will be computed using a
discount rate equal to the Treasury Yield plus 25 basis points.

      "CREDIT AGREEMENT" means the Agreement to Amend and Restate, dated as of
October 2, 2002, among the Company and the lenders named therein, together with
Annex I, which is the Amended and Restated Credit Agreement among the Company
and the lenders named therein, dated as of December 28, 2000 and amended and
restated as of October 2, 2002, as further amended to the date of this
Indenture, and any deferrals, renewals, extensions, replacements, refinancings
or refundings thereof, or amendments, modifications or supplements thereto or
replacements thereof of all or any portion of the indebtedness under such
agreement or any successor or replacement agreement and any agreement providing
therefor (including, without limitation, any agreement increasing the amount
borrowed thereunder or adding additional balances or guarantors thereunder),
whether by or with the same or any other lender, creditors, or group of
creditors, and including related notes, guarantee agreements, security
agreements and other instruments and agreements executed in connection therewith
and whether by the same or any other agent, lender or group of lenders. For the
avoidance of doubt, upon consummation of the Company's new credit facility as
described under the caption "Summary -- Recent Developments -- Financing
Developments -- New Credit Facility" in the Issue Date Offering Memorandum, the
term "Credit Agreement" will also refer to that facility.

      "CURRENT MARKET PRICE" has the meaning specified in Section 17.05(i).

      "CUSTODIAN" means The Bank of New York Trust Company, N.A., as custodian
with respect to the Debentures in global form, or any successor entity thereto.

      "DEBENTURE" or "DEBENTURES" means any Debenture or Debentures, as the case
may be, authenticated and delivered under this Indenture, including any Global
Debenture.

      "DEBENTURE REGISTER" has the meaning specified in Section 2.05.

      "DEBENTURE REGISTRAR" has the meaning specified in Section 2.05.

      "DEBENTUREHOLDER" or "HOLDER" as applied to any Debenture, or other
similar terms (but excluding the term "beneficial holder"), means any Person in
whose name at the time a particular Debenture is registered on the Debenture
Registrar's books.

                                       4
<PAGE>

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

      "DEFAULTED INTEREST" has the meaning specified in Section 2.03.

      "DEPOSITARY" means the clearing agency registered under the Exchange Act
that is designated to act as the Depositary for the Global Debentures. The
Depository Trust Company shall be the initial Depositary, until a successor
shall have been appointed and become such pursuant to the applicable provisions
of this Indenture, and thereafter, "DEPOSITARY" shall mean or include such
successor.

      "DESIGNATED EVENT" means a Fundamental Change or a Termination of Trading.

      "DESIGNATED EVENT EXPIRATION TIME" has the meaning specified in Section
3.05(b).

      "DESIGNATED EVENT NOTICE" has the meaning specified in Section 3.05(b).

      "DESIGNATED EVENT REPURCHASE DATE" has the meaning specified in Section
3.05(a).

      "DESIGNATED SENIOR INDEBTEDNESS" means (i) indebtedness under or in
respect of the Credit Agreement, or any credit facility or credit line of any
foreign Subsidiary of the Company and (ii) any other indebtedness constituting
Senior Indebtedness which, at the time of determination, has an aggregate
principal amount of at least $25 million. The instrument, agreement or other
document evidencing any Designated Senior Indebtedness may place limitations and
conditions on the right of such Senior Indebtedness to exercise the rights of
Designated Senior Indebtedness provided under this Indenture.

      "DETERMINATION DATE" has the meaning specified in Section 17.05(m).

      "DISTRIBUTED PROPERTY" has the meaning specified in Section 17.05(d).

      "EFFECTIVE DATE" has the meaning specified in Section 18.01(b)(i).

      "EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

      "EVENT OF DEFAULT" means any event specified in Section 8.01 as an Event
of Default.

      "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.

      "EX-DIVIDEND TIME" has the meaning specified in Section 17.01(b).

      "EXISTING CONVERTIBLE NOTES" means the Company's 5 3/4% Convertible
Subordinated Notes due 2007 and 4% Contingent Convertible Subordinated Notes due
2024.

      "EXISTING SENIOR SUBORDINATED NOTES" means the Company's 9 1/2% Senior
Subordinated Notes due 2013.

                                       5
<PAGE>

      "EXPIRATION TIME" has the meaning specified in Section 17.05(f).

      "FAIR MARKET VALUE" has the meaning specified in Section 17.05(i).

      "FISCAL QUARTER" means, with respect to the Company, its fiscal quarters
for financial reporting purposes under the Exchange Act.

      "FUNDAMENTAL CHANGE" means the occurrence of any of:

            (1) any transaction or event (whether by means of an exchange offer,
      liquidation, tender offer, consolidation, merger, combination,
      reclassification, recapitalization or otherwise) in connection with which
      more than 50% of the Common Stock is exchanged for, converted into,
      acquired for or constitutes solely the right to receive consideration that
      is not all or substantially all common stock that is (or, upon
      consummation of or immediately following such transaction or event, which
      will be) (x) listed on a United States national securities exchange or (y)
      approved for quotation on the Nasdaq National Market or any similar United
      States system of automated dissemination of quotations of securities
      prices;

            (2) any sale, lease, exchange or other transfer (in one transaction
      or a series of related transactions) of all or substantially all of the
      assets of the Company and its Subsidiaries, taken as a whole, to any
      Person or group of related Persons, as defined in Section 13(d) of the
      Exchange Act (a "GROUP");

            (3) the approval by the holders of Capital Stock of the Company of
      any plan or proposal for the liquidation or dissolution of the Company
      (whether or not otherwise in compliance with the provisions of this
      Indenture);

            (4) any Person or Group shall become the owner, directly or
      indirectly, beneficially or of record, of shares representing more than
      45% of the aggregate Voting Stock of the Company or any successor to all
      or substantially all of the Company's assets; or

            (5) the first day on which a majority of the members of the
      Company's Board of Directors are not Continuing Directors.

      "GLOBAL DEBENTURE" has the meaning specified in Section 2.02.

      "INDENTURE" means this instrument as originally executed or, if amended or
supplemented as herein provided, as so amended or supplemented.

      "INTEREST" means, when used with reference to the Debentures, any interest
payable under the terms of the Debentures and Liquidated Damages, if any,
payable under the terms of the Registration Rights Agreement.

      "ISSUE DATE OFFERING MEMORANDUM" means the Offering Memorandum of the
Company for the offering of Debentures, dated November 17, 2004.

                                       6
<PAGE>

      "ISSUE DATE REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of November 23, 2004, by and among the Company and Wachovia
Capital Markets, LLC, J.P. Morgan Securities Inc. and Scotia Capital (USA) Inc.,
as initial purchasers.

      "LIQUIDATED DAMAGES" has the meaning specified for "Liquidated Damages
Amount" in Section 2(e) of the Issue Date Registration Rights Agreement and
shall also include any similar liquidated damages or additional interest amount
provided for in any other Registration Rights Agreement.

      "LIQUIDATED DAMAGES NOTICE" has the meaning specified in Section 6.09.

      "MAKE-WHOLE PREMIUM" has the meaning specified in Section 18.01(b).

      "MEASUREMENT PERIOD" has the meaning specified in Section 17.01(a)(ii).

      "NET SHARE AMOUNT" has the meaning specified in Section 17.13(b)(ii).

      "NET SHARES" has the meaning specified in Section 17.13(b)(ii).

      "NON-ELECTING SHARE" has the meaning specified in Section 17.06.

      "NOTICE DATE" means the date of mailing of the notice of redemption
pursuant to Section 3.02.

      "OFFERING MEMORANDUM" means any offering memorandum, offering circular or
other offering document of the Company for the offering of Debentures, including
the Issue Date Offering Memorandum.

      "OFFICERS' CERTIFICATE," when used with respect to the Company, means a
certificate signed by the Chairman of the Board, the Chief Executive Officer,
the President or any Vice President (whether or not designated by a number or
numbers or word or words added before or after the title "Vice President") and
the Treasurer or any Assistant Treasurer, or the Secretary or Assistant
Secretary of the Company.

      "OPINION OF COUNSEL" means an opinion in writing, subject to customary
assumptions and exceptions, signed by legal counsel, who may be an employee of
or counsel to the Company, or other counsel reasonably acceptable to the
Trustee.

      "OPTION TO ELECT REPURCHASE UPON A DESIGNATED EVENT" has the meaning
specified in Section 3.05(c).

      "OUTSTANDING," when used with reference to Debentures and subject to the
provisions of Section 10.04, means, as of any particular time, all Debentures
authenticated and delivered by the Trustee under this Indenture, except:

            (a) Debentures theretofore canceled by the Trustee or delivered to
      the Trustee for cancellation;

                                       7
<PAGE>

            (b) Debentures, or portions thereof, (i) for the redemption of which
      monies in the necessary amount shall have been deposited in trust with the
      Trustee or with any paying agent (other than the Company) or (ii) that
      shall have been otherwise discharged in accordance with Article 15;

            (c) Debentures in lieu of which, or in substitution for which, other
      Debentures shall have been authenticated and delivered pursuant to the
      terms of Section 2.06; and

            (d) Debentures converted into cash and, if applicable, Common Stock
      pursuant to Article 17 and Debentures deemed not Outstanding pursuant to
      Article 3.

      "PAYING AGENT" has the meaning specified in Section 6.02.

      "PAYMENT BLOCKAGE PERIOD" has the meaning specified in Section 4.05.

      "PAYMENT DEFAULT" means any default in the payment of principal of or
premium, if any, or interest on Senior Indebtedness.

      "PAYMENT OF THE DEBENTURES" has the meaning specified in Section 4.05.

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

      "PORTAL MARKET" means The Portal Market operated by the National
Association of Securities Dealers, Inc. or any successor thereto.

      "PREDECESSOR DEBENTURE" of any particular Debenture means every previous
Debenture evidencing all or a portion of the same debt as that evidenced by such
particular Debenture, and, for the purposes of this definition, any Debenture
authenticated and delivered under Section 2.06 in lieu of a lost, destroyed or
stolen Debenture shall be deemed to evidence the same debt as the lost,
destroyed or stolen Debenture that it replaces.

      "PRINCIPAL RETURN" has the meaning specified in Section 17.13(b).

      "PURCHASED SHARES" has the meaning specified in Section 17.05(f).

      "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

      "RECORD DATE" has the meaning specified in Section 17.05(i).

      "REDEMPTION PRICE" or "REDEMPTION PRICE," when used with respect to any
Debenture to be redeemed, means the price fixed for such redemption pursuant to
this Indenture, as set forth in the form of Debenture annexed as Exhibit A
hereto.

      "REGISTRATION RIGHTS AGREEMENT" means any registration rights agreement by
and among the Company and one or more investment banks acting as initial
purchasers in connection

                                       8
<PAGE>

with any issuance of Debentures under this Indenture, including the Issue Date
Registration Rights Agreement, in each case as amended from time to time in
accordance with its terms.

      "REPRESENTATIVE" means the indenture trustee or other trustee, agent or
representative for any class of Senior Indebtedness.

      "REPURCHASE DATE" has the meaning specified in Section 3.06.

      "REPURCHASE NOTICE" has the meaning specified in Section 3.06.

      "RESPONSIBLE OFFICEr" shall mean, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such person's knowledge of and familiarity with
the particular subject.

      "RESTRICTED SECURITIES" has the meaning specified in Section 2.05(c).

      "RIGHTS" has the meaning specified in Section 17.11.

      "RULE 144A" means Rule 144A as promulgated under the Securities Act.

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

      "SENIOR AGENT" means, on any date, (i) so long as the Credit Agreement
shall remain outstanding, the agent thereunder, and (ii) thereafter, the
Representative of the class of Senior Indebtedness having the highest principal
amount (including all revolving credit, letter of credit and other working
capital commitments) then outstanding.

      "SENIOR INDEBTEDNESS" means the principal of, premium, if any, and
interest on, and fees, costs, enforcement expenses, collateral protection
expenses and other reimbursement or indemnity obligations in respect of, and any
other payments due pursuant to, any of the following, whether outstanding as of
the date of this Indenture or incurred or created thereafter, unless, in the
case of any particular indebtedness, the instrument creating or evidencing the
same or pursuant to which the same is outstanding expressly provides that such
indebtedness shall not be senior in right of payment to the Debentures:

            -     all indebtedness, obligations and other liabilities,
                  contingent or otherwise, of the Company for money borrowed
                  that is evidenced by a note, bond, debenture, loan agreement
                  or similar instrument or agreement, including, without
                  limitation, all amounts outstanding from time to time under
                  the Credit Agreement and the Existing Senior Subordinated
                  Notes;

            -     all of noncontingent obligations of the Company (i) for the
                  reimbursement of any obligor on any letter of credit, banker's
                  acceptance or similar credit transaction, (ii) under any
                  interest rate swaps, caps, collars, options and similar
                  arrangements,

                                       9
<PAGE>

                  and (iii) under any foreign exchange contract, currency swap
                  arrangement, futures contract, currency option contract or
                  other foreign currency hedges;

            -     all obligations of the Company for the payment of money
                  relating to capital lease obligations;

            -     all obligations of the Company or its Subsidiaries pursuant to
                  the guarantee by the Company or certain Subsidiaries of
                  indebtedness of foreign Subsidiaries pursuant to the credit
                  facilities and credit lines of foreign Subsidiaries;

            -     any liabilities of the Subsidiaries described in the preceding
                  clauses that the Company has guaranteed or which are otherwise
                  the legal liability of the Company; and

            -     renewals, extensions, refundings, refinancings,
                  restructurings, amendments and modifications of any such
                  obligations.

provided, however, that in no event shall Senior Indebtedness include (a)
indebtedness or other obligations owed by the Company to any of the Subsidiaries
or Affiliates, (b) trade account payables incurred in the ordinary course of
business, (c) any liabilities for taxes owed or owing by the Company or any of
the Subsidiaries, (d) the obligations of the Company under the Existing
Convertible Notes or the Debentures or (e) indebtedness of the Company that is
by its terms expressly subordinated in right of payment to the Debentures.

      "SIGNIFICANT SUBSIDIARY" means any Subsidiary or group of Subsidiaries
which has: (i) consolidated assets, or in which the Company and its other
Subsidiaries have investments, equal to or greater than 10% of the total
consolidated assets of the Company at the end of its most recently completed
fiscal year; or (ii) consolidated gross revenue equal to or greater than 10% of
the consolidated gross revenue of the Company for its most recently completed
fiscal year; provided, however, that the calculations required by clauses (i)
and (ii) above shall be made as of August 31, 2004 up to such time as the
Company files its Annual Report on Form 10-K for the fiscal year ended November
30, 2004.

      "STOCK PRICE" has the meaning specified in Section 18.01(b)(ii).

      "SUBSIDIARY" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of capital stock or other equity interest entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other subsidiaries
of that Person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or managing general partner of which is such Person or a
subsidiary of such Person or (b) the only general partners of which are such
Person or of one or more subsidiaries of such Person (or any combination
thereof).

      "TEN-DAY AVERAGE CLOSING SALE PRICE" has the meaning specified in Section
17.13(a).

                                       10
<PAGE>

      "TERMINATION OF TRADING" will be deemed to have occurred if the Common
Stock (or other security into which the Debentures are then convertible) ceases
to be listed for trading on a United States national or regional securities
exchange or approved for quotation on the Nasdaq National Market or any similar
United States system of automated dissemination of quotations of securities
prices that is a successor thereto.

      "TRADING DAY" has the meaning specified in Section 17.05(i).

      "TRADING PRICE" means, on any date, the average of the secondary market
bid quotations per $1,000 principal amount of Debentures obtained by the Trustee
for $2,000,000 principal amount of Debentures at approximately 3:30 p.m., New
York City time, on such date from three independent nationally recognized
securities dealers selected by the Company; provided that if three such bids
cannot reasonably be obtained by the Trustee, but two bids are obtained, then
the average of the two bids shall be used, and if only one such bid can
reasonably be obtained by the Trustee, one bid shall be used; provided further
that if the Trustee cannot reasonably obtain at least one bid for $2,000,000
principal amount of Debentures from a nationally recognized securities dealer,
then the Trading Price per $1,000 principal amount of Debentures shall be deemed
to be less than 95% of the product of (a) the Closing Sale Price of the Common
Stock on such date and (b) the Conversion Rate on such date.

      "TREASURY YIELD" means the yield to maturity at the time of computation of
United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519) that
has become publicly available at least two Business Days prior to the redemption
date (or, if such Statistical Release is no longer published, any publicly
available source for similar market data)) most nearly equal to the then
remaining term to November 15, 2014; provided, however, that if the then
remaining term to November 15, 2014 is not equal to the constant maturity of a
United States Treasury security for which a weekly average yield is given, the
Treasury Yield shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that if the then
remaining term to November 15, 2014 is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used.

      "TRIGGER EVENT" has the meaning specified in Section 17.05(d).

      "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended,
as it was in force at the date of this Indenture, except as provided in Sections
12.03 and Section 17.06; provided that if the Trust Indenture Act of 1939 is
amended after the date hereof, the term "Trust Indenture Act" shall mean, to the
extent required by such amendment, the Trust Indenture Act of 1939 as so
amended.

      "TRUSTEE" means The Bank of New York Trust Company, N.A., and its
successors and any corporation resulting from or surviving any consolidation or
merger to which it or its successors may be a party and any successor trustee at
the time serving as successor trustee hereunder.

                                       11
<PAGE>

      "VOTING STOCK" means stock or securities of the class or classes pursuant
to which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of a person (irrespective of whether or not at the time stock of any
other class or classes shall have or might have voting power by reason of the
happening of any contingency).

                                    ARTICLE 2
                 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
                             EXCHANGE OF DEBENTURES

      Section 2.01. Designation Amount and Issue of Debentures. The Debentures
shall be designated as "2 1/4% Convertible Subordinated Debentures due 2024."
Debentures may be issued under this Indenture from time to time (including
pursuant to Sections 2.05, 2.06, 3.03, 3.05 and 17.02 hereof) in an unlimited
aggregate principal amount and such Debentures may be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Debentures to or upon the written order of the
Company, signed by its Chairman of the Board, Chief Executive Officer, President
or any Vice President (whether or not designated by a number or numbers or word
or words added before or after the title "Vice President"), the Treasurer or any
Assistant Treasurer or the Secretary or Assistant Secretary, without any further
action by the Company hereunder.

      Section 2.02. Form of Debentures. The Debentures and the Trustee's
certificate of authentication to be borne by such Debentures shall be
substantially in the form set forth in Exhibit A. The terms and provisions
contained in the form of Debenture attached as Exhibit A hereto shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby.

      Any of the Debentures may have such letters, numbers or other marks of
identification and such notations, legends, endorsements or changes as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
this Indenture, or as may be required by the Custodian, the Depositary or by the
National Association of Securities Dealers, Inc. in order for the Debentures to
be tradable on The Portal Market or as may be required for the Debentures to be
tradable on any other market developed for trading of securities pursuant to
Rule 144A or as may be required to comply with any applicable law or with any
rule or regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Debentures may be
listed, or to conform to usage, or to indicate any special limitations or
restrictions to which any particular Debentures are subject.

      So long as the Debentures are eligible for book-entry settlement with the
Depositary, or unless otherwise required by law, or otherwise contemplated by
Section 2.05(a), all of the Debentures will be represented by one or more
Debentures in global form registered in the name of the Depositary or the
nominee of the Depositary (a "GLOBAL DEBENTURE"). The transfer and exchange of
beneficial interests in any such Global Debenture shall be effected through the
Depositary in accordance with this Indenture and the applicable procedures of
the Depositary.

                                       12
<PAGE>

Except as provided in Section 2.05(a), beneficial owners of a Global Debenture
shall not be entitled to have certificates registered in their names, will not
receive or be entitled to receive physical delivery of certificates in
definitive form and will not be considered holders of such Global Debenture.

      Any Global Debenture shall represent such of the Outstanding Debentures as
shall be specified therein and shall provide that it shall represent the
aggregate amount of Outstanding Debentures from time to time endorsed thereon
and that the aggregate amount of Outstanding Debentures represented thereby may
from time to time be increased or reduced to reflect redemptions, repurchases,
conversions, transfers or exchanges permitted hereby. Any endorsement of a
Global Debenture to reflect the amount of any increase or decrease in the amount
of Outstanding Debentures represented thereby shall be made by the Trustee or
the Custodian, at the direction of the Trustee, in such manner and upon
instructions given by the holder of such Debentures in accordance with this
Indenture. Payment of principal of, premium, if any, and Interest on any Global
Debenture shall be made to the holder of such Debenture.

      Section 2.03. Date and Denomination of Debentures; Payments of Interest.
The Debentures shall be issuable in registered form without coupons in
denominations of $1,000 principal amount and integral multiples thereof. Each
Debenture shall be dated the date of its authentication and shall bear Interest
from the date specified on the face of the form of Debenture attached as Exhibit
A hereto. Interest on the Debentures shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.

      The Person in whose name any Debenture (or its Predecessor Debenture) is
registered on the Debenture Register at the close of business on any record date
with respect to any interest payment date shall be entitled to receive the
Interest payable on such interest payment date, except that the Interest payable
upon redemption or repurchase will be payable to the Person to whom principal is
payable pursuant to such redemption or repurchase (unless the redemption date or
the Designated Event Repurchase Date, as the case may be, falls after a record
date and on or prior to the corresponding interest payment date, in which case
the full semi-annual payment of Interest becoming due on such interest payment
date shall be payable to the holders of such Debentures registered as such on
the corresponding record date). Interest shall be payable at an office
maintained by the Company for such purposes in the Borough of Manhattan, City of
New York, which shall initially be an office or agency of the Trustee. The
Company shall pay Interest (i) on any Debentures in certificated form by check
mailed to the address of the Person entitled thereto as it appears in the
Debenture Register or (ii) on any Global Debenture by wire transfer of
immediately available funds to the account of the Depositary or its nominee. The
term "RECORD DATE" with respect to any interest payment date shall mean the May
1 or November 1 preceding the applicable May 15 or November 15 interest payment
date, respectively.

      Any Interest on any Debenture that is payable, but is not paid or duly
provided for, on any May 15 or November 15, pursuant to the terms set forth
herein (herein called "DEFAULTED INTEREST") shall forthwith cease to be payable
to the Debentureholder on the relevant record date by virtue of his having been
such Debentureholder, and such Defaulted Interest shall be paid by the Company,
at its election in each case, as provided in clause (1) or (2) below:

                                       13
<PAGE>

            (1) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Debentures (or their respective
      Predecessor Debentures) are registered at the close of business on a
      special record date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner. The Company shall notify the
      Trustee in writing of the amount of Defaulted Interest proposed to be paid
      on each Debenture and the date of the proposed payment (which shall be not
      less than twenty-five (25) days after the receipt by the Trustee of such
      notice, unless the Trustee shall consent to an earlier date), and at the
      same time the Company shall deposit with the Trustee an amount of money
      equal to the aggregate amount to be paid in respect of such Defaulted
      Interest or shall make arrangements satisfactory to the Trustee for such
      deposit on or prior to the date of the proposed payment, such money when
      deposited to be held in trust for the benefit of the Persons entitled to
      such Defaulted Interest as in this clause provided. Thereupon the Trustee
      shall fix a special record date for the payment of such Defaulted Interest
      that shall be not more than fifteen (15) days and not less than ten (10)
      days prior to the date of the proposed payment, and not less than ten (10)
      days after the receipt by the Trustee of the notice of the proposed
      payment. The Trustee shall promptly notify the Company of such special
      record date and, in the name and at the expense of the Company, shall
      cause notice of the proposed payment of such Defaulted Interest and the
      special record date therefor to be mailed, first-class postage prepaid, to
      each holder at his address as it appears in the Debenture Register, not
      less than ten (10) days prior to such special record date. Notice of the
      proposed payment of such Defaulted Interest and the special record date
      therefor having been so mailed, such Defaulted Interest shall be paid to
      the Persons in whose names the Debentures (or their respective Predecessor
      Debentures) are registered at the close of business on such special record
      date and shall no longer be payable pursuant to the following clause (2)
      of this Section 2.03.

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

                                       14
<PAGE>

      Section 2.04. Execution of Debentures. The Debentures shall be signed in
the name and on behalf of the Company by the manual or facsimile signature of
its Chairman of the Board, Chief Executive Officer, President or any Vice
President (whether or not designated by a number or numbers or word or words
added before or after the title "Vice President"). Only such Debentures as shall
bear thereon a certificate of authentication substantially in the form set forth
on the form of Debenture attached as Exhibit A hereto, manually executed by the
Trustee (or an authenticating agent appointed by the Trustee as provided by
Section 19.10), shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. Such certificate by the Trustee (or such an
authenticating agent) upon any Debenture executed by the Company shall be
conclusive evidence that the Debenture so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.

      In case any officer of the Company who shall have signed any of the
Debentures shall cease to be such officer before the Debentures so signed shall
have been authenticated and delivered by the Trustee, or disposed of by the
Company, such Debentures nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Debentures had not ceased to be
such officer of the Company, and any Debenture may be signed on behalf of the
Company by such persons as, at the actual date of the execution of such
Debenture, shall be the proper officers of the Company, although at the date of
the execution of this Indenture any such person was not such an officer.

      Section 2.05. Exchange and Registration of Transfer of Debentures;
Restrictions on Transfer. (a) The Company shall cause to be kept at the
Corporate Trust Office a register (the register maintained in such office and in
any other office or agency of the Company designated pursuant to Section 6.02
being herein sometimes collectively referred to as the "DEBENTURE REGISTER") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Debentures and of transfers of Debentures.
The Debenture Register shall be in written form or in any form capable of being
converted into written form within a reasonably prompt period of time. The
Trustee is hereby appointed "DEBENTURE REGISTRAR" for the purpose of registering
Debentures and transfers of Debentures as herein provided. The Company may
appoint one or more co-registrars in accordance with Section 6.02.

      Upon surrender for registration of transfer of any Debenture to the
Debenture Registrar or any co-registrar, and satisfaction of the requirements
for such transfer set forth in this Section 2.05, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Debentures of any authorized
denominations and of a like aggregate principal amount and bearing such
restrictive legends as may be required by this Indenture.

      Debentures may be exchanged for other Debentures of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Debentures to be exchanged at any such office or agency maintained by the
Company pursuant to Section 6.02. Whenever any Debentures are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Debentures that the Debentureholder making the exchange is entitled
to receive bearing registration numbers not contemporaneously Outstanding.

                                       15
<PAGE>

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

      All Debentures presented or surrendered for registration of transfer or
for exchange, redemption, repurchase or conversion shall (if so required by the
Company or the Debenture Registrar) be duly endorsed, or be accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company, and the Debentures shall be duly executed by the Debentureholder
thereof or his attorney duly authorized in writing.

      No service charge shall be made to any holder for any registration of,
transfer or exchange of Debentures, but the Company and the Registrar may
require payment by the holder of a sum sufficient to cover any tax, assessment
or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Debentures.

      Neither the Company nor the Trustee nor any Debenture Registrar shall be
required to exchange or register a transfer of (a) any Debentures for a period
of fifteen (15) days next preceding any selection of Debentures to be redeemed,
(b) any Debentures or portions thereof called for redemption pursuant to Section
3.02, (c) any Debentures or portions thereof surrendered for conversion pursuant
to Article 17, (d) any Debentures or portions thereof tendered for repurchase
(and not withdrawn) pursuant to Section 3.05 or (e) any Debentures or portions
thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06.

      (b) The following provisions shall apply only to Global Debentures:

            (i) Each Global Debenture authenticated under this Indenture shall
      be registered in the name of the Depositary or a nominee thereof and
      delivered to such Depositary or a nominee thereof or Custodian therefor,
      and each such Global Debenture shall constitute a single Debenture for all
      purposes of this Indenture.

            (ii) Notwithstanding any other provision in this Indenture, no
      Global Debenture may be exchanged in whole or in part for Debentures
      registered, and no transfer of a Global Debenture in whole or in part may
      be registered, in the name of any Person other than the Depositary or a
      nominee thereof unless (A) the Depositary (I) has notified the Company
      that it is unwilling or unable to continue as Depositary for such Global
      Debenture and a successor depositary has not been appointed by the Company
      within ninety (90) days or (II) has ceased to be a clearing agency
      registered under the Exchange Act and a successor clearing agency has not
      been appointed by the Company within ninety (90) days, (B) an Event of
      Default has occurred and the maturity of the Debentures has been
      accelerated in accordance with their terms and any holder has requested in
      writing the issuance of definitive certificated Debentures or (C) the
      Company, in its sole discretion, notifies the Trustee in writing that it
      no longer wishes to have all the Debentures represented by Global
      Debentures. Any Global Debenture exchanged pursuant to clause (A) or (B)
      above shall be so exchanged in whole and not in part and any Global
      Debenture exchanged pursuant to clause (C) above may be exchanged in whole
      or from time to time in part as directed by the Company. Any

                                       16
<PAGE>

      Debenture issued in exchange for a Global Debenture or any portion thereof
      shall be a Global Debenture; provided that any such Debenture so issued
      that is registered in the name of a Person other than the Depositary or a
      nominee thereof shall not be a Global Debenture.

            (iii) Securities issued in exchange for a Global Debenture or any
      portion thereof pursuant to clause (ii) above shall be issued in
      definitive, fully registered form, without interest coupons, shall have an
      aggregate principal amount equal to that of such Global Debenture 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 any legends required hereunder. Any Global Debenture to be
      exchanged in whole shall be surrendered by the Depositary to the Trustee,
      as Debenture Registrar. With regard to any Global Debenture to be
      exchanged in part, either such Global Debenture 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 Debenture, 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 make available for delivery the Debenture issuable on
      such exchange to or upon the written order of the Depositary or an
      authorized representative thereof.

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

            (v) Neither any members of, or participants in, the Depositary
      ("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
      Debenture registered in the name of the Depositary or any nominee thereof,
      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 Debenture 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 Debenture.

            (vi) At such time as all interests in a Global Debenture have been
      redeemed, repurchased, converted, canceled or exchanged for Debentures in
      certificated form, such Global Debenture shall, upon receipt thereof, be
      canceled by the Trustee in accordance with standing procedures and
      instructions existing between the Depositary and the Custodian. At any
      time prior to such cancellation, if any interest in a Global Debenture is
      redeemed, repurchased, converted, canceled or exchanged for Debentures in
      certificated form, the principal amount of such Global Debenture shall, in
      accordance with the standing procedures and instructions existing between
      the Depositary and the Custodian,

                                       17
<PAGE>

      be appropriately reduced, and an endorsement shall be made on such Global
      Debenture, by the Trustee or the Custodian, at the direction of the
      Trustee, to reflect such reduction.

      (c) Every Debenture that bears or is required under this Section 2.05(c)
to bear the legend set forth in this Section 2.05(c) (together with any Common
Stock issued upon conversion of the Debentures and required to bear the legend
set forth in Section 2.05(c), collectively, the "RESTRICTED SECURITIES") shall
be subject to the restrictions on transfer set forth in this Section 2.05(c)
(including those set forth in the legend below) unless such restrictions on
transfer shall be waived by written consent of the Company, and the holder of
each such Restricted Security, by such Debenture holder's acceptance thereof,
agrees to be bound by all such restrictions on transfer. As used in Sections
2.05(c) and 2.05(d), the term "TRANSFER" encompasses any sale, pledge, loan,
transfer or other disposition whatsoever of any Restricted Security or any
interest therein.

      Until the expiration of the holding period applicable to sales thereof
under Rule 144(k) under the Securities Act (or any successor provision), any
certificate evidencing such Debenture (and all securities issued in exchange
therefor or substitution thereof) and the Common Stock, if any, issued upon
conversion thereof, shall bear a legend in substantially the following form,
unless such Debenture or Common Stock has been sold pursuant to a registration
statement that has been declared effective under the Securities Act (and that
continues to be effective at the time of such transfer) or pursuant to Rule 144
under the Securities Act or any similar provision then in force, or unless
otherwise agreed by the Company in writing, with written notice thereof to the
Trustee:

      THIS SECURITY AND THE SHARES OF GENCORP INC. (THE "COMPANY") COMMON STOCK
("COMMON STOCK") ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

      THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE LAST
DATE ON WHICH THE 2 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2024 OF THE
COMPANY WERE ORIGINALLY ISSUED AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A

                                       18
<PAGE>

QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE RIGHTS OF THE COMPANY AND THE WITHIN MENTIONED TRUSTEE PRIOR
TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, WHERE
REGISTRATION OR TRANSFER OF THIS SECURITY IS REQUIRED, A CERTIFICATE OF TRANSFER
IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY COMPLETED AND DELIVERED
BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER THE RESALE
RESTRICTION TERMINATION DATE UPON THE REQUEST OF THE HOLDER AND THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION SATISFACTORY TO THE
COMPANY.

      Any Debenture (or security issued in exchange or substitution therefor) or
such Common Stock as to which such restrictions on transfer shall have expired
in accordance with their terms or as to conditions for removal of the foregoing
legend set forth therein have been satisfied may, upon surrender of such
Debenture or certificates representing such shares of Common Stock for exchange
to the Debenture Registrar or transfer agent of the Common Stock in accordance
with the provisions of this Section 2.05, be exchanged for a new Debenture or
Debentures, of like tenor and aggregate principal amount, or certificates
representing a like number of shares of Common Stock that shall not bear the
restrictive legend required by this Section 2.05(c). If the Restricted Security
surrendered for exchange is represented by a Global Debenture bearing the legend
set forth in this Section 2.05(c), the principal amount of the legended Global
Debenture shall be reduced by the appropriate principal amount and the principal
amount of a Global Debenture without the legend set forth in this Section
2.05(c) shall be increased by an equal principal amount. If a Global Debenture
without the legend set forth in this Section 2.05(c) is not then Outstanding,
the Company shall execute and the Trustee shall authenticate and deliver an
unlegended Global Debenture to the Depositary.

      (d) Any Debenture or Common Stock issued upon the conversion of a
Debenture that, prior to the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision), is purchased or owned by the Company or any Affiliate thereof may
not be resold by the Company or such Affiliate unless registered under the
Securities Act or resold pursuant to an exemption from the registration
requirements of the Securities Act in a transaction that results in such
Debentures or Common Stock, as the case may be, no longer being "Restricted
Securities" (as defined under Rule 144).

      (e) The Company and the Trustee shall have no responsibility or obligation
to any Agent Members or any other Person with respect to the accuracy of the
books or records, or the acts or omissions, of the Depositary or its nominee or
of any participant or member thereof, with respect to any ownership interest in
the Debentures, with respect to performance by the Depositary or any Agent
Members of their respective obligations under the rules and procedures governing
their operations or with respect to the delivery to any Agent Member or other
Person

                                       19
<PAGE>

(other than the Depositary) of any notice (including any notice of redemption)
or the payment of any amount, under or with respect to such Debentures. All
notices and communications to be given to the Debentureholder and all payments
to be made to Debentureholders under the Debentures shall be given or made only
to or upon the order of the registered Debentureholders (which shall be the
Depositary or its nominee in the case of a Global Debenture). The rights of
beneficial owners in any Global Debenture shall be exercised only through the
Depositary subject to the customary procedures of the Depositary. The Company
and the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depositary with respect to its Agent Members.

      The Company and 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 Debenture (including any transfers between or among Agent
Members in any Global Indenture) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this Indenture, and
to examine the same to determine substantial compliance as to form with the
express requirements hereof.

      Section 2.06. Mutilated, Destroyed, Lost or Stolen Debentures. In case any
Debenture shall become mutilated or be destroyed, lost or stolen, the Company in
its discretion may execute, and upon its written request the Trustee or an
authenticating agent appointed by the Trustee shall authenticate and make
available for delivery, a new Debenture, bearing a number not contemporaneously
Outstanding, in exchange and substitution for the mutilated Debenture, or in
lieu of and in substitution for the Debenture so destroyed, lost or stolen. In
every case, the applicant for a substituted Debenture shall furnish to the
Company, to the Trustee and, if applicable, to such authenticating agent such
security or indemnity as may be required by them to save each of them harmless
for any loss, liability, cost or expense caused by or connected with such
substitution, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent evidence to their satisfaction of the destruction, loss or
theft of such Debenture and of the ownership thereof.

      Following receipt by the Trustee or such authenticating agent, as the case
may be, of satisfactory security or indemnity and evidence, as described in the
preceding paragraph, the Trustee or such authenticating agent may authenticate
any such substituted Debenture and make available for delivery such Debenture.
Upon the issuance of any substituted Debenture, the Company may require the
payment by the holder of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Debenture that has matured or is about
to mature or has been called for redemption or has been tendered for redemption
upon a Designated Event (and not withdrawn) or has been surrendered for
repurchase on a Repurchase Date (and not withdrawn) or is to be converted into
cash and, if applicable, Common Stock shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Debenture, pay
or authorize the payment of or convert or authorize the conversion of the same
(without surrender thereof except in the case of a mutilated Debenture), as the
case may be, if the applicant for such payment or conversion shall furnish to
the Company, to the Trustee and, if applicable, to such authenticating agent
such security or indemnity as may be required by them to save each of them
harmless for any loss, liability, cost or expense caused by or in connection
with such substitution,

                                       20
<PAGE>

and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company, the Trustee and, if applicable, any paying agent or
conversion agent evidence to their satisfaction of the destruction, loss or
theft of such Debenture and of the ownership thereof.

      Every substitute Debenture issued pursuant to the provisions of this
Section 2.06 by virtue of the fact that any Debenture is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Debenture shall be found at any
time, and shall be entitled to all the benefits of (but shall be subject to all
the limitations set forth in) this Indenture equally and proportionately with
any and all other Debentures duly issued hereunder. To the extent permitted by
law, all Debentures shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment or
conversion or redemption or repurchase of mutilated, destroyed, lost or stolen
Debentures and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment or conversion or redemption or
repurchase of negotiable instruments or other securities without their
surrender.

      Section 2.07. Temporary Debentures. Pending the preparation of Debentures
in certificated form, the Company may execute and the Trustee or an
authenticating agent appointed by the Trustee shall, upon the written request of
the Company, authenticate and deliver temporary Debentures (printed or
lithographed). Temporary Debentures shall be issuable in any authorized
denomination, and substantially in the form of the Debentures in certificated
form, but with such omissions, insertions and variations as may be appropriate
for temporary Debentures, all as may be determined by the Company. Every such
temporary Debenture shall be executed by the Company and authenticated by the
Trustee or such authenticating agent upon the same conditions and in
substantially the same manner, and with the same effect, as the Debentures in
certificated form. Without unreasonable delay, the Company will execute and
deliver to the Trustee or such authenticating agent Debentures in certificated
form and thereupon any or all temporary Debentures may be surrendered in
exchange therefor, at each office or agency maintained by the Company pursuant
to Section 6.02 and the Trustee or such authenticating agent shall authenticate
and make available for delivery in exchange for such temporary Debentures an
equal aggregate principal amount of Debentures in certificated form. Such
exchange shall be made by the Company at its own expense and without any charge
therefor. Until so exchanged, the temporary Debentures shall in all respects be
entitled to the same benefits and subject to the same limitations under this
Indenture as Debentures in certificated form authenticated and delivered
hereunder.

      Section 2.08. Cancellation of Debentures. All Debentures surrendered for
the purpose of payment, redemption, repurchase, conversion, exchange or
registration of transfer shall, if surrendered to the Company or any paying
agent or any Debenture Registrar or any conversion agent, be surrendered to the
Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be
promptly canceled by it, and no Debentures shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee shall dispose of such canceled Debentures in accordance with its
customary procedures. If the Company shall acquire any of the Debentures, such
acquisition shall not operate as a redemption, repurchase or satisfaction of the
indebtedness represented by such Debentures unless and until the same are
delivered to the Trustee for cancellation.

                                       21
<PAGE>

      Section 2.09. CUSIP Numbers. The Company in issuing the Debentures may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Debentureholders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Debentures or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Debentures, and any such redemption 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 REPURCHASE OF DEBENTURES

      Section 3.01. Redemption of Debentures. (a) The Company may not redeem any
Debentures prior to November 20, 2011. On or after November 20, 2011 and prior
to November 15, 2014, the Debentures may be redeemed at any time or from time to
time at the option of the Company in whole or in part as described below, if the
Closing Sale Price of the Common Stock exceeds 140% of the Conversion Price for
at least 20 Trading Days in any 30 consecutive Trading Day period, including the
last day of the period. Upon any redemption pursuant to this Section 3.01, the
Company shall provide the notice required by Section 3.02 hereof (which notice
may be revoked at any time prior to the time at which the Company or the
Trustee, as the case may be, has given such notice to Debentureholders) and
shall pay a redemption price equal to 100% of the principal amount of the
Debentures being redeemed, together with accrued and unpaid Interest to, but
excluding, the date fixed for redemption, payable in cash, plus, if applicable,
the Coupon Make-Whole Payment; provided that if the date fixed for redemption
falls after a record date and on or prior to the corresponding interest payment
date, then the Interest payable on such interest payment date shall be paid to
the holders of record of the Debentures on the applicable record date instead of
the holders surrendering the Debentures for redemption.

      (b) The Coupon Make-Whole Payment, if any, shall be paid on all Debentures
being redeemed by the Company on a redemption date on or after November 20, 2011
and prior to November 15, 2014, including any Debentures that may have been
converted after the date of the notice of redemption and prior to such
redemption date.

      (c) The Company may elect to pay the Coupon Make-Whole Payment or any
portion thereof in cash or, subject to the fulfillment by the Company of the
conditions set forth in Section 3.01(g), by delivering shares of Common Stock or
a combination thereof. If the Company elects to deliver Common Stock, the number
of shares of Common Stock to be delivered will equal the Coupon Make-Whole
Payment to be paid (or any portion thereof that the Company elects to pay in
shares of Common Stock) divided by the average Closing Sale Price of the Common
Stock, to be determined as follows: (i) if a holder converts Debentures after
the Company delivers the notice of redemption and prior to the redemption date,
the average Closing Sale Price of the Common Stock will be the average of the
Closing Sale Prices of the Common Stock on the ten consecutive Trading Days
beginning on the second Trading Day following the day the Debentures are
submitted for conversion, and (ii) if the Company redeems the Debentures on the
redemption date, the average Closing Sale Price of the Common Stock will be the
average of the

                                       22
<PAGE>

Closing Sale Prices of the Common Stock on the ten consecutive Trading Days
preceding and ending on or prior to the third day before the redemption date.

      (d) If a holder converts the Debentures after the Company delivers the
notice of redemption and prior to the redemption date, the Company shall deliver
the Coupon Make-Whole Payment on the same date as it delivers the Conversion
Value to such holder in accordance with Section 17.13. If the Company redeems
such holder's Debentures, the Company shall deliver the Coupon Make-Whole
Payment to such holder on the redemption date.

      (e) No fractions of shares of Common Stock shall be issued upon payment of
the Coupon Make-Whole Payment. Instead of any fractional share of Common Stock
that would otherwise be issued, the Company shall pay a cash adjustment in
respect of such fraction based on the ten-day average of the Closing Sale Prices
calculated in accordance with clause (c) above.

      (f) Any issuance and delivery of stock certificates representing shares of
Common Stock on payment of the Coupon Make-Whole Payment shall be made without
charge to the holder of Debentures being redeemed or for any tax or duty in
respect of the issuance or delivery of such stock certificates or the Debentures
represented thereby; provided, however, that the Company shall not be required
to pay any tax or duty which may be payable in respect of (i) income of such
holder or (ii) any transfer involved in the issuance or delivery of stock
certificates representing shares of Common Stock in a name other than that of
the holder of the Debentures being redeemed, and no such issuance or delivery
shall be made unless the Persons requesting such issuance or delivery has paid
to the Company the amount of any such tax or duty or has established, to the
satisfaction of the Company, that such tax or duty has been paid.

      (g) Conditions to the Company's Election to Pay the Coupon Make-Whole
Payment in Common Stock.

      The Company may, at its option, pay the Coupon Make-Whole Payment payable
to holders pursuant to this Section 3.01 in shares of Common Stock, if the
following conditions are satisfied:

            (A) The shares of Common Stock to be so issued:

                  (1) shall not require registration under any federal
            securities law before such shares may be freely transferable without
            being subject to any transfer restrictions under the Securities Act
            or if such registration is required, such registration shall be
            completed and shall become effective prior to the date the shares
            are required to be delivered under Section 3.01(d); and

                  (2) shall not require registration with, or approval of, any
            governmental authority under any state law or any other federal law
            before such shares may be validly issued or delivered upon
            conversion or redemption or if such registration is required or such
            approval must be obtained, such registration shall be completed or
            such approval shall be obtained prior to the date the shares are
            required to be delivered under Section 3.01(d).

                                       23
<PAGE>

                  (B) The shares of Common Stock to be listed upon conversion or
            redemption of Debentures hereunder are, or shall have been, approved
            for listing on the New York Stock Exchange or listed on another
            national securities exchange or automated quotation system, in any
            case, prior to the date the shares are required to be delivered
            under Section 3.01(d).

                  (C) All shares of Common Stock which may be issued upon
            conversion or redemption of Debentures 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 nonassessable and free
            of any preemptive or similar rights.

                  (D) If any of the conditions set forth in clauses (A) through
            (C) of this Section 3.01(g) are not satisfied in accordance with the
            terms thereof, the Coupon Make-Whole Payment shall be paid by the
            Company only in cash.

      (h) On or after November 15, 2014, the Debentures may be redeemed at any
time or from time to time at the option of the Company, upon notice as required
by Section 3.02 hereof (which notice maybe revoked at any time prior to the time
at which the Company or the Trustee, as the case may be, has given such notice
to Debentureholders), in whole or in part, for cash at 100% of the principal
amount of the Debentures being redeemed, together with accrued and unpaid
Interest to, but excluding, the date fixed for redemption; provided that if the
date fixed for redemption falls after a record date and on or prior to the
corresponding interest payment date, then the Interest payable on such interest
payment date shall be paid to the holders of record of the Debentures on the
applicable record date instead of the holders surrendering the Debentures for
redemption.

      Section 3.02. Notice of Optional Redemption; Selection of Debentures. In
case the Company shall desire to exercise the right to redeem all or, as the
case may be, any part of the Debentures pursuant to Section 3.01, it shall fix a
date for redemption and it or, at its written request (which may be revoked at
any time prior to the time on which the Trustee has given notice to the holders
of the Debentures) received by the Trustee not fewer than forty-five (45) days
prior (or such shorter period of time as may be acceptable to the Trustee) to
the date fixed for redemption, the Trustee in the name of and at the expense of
the Company, shall mail or cause to be mailed a notice of such redemption not
fewer than thirty (30) nor more than sixty (60) days prior to the redemption
date to each holder of Debentures so to be redeemed as a whole or in part at its
last address as the same appears on the Debenture Register; provided that if the
Company shall give such notice, it shall also give written notice of the
redemption date to the Trustee. Such mailing shall be by first class mail. The
notice, if mailed in the manner herein provided, shall be conclusively presumed
to have been duly given, whether or not the holder receives such notice. In any
case, failure to give such notice by mail or any defect in the notice to the
holder of any Debenture designated for redemption as a whole or in part shall
not affect the validity of the proceedings for the redemption of any other
Debenture. Concurrently with the mailing of any such notice of redemption, the
Company shall issue a press release announcing such redemption, the form and
content of which press release shall be determined by the Company in its sole
discretion. The failure to issue any such press release or any defect therein
shall not affect the validity of the redemption notice or any of the proceedings
for the redemption of any Debenture called for redemption.

                                       24
<PAGE>

      Each such notice of redemption shall specify the aggregate principal
amount of Debentures to be redeemed, the CUSIP number or numbers of the
Debentures being redeemed, the date fixed for redemption (which shall be a
Business Day), the redemption price at which Debentures are to be redeemed, the
place or places of payment, that payment will be made upon presentation and
surrender of such Debentures, that Interest accrued and unpaid to the date fixed
for redemption will be paid as specified in said notice, and that on and after
said date Interest thereon or on the portion thereof to be redeemed will cease
to accrue. Such notice shall also state the current Conversion Rate and the date
on which the right to convert such Debentures or portions thereof into Common
Stock will expire. If fewer than all the Debentures are to be redeemed, the
notice of redemption shall identify the Debentures to be redeemed (including
CUSIP numbers, if any). In case any Debenture is to be redeemed in part only,
the notice of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that, on and after the redemption date, upon
surrender of such Debenture, a new Debenture or Debentures in principal amount
equal to the unredeemed portion thereof will be issued.

      On or prior to the redemption date specified in the notice of redemption
given as provided in this Section 3.02, the Company will deposit with the
Trustee or with one or more paying agents (or, if the Company is acting as its
own paying agent, set aside, segregate and hold in trust as provided in Section
6.04) an amount of money in immediately available funds sufficient to redeem on
the redemption date all the Debentures (or portions thereof) so called for
redemption (other than those theretofore surrendered for conversion into Common
Stock) at the appropriate redemption price, together with accrued and unpaid
Interest to, but excluding, the redemption date; provided that if such payment
is made on the redemption date it must be received by the Trustee or paying
agent, as the case may be, by 10:00 a.m. New York City time on such date. The
Company shall be entitled to retain any interest, yield or gain on amounts
deposited with the Trustee or any paying agent pursuant to this Section 3.02 in
excess of amounts required hereunder to pay the redemption price and accrued and
unpaid Interest to, but excluding, the redemption date. If any Debenture called
for redemption is converted pursuant hereto prior to such redemption date, any
money deposited with the Trustee or any paying agent or so segregated and held
in trust for the redemption of such Debenture shall be paid to the Company upon
its written request, or, if then held by the Company, shall be discharged from
such trust. Whenever any Debentures are to be redeemed, the Company will give
the Trustee written notice in the form of an Officers' Certificate not fewer
than forty-five (45) days (or such shorter period of time as may be acceptable
to the Trustee) prior to the redemption date as to the aggregate principal
amount of Debentures to be redeemed.

      If less than all of the Outstanding Debentures are to be redeemed, the
Trustee shall select the Debentures or portions thereof of the Global Debenture
or the Debentures in certificated form to be redeemed (in principal amounts of
$1,000 or multiples thereof) by lot, on a pro rata basis or by another method
the Trustee deems fair and appropriate. If any Debenture selected for partial
redemption is submitted for conversion in part after such selection, the portion
of such Debenture submitted for conversion shall be deemed (so far as may be
possible) to be the portion to be selected for redemption. The Debentures (or
portions thereof) so selected shall be deemed duly selected for redemption for
all purposes hereof, notwithstanding that any such Debenture is submitted for
conversion in part before the mailing of the notice of redemption.

                                       25
<PAGE>

      Upon any redemption of less than all of the Outstanding Debentures, the
Company and the Trustee may (but need not), solely for purposes of determining
the pro rata allocation among such Debentures as are unconverted and Outstanding
at the time of redemption, treat as Outstanding any Debentures surrendered for
conversion during the period of fifteen (15) days next preceding the mailing of
a notice of redemption and may (but need not) treat as Outstanding any Debenture
authenticated and delivered during such period in exchange for the unconverted
portion of any Debenture converted in part during such period.

      Section 3.03. Payment of Debentures Called for Redemption by the Company.
If notice of redemption has been given as provided in Section 3.02, the
Debentures or portion of Debentures with respect to which such notice has been
given shall, unless converted pursuant to the terms hereof, become due and
payable on the date fixed for redemption and at the place or places stated in
such notice at the applicable redemption price, together with Interest accrued
and unpaid to (but excluding) the redemption date, and on and after said date
(unless the Company shall default in the payment of such Debentures at the
redemption price, together with Interest accrued to said date) Interest on the
Debentures or portion of Debentures so called for redemption shall cease to
accrue and, after the close of business on the Business Day immediately
preceding the redemption date (unless the Company shall default in the payment
of such Debentures at the redemption price, together with Interest accrued to
said date), such Debentures shall cease to be convertible into Common Stock and,
except as provided in Section 9.05 and Section 15.04, to be entitled to any
benefit or security under this Indenture, and the holders thereof shall have no
right in respect of such Debentures except the right to receive the redemption
price thereof and accrued and unpaid Interest to (but excluding) the redemption
date. On presentation and surrender of such Debentures at a place of payment in
said notice specified, the said Debentures or the specified portions thereof
shall be paid and redeemed by the Company at the applicable redemption price,
together with Interest accrued and unpaid thereon to, but excluding, the
redemption date.

      Upon presentation of any Debenture redeemed in part only, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to the holder thereof, at the expense of the Company, a new Debenture or
Debentures, of authorized denominations, in principal amount equal to the
unredeemed portion of the Debentures so presented.

      Notwithstanding the foregoing, the Trustee shall not redeem any Debentures
or mail any notice of redemption during the continuance of a default in payment
of Interest on the Debentures.

      Section 3.04. Conversion Arrangement on Call for Redemption. In connection
with any redemption of Debentures, the Company may arrange for the purchase and
conversion of any Debentures by an agreement with one or more investment banks
or other purchasers to purchase such Debentures by paying to the Trustee in
trust for the Debentureholders, on or before the date fixed for redemption, an
amount not less than the applicable redemption price, together with Interest
accrued and unpaid to, but excluding, the date fixed for redemption, of such
Debentures. Notwithstanding anything to the contrary contained in this Article
3, the obligation of the Company to pay the redemption price of such Debentures,
together with Interest accrued and unpaid to, but excluding, the date fixed for
redemption, shall be deemed to be satisfied and discharged to the extent such
amount is so paid by such purchasers. If such an agreement is

                                       26
<PAGE>

entered into, a copy of which will be filed with the Trustee prior to the date
fixed for redemption, any Debentures not duly surrendered for conversion by the
holders thereof may, at the option of the Company, be deemed, to the fullest
extent permitted by law, acquired by such purchasers from such holders and
(notwithstanding anything to the contrary contained in Article 17) surrendered
by such purchasers for conversion, all as of immediately prior to the close of
business on the date fixed for redemption (and the right to convert any such
Debentures shall be extended through such time), subject to payment of the above
amount as aforesaid. At the direction of the Company, the Trustee shall hold and
dispose of any such amount paid to it in the same manner as it would monies
deposited with it by the Company for the redemption of Debentures. Without the
Trustee's prior written consent, no arrangement between the Company and such
purchasers for the purchase and conversion of any Debentures shall increase or
otherwise affect any of the powers, duties, responsibilities or obligations of
the Trustee as set forth in this Indenture.

      Section 3.05. Repurchase at Option of Holders upon a Designated Event. (a)
If there shall occur a Designated Event at any time prior to maturity of the
Debentures, then each Debentureholder shall have the right, at such holder's
option, to require the Company to repurchase all of such holder's Debentures, or
any portion thereof that is a multiple of $1,000 principal amount, on a date
designated by the Company (the "DESIGNATED EVENT REPURCHASE DATE") that is not
less than twenty (20) nor more than thirty-five (35) Business Days after the
date of the Designated Event Notice (as defined in Section 3.05(b)) for such
Designated Event (or, if such day is not a Business Day, the next succeeding
Business Day) at a repurchase price equal to 100% of the principal amount
thereof, together with accrued and unpaid Interest to, but excluding, the
Designated Event Repurchase Date, payable in cash, plus in the event the
Designated Event occurs on or prior to November 20, 2011 and is (A) an event
described in clause (1) or (2) of the definition of "Fundamental Change" or (B)
a Termination of Trading, a Make-Whole Premium (if any) payable in shares of
Common Stock (or certain other consideration as described in Article 18)
determined as set forth in Article 18. If such Designated Event Repurchase Date
falls after a record date and on or prior to the corresponding interest payment
date, then the Interest payable on such interest payment date shall be paid to
the holders of record of the Debentures on the applicable record date instead of
the holders surrendering the Debentures for repurchase.

      (b) On or before the 20th day after the occurrence of a Designated Event,
the Company or at its written request (which must be received by the Trustee at
least five (5) Business Days prior to the date the Trustee is requested to give
notice as described below, unless the Trustee shall agree in writing to a
shorter period), the Trustee, in the name of and at the expense of the Company,
shall mail or cause to be mailed to all holders of record on the date of the
Designated Event a notice (the "DESIGNATED EVENT NOTICE") of the occurrence of
such Designated Event and of the repurchase right at the option of the holders
arising as a result thereof. Such notice shall be mailed in the manner and with
the effect set forth in the first paragraph of Section 3.02 (without regard for
the time limits set forth therein). If the Company shall give such notice, the
Company shall also deliver a copy of the Designated Event Notice to the Trustee
at such time as it is mailed to Debentureholders. Concurrently with the mailing
of any Designated Event Notice, the Company shall issue a press release
announcing such Designated Event referred to in the Designated Event Notice, the
form and content of which press release shall be determined by the Company in
its sole discretion, or (at the Company's

                                       27
<PAGE>

sole election) the Company may publish such information on its website or
through such other public medium as the Company shall use at such time. The
failure to issue any such press release or otherwise publish such information or
any defect therein shall not affect the validity of the Designated Event Notice
or any proceedings for the repurchase of any Debenture that any Debentureholder
may elect to have the Company repurchase as provided in this Section 3.05.

      Each Designated Event Notice shall specify the circumstances constituting
the Designated Event, the Designated Event Repurchase Date, the price at which
the Company shall be obligated to repurchase Debentures, that the holder must
exercise the repurchase right on or prior to 5:00 p.m., New York City time, on
the Business Day prior to the Designated Event Repurchase Date (the "DESIGNATED
EVENT EXPIRATION TIME"), that the holder shall have the right to withdraw any
Debentures surrendered prior to the Designated Event Expiration Time, if the
Debentures are then convertible, that Debentures as to which an Option to Elect
Repurchase Upon a Designated Event has been given may be converted only if the
Option to Elect Repurchase Upon a Designated Event is withdrawn in accordance
with the terms of this Indenture, a description of the procedure that a
Debentureholder must follow to exercise such repurchase right and to withdraw
any surrendered Debentures, the place or places where the holder is to surrender
such holder's Debentures, the amount of Interest accrued and unpaid on each
Debenture to the Designated Event Repurchase Date and the CUSIP number or
numbers of the Debentures (if then generally in use).

      No failure of the Company to give the foregoing notices and no defect
therein shall limit the Debentureholders' repurchase rights or affect the
validity of the proceedings for the repurchase of the Debentures pursuant to
this Section 3.05.

      (c) Repurchases of Debentures under this Section 3.05 shall be made, at
the option of the holder thereof, upon:

            (i) delivery to the Trustee (or other paying agent appointed by the
      Company) by a holder of a duly completed and executed notice (the "OPTION
      TO ELECT REPURCHASE UPON A DESIGNATED EVENT") in the form set forth on the
      reverse of the Debenture prior to the Designated Event Expiration Time;
      and

            (ii) delivery or book-entry transfer of the Debentures to the
      Trustee (or other paying agent appointed by the Company) at any time
      simultaneous with or after delivery of the Option to Elect Repurchase Upon
      a Designated Event (together with all necessary endorsements)

at the Corporate Trust Office of the Trustee (or other paying agent appointed by
the Company) in the Borough of Manhattan as provided in Section 6.02, such
delivery being a condition to receipt by the holder of the repurchase price
therefor; provided that such repurchase price shall be so paid pursuant to this
Section 3.05 only if the Debenture so delivered to the Trustee (or other paying
agent appointed by the Company) shall conform in all respects to the description
thereof in the related Option to Elect Repurchase Upon a Designated Event.

      The Company shall purchase from the holder thereof, pursuant to this
Section 3.05, a portion of a Debenture, if the principal amount of such portion
is $1,000 or a whole multiple of

                                       28
<PAGE>

$1,000. Provisions of this Indenture that apply to the purchase of all of a
Debenture also apply to the purchase of such portion of such Debenture.

      Upon presentation of any Debenture repurchased in part only, the Company
shall execute and, upon the Company's written direction to the Trustee, the
Trustee shall authenticate and make available for delivery to the holder
thereof, at the expense of the Company, a new Debenture or Debentures, of
authorized denominations, in aggregate principal amount equal to the unredeemed
portion of the Debentures presented.

      Notwithstanding anything herein to the contrary, any holder delivering to
the Trustee (or other paying agent appointed by the Company) the Option to Elect
Repurchase Upon a Designated Event contemplated by this Section 3.05 shall have
the right to withdraw such Option to Elect Repurchase Upon a Designated Event at
any time prior to the Designated Event Expiration Time by delivery of a written
notice of withdrawal to the Trustee (or other paying agent appointed by the
Company) in accordance with Section 3.05(d) below. Debentures in respect of
which an Option to Elect Repurchase Upon a Designated Event has been given by
the holder thereof may not be converted pursuant to Article 17 hereof on or
after the date of the delivery of such Option to Elect Repurchase Upon a
Designated Event unless such Option to Elect Repurchase Upon a Designated Event
has first been validly withdrawn.

      The Trustee (or other paying agent appointed by the Company) shall
promptly notify the Company of the receipt by it of any Option to Elect
Repurchase Upon a Designated Event or written notice of withdrawal thereof.

      For a Debenture, other than a Global Debenture to be so repurchased at the
option of the holder, the Company must receive at the office or agency of the
Company maintained for that purpose or, at the option of such holder, the
Corporate Trust Office, such Debenture with the form entitled "Option to Elect
Repurchase Upon a Designated Event" on the reverse thereof duly completed,
together with such Debentures duly endorsed for transfer, on or before the
Designated Event Expiration Time. All questions as to the validity, eligibility
(including time of receipt) and acceptance of any Debenture for repurchase shall
be determined by the Company, whose determination shall be final and binding
absent manifest error.

      (d) An Option to Elect Repurchase Upon a Designated Event may be withdrawn
by means of a written notice of withdrawal delivered to the office of the
Trustee (or other paying agent appointed by the Company) in accordance with the
Option to Elect Repurchase Upon a Designated Event at any time prior to the
Designated Event Expiration Time, specifying:

            (i) the certificate number, if any, of the Debenture in respect of
      which such notice of withdrawal is being submitted, or the appropriate
      Depositary information if the Debenture in respect of which such notice of
      withdrawal is being submitted is represented by a Global Debenture,

            (ii) the principal amount of the Debenture with respect to which
      such notice of withdrawal is being submitted, and

                                       29
<PAGE>

            (iii) the principal amount, if any, of such Debenture that remains
      subject to the original Option to Elect Repurchase Upon a Designated Event
      and that has been or will be delivered for purchase by the Company.

      (e) On or prior to the Designated Event Repurchase Date, the Company shall
deposit with the Trustee or with one or more paying agents (or, if the Company
is acting as its own paying agent, set aside, segregate and hold in trust as
provided in Section 6.04) an amount of money sufficient to repurchase on the
Designated Event Repurchase Date all the Debentures to be repurchased on such
date at the appropriate repurchase price, together with accrued and unpaid
Interest to, but excluding, the Designated Event Repurchase Date; provided that
if such payment is made on the Designated Event Repurchase Date it must be
received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New
York City time, on such date. Payment for Debentures surrendered for repurchase
(and not withdrawn) prior to the Designated Event Expiration Time will be made
promptly (but in no event more than five (5) Business Days) following the later
of (x) Designated Event Repurchase Date, and (y) the time of book-entry transfer
or delivery of the Debenture surrendered for repurchase, by (i) mailing checks
for the amount payable to the holders of such Debentures entitled thereto as
they shall appear in the Debenture Register or (ii) on any Global Debenture by
wire transfer of immediately available funds to the account of the Depositary or
its nominee.

      If on the Business Day following the Designated Event Repurchase Date the
Trustee (or other paying agent appointed by the Company) holds money sufficient
to repurchase all the Debentures or portions thereof that are to be purchased as
of the Designated Event Repurchase Date, then as of the Designated Event
Repurchase Date (i) such Debentures will cease to be Outstanding, (ii) Interest
on such Debentures will cease to accrue, and (iii) all other rights of the
holders of such Debentures will terminate, whether or not book-entry transfer of
the Debentures has been made or the Debentures have been delivered to the
Trustee or paying agent, other than the right to receive the repurchase price
upon delivery of the Debentures.

      (f) The Company will comply with the provisions of Rule 13e-4, Rule 14e-1
and any other tender offer rules under the Exchange Act to the extent applicable
and file a Schedule TO or any other required schedule or form under the Exchange
Act to the extent then applicable in connection with the repurchase rights of
the holders of Debentures in the event of a Designated Event.

      Section 3.06. Repurchase of Debentures by the Company at Option of the
Holder. Debentures shall be purchased by the Company for cash pursuant to the
terms of the Debentures at the option of the holder on each of November 20,
2011, November 15, 2014, and November 15, 2019 (each a "REPURCHASE DATE"), at a
purchase price of 100% of the principal amount, plus any accrued and unpaid
Interest to, but excluding, the Repurchase Date. Repurchases of Debentures under
this Section 3.06 shall be made, at the option of the holder thereof, upon:

            (a) delivery to the Trustee (or other paying agent appointed by the
      Company) by a holder of a duly completed notice (the "REPURCHASE NOTICE")
      in the form set forth on the reverse of the Debenture during the period
      beginning at any time from the opening of business on the date that is
      twenty (20) Business Days prior to the Repurchase Date until the close of
      business on the Repurchase Date; and

                                       30
<PAGE>

            (b) delivery or book-entry transfer of the Debentures to the Trustee
      (or other paying agent appointed by the Company) at any time after
      delivery of the Repurchase Notice (together with all necessary
      endorsements) at the Corporate Trust Office of the Trustee (or other
      paying agent appointed by the Company) in the Borough of Manhattan as
      provided in Section 6.02, such delivery being a condition to receipt by
      the holder of the purchase price therefor; provided that such purchase
      price shall be so paid pursuant to this Section 3.06 only if the Debenture
      so delivered to the Trustee (or other paying agent appointed by the
      Company) shall conform in all respects to the description thereof in the
      related Repurchase Notice.

      The Company shall purchase from the holder thereof, pursuant to this
Section 3.06, a portion of a Debenture, if the principal amount of such portion
is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply
to the purchase of all of a Debenture also apply to the purchase of such portion
of such Debenture.

      Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.06 shall be consummated by the delivery of the consideration to
be received by the holder promptly following the later of the Repurchase Date
and the time of the book-entry transfer or delivery of the Debenture.

      Notwithstanding anything herein to the contrary, any holder delivering to
the Trustee (or other paying agent appointed by the Company) the Repurchase
Notice contemplated by this Section 3.06 shall have the right to withdraw such
Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the
Repurchase Date by delivery of a written notice of withdrawal to the Trustee (or
other paying agent appointed by the Company) in accordance with Section 3.08.

      The Trustee (or other paying agent appointed by the Company) shall
promptly notify the Company of the receipt by it of any Repurchase Notice or
written notice of withdrawal thereof.

      Section 3.07. Company Repurchase Notice. (a) The Debentures to be
repurchased on the Repurchase Date pursuant to Section 3.06 will be paid for in
cash.

      At least three (3) Business Days before the Company Repurchase Notice
Date, the Company shall deliver an Officers' Certificate to the Trustee
specifying:

            (i) the information required by Section 3.07(b) in the Company
      Repurchase Notice, and

            (ii) whether the Company desires the Trustee to give the Company
      Repurchase Notice required by Section 3.07(b).

      (b) In connection with any repurchase of Debentures, the Company shall, no
less than twenty (20) Business Days prior to the Repurchase Date (the "COMPANY
REPURCHASE NOTICE DATE"), give notice to holders at their addresses shown in the
Debenture Register setting forth information specified in this Section 3.07(b)
(the "COMPANY REPURCHASE NOTICE"). The Company will also give notice to
beneficial owners as required by applicable law.

                                       31
<PAGE>

      The Company Repurchase Notice shall:

            (1) state the repurchase price and the Repurchase Date to which the
      Company Repurchase Notice relates;

            (2) include a form of Repurchase Notice;

            (3) state the name and address of the Trustee (or other paying agent
      or conversion agent appointed by the Company);

            (4) state that Debentures must be surrendered to the Trustee (or
      other paying agent appointed by the Company) to collect the purchase
      price;

            (5) if the Debentures are then convertible, state that Debentures as
      to which a Repurchase Notice has been given may be converted only if the
      Repurchase Notice is withdrawn in accordance with the terms of this
      Indenture; and

            (6) state the CUSIP number of the Debentures.

      The Company Repurchase Notice may be given by the Company or, at the
Company's request, the Trustee shall give such Company Repurchase Notice in the
Company's name and at the Company's expense.

      (c) The Company will comply with the provisions of Rule 13e-4, Rule 14e-1
and any other tender offer rules under the Exchange Act to the extent applicable
and file a Schedule TO or any other required schedule or form under the Exchange
Act to the extent applicable in connection with the repurchase rights of the
holders of Debentures.

      Section 3.08. Effect of Repurchase Notice. Upon receipt by the Trustee (or
other paying agent appointed by the Company) of the Repurchase Notice specified
in Section 3.06, the holder of the Debenture in respect of which such Repurchase
Notice was given shall (unless such Repurchase Notice is validly withdrawn)
thereafter be entitled to receive solely the purchase price with respect to such
Debenture. Such purchase price shall be paid to such holder, subject to receipt
of funds and/or Debentures by the Trustee (or other paying agent appointed by
the Company), promptly following the later of (x) the Repurchase Date with
respect to such Debenture (provided the holder has satisfied the conditions in
Section 3.06) and (y) the time of delivery of such Debenture to the Trustee (or
other paying agent appointed by the Company) by the holder thereof in the manner
required by Section 3.06. Debentures in respect of which a Repurchase Notice has
been given by the holder thereof may not be converted pursuant to Article 17
hereof on or after the date of the delivery of such Repurchase Notice unless
such Repurchase Notice has first been validly withdrawn.

      A Repurchase Notice may be withdrawn by means of a written notice of
withdrawal delivered to the office of the Trustee (or other paying agent
appointed by the Company) in accordance with the Repurchase Notice at any time
prior to 5:00 p.m., New York City time, on the Business Day prior to the
Repurchase Date, specifying:

                                       32
<PAGE>

            (a) the certificate number, if any, of the Debenture in respect of
      which such notice of withdrawal is being submitted, or the appropriate
      Depositary information if the Debenture in respect of which such notice of
      withdrawal is being submitted is represented by a Global Debenture,

            (b) the principal amount of the Debenture with respect to which such
      notice of withdrawal is being submitted, and

            (c) the principal amount, if any, of such Debenture that remains
      subject to the original Repurchase Notice and that has been or will be
      delivered for purchase by the Company.

      Section 3.09. Deposit of Purchase Price. (a) On or prior to the Business
Day following the Repurchase Date, the Company will deposit with the Trustee or
with one or more paying agents (or, if the Company is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 6.04) an
amount of money sufficient to pay the aggregate purchase price of all the
Debentures or portions thereof that are to be purchased as of the Repurchase
Date; provided that if such payment is made on the Repurchase Date it must be
received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New
York City time, on such date.

      (b) If on the Business Day following the Repurchase Date the Trustee or
other paying agent appointed by the Company, or the Company if the Company is
acting as the paying agent, holds cash sufficient to pay the aggregate purchase
price of all the Debentures, or portions thereof that are to be purchased as of
the Repurchase Date, then as of the Repurchase Date (i) the Debentures will
cease to be Outstanding, (ii) Interest on the Debentures will cease to accrue,
and (iii) all other rights of the holders of such Debentures will terminate,
whether or not book-entry transfer of the Debentures has been made or the
Debentures have been delivered to the Trustee or paying agent, other than the
right to receive the repurchase price upon delivery of the Debentures.

      Section 3.10. Debentures Repurchased in Part. Upon presentation of any
Debenture repurchased only in part, the Company shall execute and the Trustee
shall authenticate and make available for delivery to the holder thereof, at the
expense of the Company, a new Debenture or Debentures, of any authorized
denomination, in aggregate principal amount equal to the unrepurchased portion
of the Debentures presented.

      Section 3.11. Repayment to the Company. The Trustee (or other paying agent
appointed by the Company) shall return to the Company any cash that remains
unclaimed as provided in Section 15.04, together with Interest, if any, thereon,
held by it for the payment of the repurchase price; provided that to the extent
that the aggregate amount of cash deposited by the Company pursuant to Section
3.02, Section 3.05 and Section 3.09 exceeds the aggregate redemption price or
purchase price, as the case may be, of the Debentures or portions thereof that
the Company is obligated to redeem or purchase as of the redemption date, the
Designated Event Repurchase Date or the Repurchase Date, as the case may be,
then, unless otherwise agreed in writing with the Company, promptly after the
Business Day following the redemption date, the Designated Event Repurchase Date
or the Repurchase Date, as the case may be, the Trustee shall return any such
excess to the Company together with interest, if any, thereon.

                                       33
<PAGE>

      Section 3.12. Acceleration; Payments to Debentureholders. In the event of
the acceleration of the Debentures because of an Event of Default, no payment or
distribution shall be made to the Trustee or any holder of Debentures in respect
of the principal of, premium, if any, or Interest on the Debentures called for
redemption in accordance with Section 3.02 or the Debentures submitted for
repurchase in accordance with Section 3.05 or Section 3.06, as the case may be,
as provided in this Indenture, until such acceleration is rescinded in
accordance with the terms of this Indenture.

      Section 3.13. No Sinking Fund. The Debentures are not subject to
redemption through the operation of any sinking fund.

                                    ARTICLE 4
                           SUBORDINATION OF DEBENTURES

      Section 4.01. Debentures Subordinated to Senior Indebtedness. The Company
covenants and agrees, and each holder of Debentures by his acceptance thereof
likewise covenants and agrees, that all Debentures are subject to the provisions
of this Article 4; and each Person holding any Debenture, whether upon original
issue or upon transfer or assignment thereof, accepts and agrees to be bound by
such provisions and acknowledges that such provisions are for the benefit of,
and shall be enforceable directly by, the holders of Senior Indebtedness.

      Each holder of Debentures authorizes and directs the Trustee on such
holder's behalf to take such action as may be necessary or appropriate, in the
sole discretion of the Trustee, to acknowledge or effectuate the subordination
between the holders of Debentures and the holders of Senior Indebtedness as
provided in this Article and appoints the Trustee as such holder's
attorney-in-fact for any and all such purposes.

      The payment of the principal of, premium, if any, and Interest on and any
other payment due pursuant to this Indenture or any Debentures issued hereunder
(including, without limitation, the payment or deposit of the redemption price
or repurchase price pursuant to Article 3, the payment of the Conversion Value
pursuant to Article 17 or the payment of the Make-Whole Premium or the Coupon
Make-Whole Payment) 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 of all Senior Indebtedness, whether outstanding at the date of this
Indenture or thereafter created, incurred, assumed or guaranteed.

      Each holder by accepting a Debenture acknowledges and agrees that the
subordination provision set forth in this Article 4 are, and are intended to be,
an inducement and consideration to each holder of any Senior Indebtedness of the
Company, whether such Senior Indebtedness was created before or after the
issuance of the Debentures, to acquire and continue to hold, or to continue to
hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be
deemed conclusively to have relied upon such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness, and such holder is made an obligee hereunder and may enforce
directly such subordination provisions.

                                       34
<PAGE>

      Section 4.02. Securities Subordinated to Prior Payment of All Senior
Indebtedness on Dissolution, Liquidation, Reorganization, Etc., of the Company.
Upon any payment or distribution of the assets of the Company of any kind or
character, whether in cash, property or securities (including any collateral at
any time securing the Debentures), to creditors upon any dissolution,
winding-up, total or partial liquidation, or reorganization of the Company
(whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization,
liquidation, or receivership proceedings, or upon an assignment for the benefit
of creditors, or any marshalling of the assets of the Company, or upon any
similar proceedings), then in such event:

            (a) all Senior Indebtedness (including principal thereof and
      interest thereon) shall first be paid in full in cash before any Payment
      of the Debentures (as defined in Section 4.05) is made;

            (b) any payment or distribution of assets of the Company of any kind
      or character, whether in cash, property or securities (including any
      collateral at any time securing the Debentures), to which the holders of
      Debentures or the Trustee on behalf of such holders would be entitled
      except for the provisions of this Article 4, including any such payment or
      distribution which may be payable or deliverable by reason of the payment
      of another debt of the Company being subordinated to the payment of the
      Debentures, shall be paid or delivered by any debtor, custodian or other
      person making such payment or distribution, directly to the holders of the
      Senior Indebtedness or their Representative or Representatives, or to the
      trustee or trustees under any indenture pursuant to which any instruments
      evidencing any of such Senior Indebtedness may have been issued, ratably
      according to the aggregate amounts remaining unpaid on account of the
      principal of and interest on the Senior Indebtedness held or represented
      by each, for application to payment of all Senior Indebtedness remaining
      unpaid, to the extent necessary to pay all Senior Indebtedness in full in
      cash after giving effect to any concurrent payment or distribution, or
      provision therefor, to the holders of such Senior Indebtedness; and

            (c) in the event that, notwithstanding the foregoing provisions of
      this Section 4.02, any payment or distribution of assets of the Company of
      any kind or character, whether in cash, property or securities, shall be
      received by the Trustee or the holders of Debentures before all Senior
      Indebtedness is paid in full in cash, such payment or distribution
      (subject to the provisions of Sections 4.06 and 4.07) shall be held in
      trust for the benefit of, and shall be immediately paid or delivered by
      the Trustee or such holders, as the case may be, to the holders of Senior
      Indebtedness remaining unpaid, or their Representative or Representatives,
      ratably according to the aggregate amounts remaining unpaid on account of
      the principal of and interest on the Senior Indebtedness held or
      represented by each, for application to the payment of all Senior
      Indebtedness remaining unpaid, to the extent necessary to pay all Senior
      Indebtedness in full in cash after giving effect to any concurrent payment
      or distribution, or provision therefor, to or for the holders of such
      Senior Indebtedness.

      The Company shall give prompt notice to the Trustee of any dissolution,
winding-up, liquidation or reorganization of the Company.

                                       35
<PAGE>

      Upon any prepayment, payment or distribution of assets of the Company
referred to in this Article 4, the Trustee, subject to the provisions of Section
9.01, and the holders of Debentures shall be entitled to conclusively rely upon
any order or decree by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceeding is pending, or
a certificate of the liquidating trustee or agent or other person making any
distribution to the Trustee or to such holders, for the purpose of ascertaining
the persons entitled to participate in such distribution, the holders of the
Senior Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 4; provided that the foregoing shall
apply only if such court, trustee, liquidating trustee or other person has been
fully apprised of the provisions of this Article.

      Section 4.03. Debentureholders to Be Subrogated to Right of Holders of
Senior Indebtedness. Subject to the prior payment in full in cash of all Senior
Indebtedness, the holders of Debentures shall be subrogated (equally and ratably
with the holders of all indebtedness of the Company which by its express terms
is subordinated to indebtedness of the Company to substantially the same extent
as the Debentures are subordinated and is entitled to like rights of subrogation
including but not limited to holders of the Existing Convertible Notes) to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of assets of the Company applicable to the Senior Indebtedness
until the principal of, premium, if any, and interest on the Debentures shall be
paid in full, and for purposes of such subrogation, no payments or distributions
to the holders of Senior Indebtedness of assets, whether in cash, property or
securities, distributable to the holders of Senior Indebtedness under the
provisions hereof to which the holders of Debentures would be entitled except
for the provisions of this Article 4, and no payment pursuant to the provisions
of this Article 4 to the holders of Senior Indebtedness by the holders of
Debentures shall, as among the Company, its creditors other than the holders of
Senior Indebtedness, and the holders of Debentures, be deemed to be a payment by
the Company to or on account of Senior Indebtedness, it being understood that
the provisions of this Article 4 are, and are intended, solely for the purpose
of defining the relative rights of the holders of Debentures, on the one hand,
and the holders of Senior Indebtedness, on the other hand.

      Section 4.04. Obligations of the Company Unconditional. Nothing contained
in this Article 4 or elsewhere in this Indenture or in any Debenture is intended
to or shall impair the obligation of the Company, which is absolute and
unconditional, to pay to the holders of Debentures the principal of, premium, if
any, and interest on the Debentures, as and when the same shall become due and
payable in accordance with the terms of the Debentures, or to affect the
relative rights of the holders of Debentures and other creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or any holder of Debentures from exercising all
remedies otherwise permitted by applicable law upon the happening of an Event of
Default under this Indenture, subject to the provisions of Article 8, and the
rights, if any, under this Article 4 of the holders of Senior Indebtedness in
respect of assets, whether in cash, property or securities, of the Company
received upon the exercise of any such remedy.

      Section 4.05. Company Not to Make Payment with Respect to Debentures in
Certain Circumstances. Upon the occurrence of a Payment Default, unless and
until the amount of

                                       36
<PAGE>

Senior Indebtedness affected by such Payment Default then due shall have been
paid in full in cash, or such default shall have been cured or waived or shall
have ceased to exist, the Company shall not pay principal of, premium, if any,
or Interest on the Debentures or any other amount due pursuant to this Indenture
or any Debentures (including, without limitation, the payment of the Conversion
Value pursuant to Article 17 and the payment of the Make-Whole Premium and the
Coupon Make-Whole Payment) or make any payment or deposit pursuant to Article 3
or Section 15.1 and shall not repurchase, redeem or otherwise retire any
Debentures (collectively, "PAYMENT OF THE DEBENTURES").

      Unless Section 4.02 shall be applicable, upon (1) the occurrence of a
default on Designated Senior Indebtedness (other than a Payment Default) that
occurs and is continuing that permits the holders of such Designated Senior
Indebtedness (or their Representative or Representatives) to accelerate its
maturity and (2) receipt by the Company and the Trustee from the Senior Agent of
written notice of such occurrence and the imposition of a Payment Blockage
Period hereunder, the Company shall not make any Payment of the Debentures for a
period (the "PAYMENT BLOCKAGE PERIOD") commencing on the earlier of the date of
receipt by the Company or the Trustee of such notice from the Senior Agent and
ending on the earlier of (subject to any blockage of payments that may then be
in effect under this Section 4.05) (x) the date 179 days after such date, (y)
the date such default shall have been cured or waived in writing or shall have
ceased to exist or such Senior Indebtedness shall have been discharged, or (z)
the date such Payment Blockage Period shall have been terminated by written
notice to the Company or the Trustee from the Senior Agent, after which, in case
of clause (x), (y) or (z), as the case may be, the Company shall resume making
any and all required payments. Notwithstanding any other provision of this
Indenture, only one Payment Blockage Period may be commenced within any
consecutive 365-day period, and no event of default with respect to any
Designated Senior Indebtedness which existed or was continuing on the date of
the commencement of any Payment Blockage Period with respect to such Designated
Senior Indebtedness shall be, or can be made, the basis for the commencement of
a second Payment Blockage Period whether or not within a period of 365
consecutive days unless such event of default shall have been cured or waived
for a period of not less than 90 consecutive days. In no event will a Payment
Blockage Period extend beyond 179 days.

      In the event that, notwithstanding the foregoing provisions of this
Section 4.05, any Payment of the Debentures shall be made by or on behalf of the
Company and received by the Trustee, any holder of Debentures or any Paying
Agent (or, if the Company is acting as its own Paying Agent, money for any such
payment shall be segregated and held in trust), which payment was prohibited by
this Section 4.05, then, unless and until the amount of Senior Indebtedness then
due, as to which a default shall have occurred, shall have been paid in full in
cash, or such default shall have been cured or waived, such payment (subject, in
each case, to the provisions of Sections 4.06 and 4.07) shall be held in trust
for the benefit of, and shall be immediately paid over to, the holders of Senior
Indebtedness or their Representative or Representatives, ratably according to
the aggregate amounts remaining unpaid on account of the principal of and
interest on the Senior Indebtedness held or represented by each, for application
to the payment of all Senior Indebtedness remaining unpaid to the extent
necessary to pay all Senior Indebtedness in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of Senior Indebtedness. The Company shall

                                       37
<PAGE>

give prompt written notice to the Trustee of any default under any Senior
Indebtedness or under any agreement pursuant to which Senior Indebtedness may
have been issued.

      Section 4.06. Notice of Trustee. The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Debentures, but
failure to give such notice shall not affect the subordination provided in this
Article 4 of the Debentures to Senior Indebtedness. Notwithstanding the
provisions of this Article 4 or any other provision of this Indenture, the
Trustee shall not at any time be charged with knowledge of the existence of any
facts which would prohibit the making of any payment to or by the Trustee,
unless and until the Trustee shall have received written notice thereof from the
Company or from the holder or holders of Senior Indebtedness or from their
Representative or Representatives; and, prior to the receipt of any such notice,
the Trustee, subject to the provisions of Section 9.01, shall be entitled to
assume conclusively that no such facts exist.

      The Trustee shall be entitled to conclusively rely on the delivery to it
of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a Representative of such holder) to establish that such notice
has been given by a holder of Senior Indebtedness or a Representative of any
such holder. 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 4, 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
each Person under this Article 4, 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 4.07. Application by Trustee of Monies Deposited with It. Monies
deposited in trust with the Trustee pursuant to Section 15.01 and not in
violation of this Article 4 shall be for the sole benefit of Debentureholders
and shall thereafter not be subject to the subordination provisions of this
Article 4. Otherwise, any deposit of monies by the Company with the Trustee or
any Paying Agent (whether or not in trust) for the payment of the principal of,
premium, if any, or interest on any Debentures shall be subject to the
provisions of Sections 4.01, 4.02, 4.03 and 4.05; except that, if at least three
Business Days prior to the date on which by the terms of this Indenture any such
monies may become payable for any purpose (including, without limitation, the
payment of the principal of, premium, if any, or interest on any Debenture), a
Responsible Officer of the Trustee shall not have received with respect to such
monies the notice provided for in Section 4.06, then the Trustee or any Paying
Agent shall have full power and authority to receive such monies and to apply
such monies 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 within three
Business Days prior to or after such date. This Section 4.07 shall be construed
solely for the benefit of the Trustee and the Paying Agent and shall not
otherwise affect the rights that holders of Senior Indebtedness may have to
recover any such payments from the holders of Debentures in accordance with the
provisions of this Article 4.

                                       38
<PAGE>

      Section 4.08. Subordination Rights Not Impaired by Acts or Omissions of
the Company or Holders of Senior Indebtedness. No right of any present or future
holders 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 be otherwise charged with. The holders of any
Senior Indebtedness may extend, renew, modify or amend the terms of such Senior
Indebtedness or any security therefor and release, sell or exchange such
security and otherwise deal freely with the Company, all without affecting the
liabilities and obligations of the parties to this Indenture or the holders of
Debentures. No amendment of this Article 4 or any defined terms used herein or
any other Sections referred to in this Article 4 which adversely affects the
rights hereunder of holders of Senior Indebtedness, shall be effective unless
the holders of such Senior Indebtedness (required pursuant to the terms of such
Senior Indebtedness to give such consent) have consented thereto.

      Section 4.09. Trustee to Effectuate Subordination. Each holder of a
Debenture by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge and
effectuate the subordination provided in this Article 4 and appoints the Trustee
his attorney-in-fact for any and all such purposes.

      Section 4.10. Right of Trustee to Hold Senior Indebtedness. The Trustee,
in its individual capacity, shall be entitled to all of the rights set forth in
this Article 4 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 this
Indenture shall be construed to deprive the Trustee of any of its rights as such
holder. Nothing in this Article 4 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 9.06.

      Section 4.11. Article 4 Not to Prevent Events of Default. The failure to
make a Payment of the Debentures by reason of any provision in this Article 4
shall not be construed as preventing the occurrence of an Event of Default under
Section 8.01.

      Section 4.12. No Fiduciary Duty Created to Holders of Senior Indebtedness.
Notwithstanding any other provision in this Article 4, the Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness by virtue
of the provisions of this Article 4 or otherwise. With respect to the holders of
Senior Indebtedness, the Trustee undertakes to perform or to observe only such
of its covenants or obligations as are specifically set forth in this Article 4
and no implied covenants or obligations with respect to holders of Senior
Indebtedness shall be read into this Indenture against the Trustee.

      Section 4.13. Article Applicable to Paying Agent. In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee" as used in this Article 4 shall in
such case (unless the context shall otherwise require) 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 4 in addition to
or in place of the Trustee; provided, however, that Sections 4.06, 4.10 and 4.12
shall not apply to the Company if it acts as Paying Agent.

                                       39
<PAGE>

      Section 4.14. Certain Conversion Deemed Payment. For the purposes of this
Article 4 only, (1) the issuance and delivery of junior securities upon
conversion of Debentures 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 Debentures or on account of the purchase or other
acquisition of Debentures, and (2) the payment, issuance or delivery of cash,
property or securities (other than junior securities) upon conversion of a
Debenture shall be deemed to constitute payment on account of principal of such
Debenture. For the purposes of this Section, the term "junior securities" means
(a) shares of any stock of any class of the Company and (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 Debentures
are so subordinated as provided in this Article. Nothing contained in this
Article or elsewhere in this Indenture or in the Debentures is intended to or
shall impair, as among the Company, its creditors other than holders of Senior
Indebtedness and the holders of the Debentures, the right, which is absolute and
unconditional, of the holder of any Debenture to convert such Debenture in
accordance with Article 4.

      Section 4.15. Contractual Subordination. This Article 4 represents a bona
fide agreement of contractual subordination pursuant to Section 510(b) of Title
11, U.S. Code and may not be amended, modified or restated without the express
written consent of the Senior Agent.

                                    ARTICLE 5
                                   [RESERVED]

                                    ARTICLE 6
                       PARTICULAR COVENANTS OF THE COMPANY

      Section 6.01. Payment of Principal, Premium, if any, and Interest. The
Company covenants and agrees that it will duly and punctually pay or cause to be
paid the principal of (including the redemption price upon redemption or the
repurchase price upon repurchase, in each case pursuant to Article 3), premium,
if any, and Interest, on each of the Debentures at the places, at the respective
times and in the manner provided herein and in the Debentures.

      Section 6.02. Maintenance of Office or Agency. The Company will maintain
an office or agency in the Borough of Manhattan, the City of New York, where the
Debentures may be surrendered for registration of transfer or exchange or for
presentation for payment or for conversion, redemption or repurchase and where
notices and demands to or upon the Company in respect of the Debentures and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency not designated or appointed by the Trustee. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office or the
corporate trust office of the Trustee in the Borough of Manhattan, which office
is located at: The Bank of New York, Attention: Corporate Trust Administration,
101 Barclay Street, Floor 8W, New York, NY 10286.

                                       40
<PAGE>

      The Company may also from time to time designate co-registrars and one or
more offices or agencies where the Debentures may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations. The Company will give prompt written notice of any such
designation or rescission and of any change in the location of any such other
office or agency.

      The Company hereby initially designates the Trustee as paying agent
("PAYING AGENT"), Debenture Registrar, Custodian and conversion agent
("CONVERSION AGENT") and each of the Corporate Trust Office and the office or
agency of the Trustee in the Borough of Manhattan, shall be considered as one
such office or agency of the Company for each of the aforesaid purposes.

      So long as the Trustee is the Debenture Registrar, the Trustee agrees to
mail, or cause to be mailed, the notices set forth in Section 9.10(a) and the
third paragraph of Section 9.11. If co-registrars have been appointed in
accordance with this Section, the Trustee shall mail such notices only to the
Company and the holders of Debentures it can identify from its records.

      Section 6.03. Appointments to Fill Vacancies in Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 9.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

      Section 6.04. Provisions as to Paying Agent. (a) If the Company shall
appoint a paying agent other than the Trustee, or if the Trustee shall appoint
such a paying agent, the Company will cause such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section 6.04:

            (1) that it will hold all sums held by it as such agent for the
      payment of the principal of, premium, if any, or Interest on the
      Debentures (whether such sums have been paid to it by the Company or by
      any other obligor on the Debentures) in trust for the benefit of the
      holders of the Debentures;

            (2) that it will give the Trustee notice of any failure by the
      Company (or by any other obligor on the Debentures) to make any payment of
      the principal of, premium, if any, or Interest on the Debentures when the
      same shall be due and payable; and

            (3) that at any time during the continuance of an Event of Default,
      upon request of the Trustee, it will forthwith pay to the Trustee all sums
      so held in trust.

The Company shall, on or before each due date of the principal of, premium, if
any, or Interest on the Debentures, deposit with the paying agent a sum (in
funds that are immediately available on the due date for such payment)
sufficient to pay such principal, premium or Interest, and (unless such paying
agent is the Trustee) the Company will promptly notify the Trustee of any
failure to take such action; provided that if such deposit is made on the due
date, such deposit shall be received by the paying agent by 10:00 a.m. New York
City time, on such date.

      (b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of, premium, if any, or Interest on the
Debentures, set aside, segregate and hold in trust for the benefit of the
holders of the Debentures a sum sufficient to pay such

                                       41
<PAGE>

principal, premium or Interest so becoming due and will promptly notify the
Trustee of any failure to take such action and of any failure by the Company (or
any other obligor under the Debentures) to make any payment of the principal of,
premium, if any, or Interest on the Debentures when the same shall become due
and payable.

      (c) Anything in this Section 6.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Company or any paying agent hereunder
as required by this Section 6.04, such sums to be held by the Trustee upon the
trusts herein contained and upon such payment by the Company or any paying agent
to the Trustee, the Company or such paying agent shall be released from all
further liability with respect to such sums.

      (d) Anything in this Section 6.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 6.04 is subject to
Sections 15.03 and 15.04.

      The Trustee shall not be responsible for the actions of any other paying
agents (including the Company if acting as its own paying agent) and shall have
no control of any funds held by such other paying agents.

      Section 6.05. Existence. Subject to Article 14, 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 6.06. 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 it shall, during any period in which it is not subject
to Section 13 or 15(d) under the Exchange Act, make available to any holder or
beneficial holder of Debentures or any Common Stock issued upon conversion
thereof that continue to be Restricted Securities in connection with any sale
thereof and to any prospective purchaser of Debentures or such Common Stock
designated by such holder or beneficial holder, the information required
pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any
holder or beneficial holder of the Debentures or such Common Stock and it will
take such further action as any holder or beneficial holder of such Debentures
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 Debentures
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 holder or any beneficial holder of
the Debentures or such Common Stock, the Company will deliver to such holder a
written statement as to whether it has complied with such requirements.

      Section 6.07. 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 that would prohibit or forgive
the Company from paying all or any portion of the principal of, premium, if any,
or Interest on the Debentures as contemplated herein, wherever enacted, now or
at any time hereafter in force, or that 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

                                       42
<PAGE>

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 6.08. Compliance Certificate. The Company shall deliver to the
Trustee, within one hundred twenty (120) days after the end of each fiscal year
of the Company (beginning with the fiscal year ended November 30, 2004), a
certificate signed by either the principal executive officer, principal
financial officer or principal accounting officer of the Company, stating
whether or not to the knowledge of the signer thereof the Company is in default
in the performance and observance of any of the terms, provisions and conditions
of this Indenture (without regard to any period of grace or requirement of
notice provided hereunder) and, if the Company shall be in default, specifying
all such defaults and the nature and the status thereof of which the signer may
have knowledge.

      The Company will deliver to the Trustee, forthwith upon becoming aware of
(i) any default in the performance or observance of any covenant, agreement or
condition contained in this Indenture, or (ii) any Event of Default, an
Officers' Certificate specifying with particularity such default or Event of
Default and further stating what action the Company has taken, is taking or
proposes to take with respect thereto.

      Any notice required to be given under this Section 6.08 shall be delivered
to a Responsible Officer of the Trustee at its Corporate Trust Office.

      Section 6.09. Liquidated Damages Notice. In the event that the Company is
required to pay Liquidated Damages to holders of Debentures pursuant to the
Registration Rights Agreement, the Company will provide written notice
("LIQUIDATED DAMAGES NOTICE") to the Trustee of its obligation to pay Liquidated
Damages no later than fifteen (15) days prior to the proposed payment date for
the Liquidated Damages, and the Liquidated Damages Notice shall set forth the
amount of Liquidated Damages to be paid by the Company on such payment date. The
Trustee shall not at any time be under any duty or responsibility to any holder
of Debentures to determine the Liquidated Damages, or with respect to the
nature, extent or calculation of the amount of Liquidated Damages when made, or
with respect to the method employed in such calculation of the Liquidated
Damages.

                                    ARTICLE 7
                       DEBENTUREHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

      Section 7.01. Debentureholders' Lists. The Company covenants and agrees
that it will furnish or cause to be furnished to the Trustee, semi-annually, not
more than fifteen (15) days after each May 1 and November 1 in each year
beginning with May 1, 2005, and at such other times as the Trustee may request
in writing, within thirty (30) days after receipt by the Company of any such
request (or such lesser time as the Trustee may reasonably request in order to
enable it to timely provide any notice to be provided by it hereunder), a list
in such form as the Trustee may reasonably require of the names and addresses of
the holders of Debentures as of a date not more than fifteen (15) days (or such
other date as the Trustee may reasonably request in order to so provide any such
notices) prior to the time such information is furnished, except that no such

                                       43
<PAGE>

list need be furnished by the Company to the Trustee so long as the Trustee is
acting as the sole Debenture Registrar.

      Section 7.02. Preservation and Disclosure of Lists. (a) The Trustee shall
preserve, in as current a form as is reasonably practicable, all information as
to the names and addresses of the holders of Debentures contained in the most
recent list furnished to it as provided in Section 7.01 or maintained by the
Trustee in its capacity as Debenture Registrar or co-registrar in respect of the
Debentures, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.

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

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

      Section 7.03. Reports by Trustee. (a) Within sixty (60) days after May 15
of each year commencing with the year 2005, the Trustee shall transmit to
holders of Debentures such reports dated as of May 15 of the year in which such
reports are made concerning the Trustee and its actions under this Indenture as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. In the event that no events have occurred
under the applicable sections of the Trust Indenture Act the Trustee shall be
under no duty or obligation to provide such reports.

      (b) A copy of such report shall, at the time of such transmission to
holders of Debentures, be filed by the Trustee with each stock exchange and
automated quotation system upon which the Debentures are listed and with the
Company. The Company will promptly notify the Trustee in writing when the
Debentures are listed on any stock exchange or automated quotation system or
delisted therefrom.

      Section 7.04. Reports by Company. The Company shall file with the Trustee
(and the Commission if at any time after the Indenture becomes qualified under
the Trust Indenture Act), and transmit, or cause the Trustee to transmit, to
holders of Debentures, such information, documents and other reports and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act, whether or not the
Debentures are governed by such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within
fifteen (15) days after the same is so required to be filed with the Commission.
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on an Officers' Certificates).

                                       44
<PAGE>

                                    ARTICLE 8
                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                             ON AN EVENT OF DEFAULT

      Section 8.01. Events of Default. In case one or more of the following
Events of Default (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body) shall have occurred and be
continuing:

            (a) default in the payment of the principal of any of the Debentures
      as and when the same shall become due and payable either at maturity or in
      connection with any redemption, repurchase or by acceleration (whether or
      not prohibited by the provisions described under Article 4 hereof); or

            (b) default in the payment of any installment of Interest upon any
      of the Debentures as and when the same shall become due and payable
      (whether or not prohibited by the provisions described under Article 4
      hereof), and continuance of such default for a period of thirty (30) days;
      or

            (c) default in the Company's obligation to deliver cash, Common
      Stock or other property following the exercise by the holder of the
      Debentures of the right to convert such Debentures pursuant to and in
      accordance with Article 17 and the continuance of such default for a
      period of ten (10) days; or

            (d) default in the Company's obligation to provide a Designated
      Event Notice as provided in Section 3.05; or

            (e) default in the payment of indebtedness for borrowed money, when
      due at stated maturity (and after any applicable grace period) or upon
      acceleration, by the Company or any Significant Subsidiary of the Company,
      where the aggregate principal amount with respect to which the default has
      occurred exceeds $10,000,000 and such indebtedness has not been discharged
      or such acceleration has not been cured or rescinded within a period of
      thirty (30) days after written notice of such failure, requiring the
      Company to remedy the same, shall have been given to the Company by the
      Trustee, or to the Company and the Trustee by the holders of at least 25%
      in aggregate principal amount of the Debentures at the time Outstanding
      determined in accordance with Section 10.04; or

            (f) default in the performance by the Company of any other of the
      covenants or agreements on the part of the Company in the Debentures or in
      this Indenture (other than a covenant or agreement a default in whose
      performance or whose breach is elsewhere in this Section 8.01 specifically
      dealt with) continued for a period of sixty (60) days after the date on
      which written notice of such failure, requiring the Company to remedy the
      same, shall have been given to the Company by the Trustee, or the Company
      and the Trustee by the holders of at least twenty-five percent (25%) in
      aggregate principal

                                       45
<PAGE>

      amount of the Debentures at the time Outstanding determined in accordance
      with Section 10.04; or

            (g) the Company or a Significant Subsidiary shall commence a
      voluntary case or other proceeding seeking liquidation, reorganization or
      other relief with respect to the Company or its debts, or such Significant
      Subsidiary or its debts, under any bankruptcy, insolvency or other similar
      law now or hereafter in effect or seeking the appointment of a trustee,
      receiver, liquidator, custodian or other similar official of the Company
      or such Significant Subsidiary or any substantial part of the property of
      the Company or such Significant Subsidiary, or shall consent to any such
      relief or to the appointment of or taking possession by any such official
      in an involuntary case or other proceeding commenced against the Company
      or such Significant Subsidiary, or shall make a general assignment for the
      benefit of creditors, or shall fail generally to pay its debts as they
      become due; or

            (h) an involuntary case or other proceeding shall be commenced
      against the Company or a Significant Subsidiary seeking liquidation,
      reorganization or other relief with respect to the Company or its debts,
      or such Significant Subsidiary or its debts, under any bankruptcy,
      insolvency or other similar law now or hereafter in effect or seeking the
      appointment of a trustee, receiver, liquidator, custodian or other similar
      official of the Company or such Significant Subsidiary or any substantial
      part of the property of the Company or such Significant Subsidiary (any
      such proceeding or event described in paragraph (g) or this paragraph (h)
      being referred to as a "BANKRUPTCY EVENT"), and such involuntary case or
      other proceeding shall remain undismissed and unstayed for a period of
      sixty (60) consecutive days;

then, and in each and every such case (other than an Event of Default specified
in Section 8.01(g) or 8.01(h)), unless the principal of all of the Debentures
shall have already become due and payable, either the Trustee or the holders of
not less than twenty-five percent (25%) in aggregate principal amount of the
Debentures then Outstanding hereunder determined in accordance with Section
10.04, by notice in writing to the Company (and to the Trustee if given by
Debentureholders), may declare the principal of all the Debentures and the
Interest accrued and unpaid thereon to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Debentures contained to the
contrary notwithstanding. If an Event of Default specified in Section 8.01(g) or
8.01(h) occurs, the principal of all the Debentures and the Interest accrued and
unpaid thereon shall be immediately and automatically due and payable without
necessity of further action. This provision, however, is subject to the
conditions that if, at any time after the principal of the Debentures shall have
been so declared due and payable, and before any judgment or decree for the
payment of the monies due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of Interest upon all Debentures and
the principal of any and all Debentures that shall have become due otherwise
than by acceleration (with interest on overdue installments of Interest (to the
extent that payment of such interest is enforceable under applicable law) and on
such principal at the rate borne by the Debentures, to the date of such payment
or deposit) and amounts due to the Trustee pursuant to Section 9.06, and if any
and all defaults under this Indenture, other than the nonpayment of principal of
and accrued and unpaid

                                       46
<PAGE>

Interest on Debentures that shall have become due by acceleration, shall have
been cured or waived pursuant to Section 8.07, then and in every such case the
holders of a majority in aggregate principal amount of the Debentures then
Outstanding, by written notice to the Company and to the Trustee, may waive all
defaults or Events of Default and rescind and annul such declaration and its
consequences; but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or Event of Default, or shall impair any
right consequent thereon. The Company shall notify in writing a Responsible
Officer of the Trustee, promptly upon becoming aware thereof, of any Event of
Default.

      In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such waiver or rescission and annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company, the holders of Debentures, and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the holders of Debentures, and the Trustee
shall continue as though no such proceeding had been taken.

      Section 8.02. Payments of Debentures on Default; Suit Therefor. The
Company covenants that (a) in case default shall be made in the payment of any
installment of Interest upon any of the Debentures as and when the same shall
become due and payable, and such default shall have continued for a period of
thirty (30) days, or (b) in case default shall be made in the payment of the
principal of any of the Debentures as and when the same shall have become due
and payable, whether at maturity of the Debentures or in connection with any
redemption, repurchase or by acceleration, then, upon demand of the Trustee, the
Company will pay to the Trustee, for the benefit of the holders of the
Debentures, the whole amount that then shall have become due and payable on all
such Debentures for principal, premium, if any, and Interest, as the case may
be, with interest upon the overdue principal and (to the extent that payment of
such interest is enforceable under applicable law) upon the overdue installments
of Interest at the rate borne by the Debentures and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including reasonable compensation to the Trustee, its agents and
counsel, and all other amounts due the Trustee under Section 9.06. Until such
demand by the Trustee, the Company may pay the principal of, premium, if any,
and Interest on the Debentures to the registered holders, whether or not the
Debentures are overdue.

      In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the
Debentures and collect in the manner provided by law out of the property of the
Company or any other obligor on the Debentures wherever situated the monies
adjudged or decreed to be payable.

      In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Debentures under Title
11 of the United States Code, or any other applicable law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Company or such other obligor, the property of the Company or
such other

                                       47
<PAGE>

obligor, or in the case of any other judicial proceedings relative to the
Company or such other obligor upon the Debentures, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Debentures shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 8.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of
principal, premium, if any, and Interest owing and unpaid in respect of the
Debentures, and, in case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee and of the Debentureholders allowed in such
judicial proceedings relative to the Company or any other obligor on the
Debentures, its or their creditors, or its or their property, and to collect and
receive any monies or other property payable or deliverable on any such claims,
and to distribute the same after the deduction of any amounts due the Trustee
under Section 9.06, and to take any other action with respect to such claims,
including participating as a member of any official committee of creditors, as
it reasonably deems necessary or advisable, unless prohibited by law or
applicable regulations, and any receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, custodian or similar official is hereby authorized
by each of the Debentureholders 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 Debentureholders, to pay to the Trustee any amount due it for reasonable
compensation, expenses, advances and disbursements, including counsel fees and
expenses incurred by it up to the date of such distribution. To the extent that
such payment of reasonable compensation, expenses, advances and disbursements
out of the estate 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, monies, securities and other property that the
holders of the Debentures may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

      All rights of action and of asserting claims under this Indenture, or
under any of the Debentures, may be enforced by the Trustee without the
possession of any of the Debentures, or the production thereof at any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the holders of the
Debentures.

      In any proceedings brought by the Trustee (and in any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Debentures, and it shall not be necessary to make any holders of the
Debentures parties to any such proceedings.

      Section 8.03. Application of Monies Collected by Trustee. Any monies
collected by the Trustee pursuant to this Article 8 shall be applied in the
order following, at the date or dates fixed by the Trustee for the distribution
of such monies, upon presentation of the several Debentures, and stamping
thereon the payment, if only partially paid, and upon surrender thereof, if
fully paid:

                                       48
<PAGE>

      FIRST: To the payment of all amounts due the Trustee under Section 9.06;

      SECOND: Subject to the provisions of Article 4, in case the principal of
the Outstanding Debentures shall not have become due and be unpaid, to the
payment of Interest on the Debentures in default in the order of the maturity of
the installments of such Interest, with interest (to the extent that such
interest has been collected by the Trustee) upon the overdue installments of
Interest at the rate borne by the Debentures, such payments to be made ratably
to the Persons entitled thereto;

      THIRD: Subject to the provisions of Article 4, in case the principal and
premium, if any, of the Outstanding Debentures shall have become due, by
declaration or otherwise, and be unpaid, to the payment of the whole amount then
owing and unpaid upon the Debentures for principal, premium, if any, and
Interest, with interest on the overdue principal, premium, if any, and (to the
extent that such interest has been collected by the Trustee) upon overdue
installments of Interest at the rate borne by the Debentures, and in case such
monies shall be insufficient to pay in full the whole amounts so due and unpaid
upon the Debentures, then to the payment of such principal, premium and Interest
without preference or priority of principal or premium over Interest, or of
Interest over principal or premium, or of any installment of Interest over any
other installment of Interest, or of any Debenture over any other Debenture,
ratably to the aggregate of such principal, premium, if any, and accrued and
unpaid Interest; and

      FOURTH: Subject to the provisions of Article 4, to the payment of the
remainder, if any, to the Company or any other Person lawfully entitled thereto.

      Section 8.04. Proceedings by Debentureholder. No holder of any Debenture
shall have any right by virtue of or by reference to any provision of this
Indenture to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Indenture, or for the appointment of a
receiver, trustee, liquidator, custodian or other similar official, or for any
other remedy hereunder, unless such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof, as
hereinbefore provided, and unless also the holders of not less than twenty-five
percent (25%) in aggregate principal amount of the Debentures then Outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable security or indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for sixty (60) days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding and no direction inconsistent with such written request shall have
been given to the Trustee during such sixty day period pursuant to Section 8.07;
it being understood and intended, and being expressly covenanted by the taker
and holder of every Debenture with every other taker and holder and the Trustee,
that no one or more holders of Debentures shall have any right in any manner
whatever by virtue of or by reference to any provision of this Indenture to
affect, disturb or prejudice the rights of any other holder of Debentures, or to
obtain or seek to obtain priority over or preference to any other such holder,
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all holders of
Debentures (except as otherwise provided herein). For the protection and
enforcement of this Section 8.04, each and every Debentureholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

                                       49
<PAGE>

      Notwithstanding any other provision of this Indenture and any provision of
any Debenture, the right of any holder of any Debenture to receive payment of
the principal of (including the redemption price or repurchase price upon
redemption or repurchase pursuant to Article 3), premium, if any, and accrued
and unpaid Interest on such Debenture, on or after the respective due dates
expressed in such Debenture or in the event of redemption or repurchase, or to
institute suit for the enforcement of any such payment on or after such
respective dates against the Company shall not be impaired or affected without
the consent of such holder.

      Anything in this Indenture or the Debentures to the contrary
notwithstanding, the holder of any Debenture, without the consent of either the
Trustee or the holder of any other Debenture, in its own behalf and for its own
benefit, may enforce, and may institute and maintain any proceeding suitable to
enforce, its rights of conversion as provided herein.

      Section 8.05. Proceedings by Trustee. In case of an Event of Default, the
Trustee may, in its discretion, proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as are
necessary to protect and enforce any of such rights, either by suit in equity or
by action at law or by proceeding in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture, or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

      Section 8.06. Remedies Cumulative and Continuing. Except as provided in
Section 2.06, all powers and remedies given by this Article 8 to the Trustee or
to the Debentureholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the holders of the Debentures, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or omission
of the Trustee or of any holder of any of the Debentures to exercise any right
or power accruing upon any default or Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or any acquiescence therein, and, subject to the
provisions of Section 8.04, every power and remedy given by this Article 8 or by
law to the Trustee or to the Debentureholders may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the
Debentureholders.

      Section 8.07. Direction of Proceedings and Waiver of Defaults by Majority
of Debentureholders. The holders of a majority in aggregate principal amount of
the Debentures at the time Outstanding determined in accordance with Section
10.04 shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee; provided that (a) such direction shall not be
in conflict with any rule of law or with this Indenture, (b) the Trustee may
take any other action that is not inconsistent with such direction, (c) the
Trustee may decline to take any action that would benefit some Debentureholder
to the detriment of other Debentureholders and (d) the Trustee may decline to
take any action that would involve the Trustee in personal liability. The
holders of a majority in aggregate principal amount of the Debentures at the
time Outstanding determined in accordance with Section 10.04 may, on behalf of
the holders of all of the Debentures, waive any past default or Event of Default
hereunder and its consequences except (i) a default in the payment of Interest
on, or the principal of, the Debentures, (ii) a failure by the

                                       50
<PAGE>

Company to convert any Debentures into cash and, if applicable, Common Stock,
(iii) a default in the payment of the redemption price pursuant to Article 3,
(iv) a default in the payment of the repurchase price pursuant to Article 3 or
(v) a default in respect of a covenant or provision hereof that under Article 12
cannot be modified or amended without the consent of the holders of each or all
Debentures then Outstanding or affected thereby. Upon any such waiver, the
Company, the Trustee and the holders of the Debentures shall be restored to
their former positions and rights hereunder; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon. Whenever any default or Event of Default hereunder shall
have been waived as permitted by this Section 8.07, said default or Event of
Default shall for all purposes of the Debentures and this Indenture be deemed to
have been cured and to be not continuing; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

      Section 8.08. Notice of Defaults. The Trustee shall, within ninety (90)
days after a Responsible Officer of the Trustee has actual knowledge of the
occurrence of a default, mail to all Debentureholders, as the names and
addresses of such holders appear upon the Debenture Register, notice of all
defaults known to a Responsible Officer, unless such defaults shall have been
cured or waived before the giving of such notice; provided that except in the
case of default in the payment of the principal of, premium, if any, or Interest
on any of the Debentures, the Trustee shall be protected in withholding such
notice if and so long as a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Debentureholders.

      Section 8.09. Undertaking to Pay Costs. All parties to this Indenture
agree, and each holder of any Debenture by his acceptance thereof shall be
deemed to have agreed, that any court may, in its discretion, require, 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, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided that the provisions of this
Section 8.09 (to the extent permitted by law) shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Debentureholder, or
group of Debentureholders, holding in the aggregate more than ten percent (10%)
in principal amount of the Debentures at the time Outstanding determined in
accordance with Section 10.04, or to any suit instituted by any Debentureholder
for the enforcement of the payment of the principal of or Interest on any
Debenture on or after the due date expressed in such Debenture or to any suit
for the enforcement of the right to convert any Debenture in accordance with the
provisions of Article 17.

                                    ARTICLE 9
                                   THE TRUSTEE

      Section 9.01. Duties and Responsibilities of Trustee. The Trustee, prior
to the occurrence of an Event of Default and after the curing of all Events of
Default that may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. In case an Event of
Default has occurred (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the

                                       51
<PAGE>

same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs.

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

            (a) prior to the occurrence of an Event of Default and after the
      curing or waiving of all Events of Default that may have occurred:

                  (i) the duties and obligations of the Trustee shall be
            determined solely by the express provisions of this Indenture and
            the Trust Indenture Act, and the Trustee shall not be liable except
            for the performance of such duties and obligations as are
            specifically set forth in this Indenture and no implied covenants or
            obligations shall be read into this Indenture and the Trust
            Indenture Act against the Trustee; and

                  (ii) in the absence of bad faith and willful misconduct on the
            part of the Trustee, the Trustee may conclusively rely as to the
            truth of the statements and the correctness of the opinions
            expressed therein, upon any certificates or opinions furnished to
            the Trustee and conforming to the requirements of this Indenture;
            but, in the case of any such certificates or opinions that by any
            provisions hereof are specifically required to be furnished to the
            Trustee, the Trustee shall be under a duty to examine the same to
            determine whether or not they conform to the requirements of this
            Indenture;

            (b) the Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer or Officers of the Trustee, unless
      the Trustee was negligent in ascertaining the pertinent facts;

            (c) the Trustee shall not be liable with respect to any action taken
      or omitted to be taken by it in good faith in accordance with the written
      direction of the holders of not less than a majority in principal amount
      of the Debentures at the time Outstanding determined as provided in
      Section 10.04 relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Indenture;

            (d) whether or not therein provided, every provision of this
      Indenture relating to the conduct or affecting the liability of, or
      affording protection to, the Trustee shall be subject to the provisions of
      this Section;

            (e) the Trustee shall not be liable in respect of any payment (as to
      the correctness of amount, entitlement to receive or any other matters
      relating to payment) or notice effected by the Company or any paying agent
      or any records maintained by any co-registrar with respect to the
      Debentures;

            (f) if any party fails to deliver a notice relating to an event the
      fact of which, pursuant to this Indenture, requires notice to be sent to
      the Trustee, the Trustee may

                                       52
<PAGE>

      conclusively rely on its failure to receive such notice as reason to act
      as if no such event occurred; and

            (g) the Trustee shall not be deemed to have knowledge of any Event
      of Default hereunder unless it shall have been notified in writing of such
      Event of Default by the Company or the holders of at least 10% in
      aggregate principal amount of the Debentures.

None of the provisions contained in this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur personal financial liability in
the performance of any of its duties or in the exercise of any of its rights or
powers, if there is reasonable ground for believing that the repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.

      Section 9.02. Reliance on Documents, Opinions, Etc. Except as otherwise
provided in Section 9.01:

            (a) the Trustee may conclusively rely and shall be protected in
      acting upon any resolution, certificate, statement, instrument, opinion,
      report, notice, request, consent, order, bond, debenture, note, coupon or
      other paper or document (whether in its original or facsimile form)
      believed by it in good faith to be genuine and to have been signed or
      presented by the proper party or parties;

            (b) any request, direction, order or demand of the Company mentioned
      herein shall be sufficiently evidenced by an Officers' Certificate (unless
      other evidence in respect thereof be herein specifically prescribed); and
      any resolution of the Board of Directors may be evidenced to the Trustee
      by a copy thereof certified by the Secretary or an Assistant Secretary of
      the Company;

            (c) the Trustee may consult with counsel of its own selection and
      any advice or Opinion of Counsel shall be full and complete authorization
      and protection in respect of any action taken or omitted by it hereunder
      in good faith and in accordance with such advice or Opinion of Counsel;

            (d) the Trustee shall be under no obligation to exercise any of the
      rights or powers vested in it by this Indenture at the request, order or
      direction of any of the Debentureholders pursuant to the provisions of
      this Indenture, unless such Debentureholders shall have offered to the
      Trustee reasonable security or indemnity satisfactory to it against the
      costs, expenses and liabilities that may be incurred therein or thereby;

            (e) 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 or other paper or document, but the Trustee 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;

                                       53
<PAGE>

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

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

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

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

            (j) any permissive right or authority granted to the Trustee shall
      not be construed as a mandatory duty.

      Section 9.03. No Responsibility for Recitals, Etc. The recitals contained
herein and in the Debentures (except in the Trustee's certificate of
authentication) shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Debentures. The Trustee shall not be accountable for the use or application by
the Company of any Debentures or the proceeds of any Debentures authenticated
and delivered by the Trustee in conformity with the provisions of this
Indenture.

      Section 9.04. Trustee, Paying Agents, Conversion Agents or Registrar May
Own Debentures. The Trustee, any paying agent, any conversion agent or Debenture
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Debentures with the same rights it would have if it were not Trustee,
paying agent, conversion agent or Debenture Registrar.

      Section 9.05. Monies to Be Held in Trust. Subject to the provisions of
Section 15.04, all monies received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received. Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
may be agreed in writing from time to time by the Company and the Trustee.

      Section 9.06. Compensation and Expenses of Trustee. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation for all services rendered by it hereunder in any
capacity (which shall not be

                                       54
<PAGE>

limited by any provision of law in regard to the compensation of a trustee of an
express trust) as mutually agreed to from time to time in writing between the
Company and the Trustee, and the Company will pay or reimburse the Trustee upon
its request for all reasonable expenses, disbursements and advances reasonably
incurred or made by the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all Persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence, willful misconduct, recklessness or bad faith. The Company also
covenants to indemnify the Trustee and any predecessor Trustee (or any officer,
director or employee of the Trustee), in any capacity under this Indenture and
its agents and any authenticating agent for, and to hold them harmless against,
any and all loss, liability, damage, claim or expense including taxes (other
than franchise taxes and taxes based on the income of the Trustee) incurred
without negligence, willful misconduct, recklessness or bad faith on the part of
the Trustee or such officers, directors, employees and agent or authenticating
agent, as the case may be, and arising out of or in connection with the
acceptance or administration of this trust or in any other capacity hereunder,
including the costs and expenses of defending themselves against any claim
(whether asserted by the Company, any holder or any other Person) of liability
in connection with the exercise or performance of any of its or their powers or
duties hereunder. If the Company fails to compensate or indemnify the Trustee
and to pay or reimburse the Trustee for expenses, disbursements and advances
under this Section 9.06, the Trustee's claim shall be secured by a lien prior to
that of the Debentures upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the holders of
particular Debentures. The obligation of the Company under this Section shall
survive the satisfaction and discharge of this Indenture.

      When the Trustee and its agents and any authenticating agent incur
expenses or render services after an Event of Default specified in Section
8.01(g) or Section 8.01(h) with respect to the Company occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency or similar laws.

      Section 9.07. Officers' Certificate as Evidence. Except as otherwise
provided in Section 9.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of bad faith or willful misconduct on the part
of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee.

      Section 9.08. Conflicting Interests of Trustee. If the Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture.

      Section 9.09. Eligibility of Trustee. There shall at all times be a
Trustee hereunder that shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000 (or if such Person is a member of a bank holding company system, its
bank holding company shall have a combined capital and surplus of at least
$50,000,000). If such Person publishes reports of condition at least annually,
pursuant to

                                       55
<PAGE>

law or to the requirements of any supervising or examining authority, then for
the purposes of this Section the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section 9.09, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.

      Section 9.10. Resignation or Removal of Trustee. (a) The Trustee may at
any time resign by giving written notice of such resignation to the Company and
to the holders of Debentures. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment sixty (60) days after the mailing of such notice of
resignation to the Debentureholders, the resigning Trustee may, upon ten (10)
Business Days' notice to the Company and the Debentureholders, appoint a
successor identified in such notice or may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
trustee, or, any Debentureholder who has been a bona fide holder of a Debenture
or Debentures for at least six (6) months may, subject to the provisions of
Section 8.09, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

      (b) In case at any time any of the following shall occur:

            (i) the Trustee shall fail to comply with Section 9.08 after written
      request therefor by the Company or by any Debentureholder who has been a
      bona fide holder of a Debenture or Debentures for at least six (6) months;
      or

            (ii) the Trustee shall cease to be eligible in accordance with the
      provisions of Section 9.09 and shall fail to resign after written request
      therefor by the Company or by any such Debentureholder; or

            (iii) the Trustee shall become incapable of acting, or shall be
      adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
      property shall be appointed, or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation;

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 8.09, any Debentureholder who has been a bona fide holder
of a Debenture or Debentures for at least six (6) months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee; provided that if no successor Trustee shall have been appointed and
have accepted appointment sixty (60) days after either the Company or the
Debentureholders has removed the Trustee, or the Trustee resigns, the Trustee so
removed may petition, at the expense of the Company, any court of competent
jurisdiction for an appointment

                                       56
<PAGE>

of a successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

      (c) The holders of a majority in aggregate principal amount of the
Debentures at the time Outstanding may at any time remove the Trustee and
nominate a successor trustee that shall be deemed appointed as successor trustee
unless, within ten (10) days after notice to the Company of such nomination, the
Company objects thereto, in which case the Trustee so removed or any
Debentureholder, or if such Trustee so removed or any Debentureholder fails to
act, the Company, upon the terms and conditions and otherwise as in Section
9.10(a) provided, may petition any court of competent jurisdiction for an
appointment of a successor trustee.

      (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 9.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 9.11.

      (e) Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 9.06 shall continue for the
benefit of the retiring Trustee.

      Section 9.11. Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 9.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amount then due it pursuant to the provisions of Section
9.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property and funds held or collected by
such trustee as such, except for funds held in trust for the benefit of holders
of particular Debentures, to secure any amounts then due it pursuant to the
provisions of Section 9.06.

      No successor trustee shall accept appointment as provided in this Section
9.11 unless, at the time of such acceptance, such successor trustee shall be
qualified under the provisions of Section 9.08 and be eligible under the
provisions of Section 9.09.

      Upon acceptance of appointment by a successor trustee as provided in this
Section 9.11, the Company (or the former trustee, at the written direction of
the Company) shall mail or cause to be mailed notice of the succession of such
trustee hereunder to the holders of Debentures at their addresses as they shall
appear on the Debenture Register. If the Company fails to mail such notice
within ten (10) days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be mailed at the expense of the
Company.

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<PAGE>

      Section 9.12. Succession by Merger. Any corporation into which the Trustee
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee (including any trust created
by this Indenture), shall be the successor to the Trustee hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that in the case of any corporation succeeding to all
or substantially all of the corporate trust business of the Trustee, such
corporation shall be qualified under the provisions of Section 9.08 and eligible
under the provisions of Section 9.09.

      In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture, any of the Debentures shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor trustee or authenticating agent
appointed by such predecessor trustee, and deliver such Debentures so
authenticated; and in case at that time any of the Debentures shall not have
been authenticated, any successor to the Trustee or any authenticating agent
appointed by such successor trustee may authenticate such Debentures in the name
of the successor trustee; and in all such cases such certificates shall have the
full force that is provided in the Debentures or in this Indenture; provided
that the right to adopt the certificate of authentication of any predecessor
Trustee or authenticate Debentures in the name of any predecessor Trustee shall
apply only to its successor or successors by merger, conversion or
consolidation.

      Section 9.13. Preferential Collection of Claims. If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the
Debentures), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of the claims against the Company (or any
such other obligor).

                                   ARTICLE 10
                              THE DEBENTUREHOLDERS

      Section 10.01. Action by Debentureholders. Whenever in this Indenture it
is provided that the holders of a specified percentage in aggregate principal
amount of the Debentures may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking of any
other action), the fact that at the time of taking any such action, the holders
of such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by
Debentureholders in person or by agent or proxy appointed in writing, or (b) by
the record of the holders of Debentures voting in favor thereof at any meeting
of Debentureholders duly called and held in accordance with the provisions of
Article 11, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of Debentureholders. Whenever the Company or the
Trustee solicits the taking of any action by the holders of the Debentures, the
Company or the Trustee may fix in advance of such solicitation, a date as the
record date for determining holders entitled to take such action. The record
date shall be not more than fifteen (15) days prior to the date of commencement
of solicitation of such action.

      Section 10.02. Proof of Execution by Debentureholders. Subject to the
provisions of Sections 9.01, 9.02 and 11.05, proof of the execution of any
instrument by a Debentureholder or

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<PAGE>

its agent or proxy shall be sufficient if made in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee. The holding of Debentures shall
be proved by the registry of such Debentures or by a certificate of the
Debenture Registrar.

      The record of any Debentureholders' meeting shall be proved in the manner
provided in Section 11.06.

      Section 10.03. Who Are Deemed Absolute Owners. The Company, the Trustee,
any paying agent, any conversion agent and any Debenture Registrar may deem the
Person in whose name such Debenture shall be registered upon the Debenture
Register to be, and may treat it as, the absolute owner of such Debenture
(whether or not such Debenture shall be overdue and notwithstanding any notation
of ownership or other writing thereon made by any Person other than the Company
or any Debenture Registrar) for the purpose of receiving payment of or on
account of the principal of, premium, if any, and Interest on such Debenture,
for conversion of such Debenture and for all other purposes; and neither the
Company nor the Trustee nor any paying agent nor any conversion agent nor any
Debenture Registrar shall be affected by any notice to the contrary. All such
payments so made to any holder for the time being, or upon his order, shall be
valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for monies payable upon any such Debenture. Section
10.04. Company-owned Debentures Disregarded. In determining whether the holders
of the requisite aggregate principal amount of Debentures have concurred in any
direction, consent, waiver or other action under this Indenture, Debentures that
are owned by the Company or any other obligor on the Debentures or any Affiliate
of the Company or any other obligor on the Debentures shall be disregarded and
deemed not to be Outstanding for the purpose of any such determination; provided
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, consent, waiver or other action, only Debentures
that a Responsible Officer knows are so owned shall be so disregarded.
Debentures so owned that have been pledged in good faith may be regarded as
Outstanding for the purposes of this Section 10.04 if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right to vote such
Debentures and that the pledgee is not the Company, any other obligor on the
Debentures or any Affiliate of the Company or any such other obligor. In the
case of a dispute as to such right, any decision by the Trustee taken upon the
advice of counsel shall be full protection to the Trustee. Upon request of the
Trustee, the Company shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Debentures, if any, known by the Company
to be owned or held by or for the account of any of the above described Persons,
and, subject to Section 9.01, the Trustee shall be entitled to accept such
Officers' Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Debentures not listed therein are Outstanding for the
purpose of any such determination.

      Section 10.05. Revocation of Consents, Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
10.01, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Debentures specified in this Indenture in connection
with such action, any holder of a Debenture that is shown by the evidence to be
included in the Debentures the holders of which have consented to such action
may, by filing written notice with the Trustee at its Corporate Trust Office and
upon proof of

                                       59
<PAGE>

holding as provided in Section 10.02, revoke such action so far as concerns such
Debenture. Except as aforesaid, any such action taken by the holder of any
Debenture shall be conclusive and binding upon such holder and upon all future
holders and owners of such Debenture and of any Debentures issued in exchange or
substitution therefor, irrespective of whether any notation in regard thereto is
made upon such Debenture or any Debenture issued in exchange or substitution
therefor.

                                   ARTICLE 11
                          MEETINGS OF DEBENTUREHOLDERS

      Section 11.01. Purpose of Meetings. A meeting of Debentureholders may be
called at any time and from time to time pursuant to the provisions of this
Article 11 for any of the following purposes:

            (1) to give any notice to the Company or to the Trustee or to give
      any directions to the Trustee permitted under this Indenture, or to
      consent to the waiving of any default or Event of Default hereunder and
      its consequences, or to take any other action authorized to be taken by
      Debentureholders pursuant to any of the provisions of Article 8;

            (2) to remove the Trustee and nominate a successor trustee pursuant
      to the provisions of Article 9;

            (3) to consent to the execution of an indenture or indentures
      supplemental hereto pursuant to the provisions of Section 12.02; or

            (4) to take any other action authorized to be taken by or on behalf
      of the holders of any specified aggregate principal amount of the
      Debentures under any other provision of this Indenture or under applicable
      law.

      Section 11.02. Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Debentureholders to take any action specified in Section
11.01, to be held at such time and at such place as the Trustee shall determine.
Notice of every meeting of the Debentureholders, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting and the establishment of any record date pursuant to Section 10.01,
shall be mailed to holders of Debentures at their addresses as they shall appear
on the Debenture Register. Such notice shall also be mailed to the Company. Such
notices shall be mailed not less than twenty (20) nor more than ninety (90) days
prior to the date fixed for the meeting.

      Any meeting of Debentureholders shall be valid without notice if the
holders of all Debentures then Outstanding are present in person or by proxy or
if notice is waived before or after the meeting by the holders of all Debentures
Outstanding, and if the Company and the Trustee are either present by duly
authorized representatives or have, before or after the meeting, waived notice.

      Section 11.03. Call of Meetings by Company or Debentureholders. In case at
any time the Company, pursuant to a resolution of its Board of Directors, or the
holders of at least ten percent (10%) in aggregate principal amount of the
Debentures then Outstanding, shall have

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<PAGE>

requested the Trustee to call a meeting of Debentureholders, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within
twenty (20) days after receipt of such request, then the Company or such
Debentureholders may determine the time and the place for such meeting and may
call such meeting to take any action authorized in Section 11.01, by mailing
notice thereof as provided in Section 11.02.

      Section 11.04. Qualifications for Voting. To be entitled to vote at any
meeting of Debentureholders a person shall (a) be a holder of one or more
Debentures on the record date pertaining to such meeting or (b) be a person
appointed by an instrument in writing as proxy by a holder of one or more
Debentures on the record date pertaining to such meeting. The only persons who
shall be entitled to be present or to speak at any meeting of Debentureholders
shall be the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

      Section 11.05. Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Debentureholders, in regard to proof of the holding
of Debentures and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

      The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Debentureholders as provided in Section 11.03, in which case the
Company or the Debentureholders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the holders of a
majority in principal amount of the Debentures represented at the meeting and
entitled to vote at the meeting.

      Subject to the provisions of Section 10.04, at any meeting each
Debentureholder or proxyholder shall be entitled to one vote for each $1,000
principal amount of Debentures held or represented by him; provided that no vote
shall be cast or counted at any meeting in respect of any Debenture challenged
as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of Debentures held by him or instruments in writing as aforesaid duly
designating him as the proxy to vote on behalf of other Debentureholders. Any
meeting of Debentureholders duly called pursuant to the provisions of Section
11.02 or 11.03 may be adjourned from time to time by the holders of a majority
of the aggregate principal amount of Debentures represented at the meeting,
whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

      Section 11.06. Voting. The vote upon any resolution submitted to any
meeting of Debentureholders shall be by written ballot on which shall be
subscribed the signatures of the holders of Debentures or of their
representatives by proxy and the Outstanding principal amount of the Debentures
held or represented by them. The permanent chairman of the meeting shall appoint
two inspectors of votes who shall count all votes cast at the meeting for or
against any

                                       61
<PAGE>

resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A record
in duplicate of the proceedings of each meeting of Debentureholders shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 11.02. The record shall show the
principal amount of the Debentures voting in favor of or against any resolution.
The record shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one of the duplicates shall be
delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.

      Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

      Section 11.07. No Delay of Rights by Meeting. Nothing contained in this
Article 11 shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Debentureholders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the
Debentureholders under any of the provisions of this Indenture or of the
Debentures.

                                   ARTICLE 12
                             SUPPLEMENTAL INDENTURES

      Section 12.01. Supplemental Indentures Without Consent of
Debentureholders. The Company, when authorized by the resolutions of the Board
of Directors, and the Trustee may, from time to time, and at any time enter into
an indenture or indentures supplemental hereto for one or more of the following
purposes:

            (a) make provision with respect to the conversion rights of the
      holders of Debentures pursuant to the requirements of Section 17.06;

            (b) subject to Article 4, to convey, transfer, assign, mortgage or
      pledge to the Trustee as security for the Debentures, any property, assets
      or securities;

            (c) to evidence the succession of another Person to the Company, or
      successive successions, and the assumption by the successor Person of the
      covenants, agreements and obligations of the Company pursuant to Article
      14;

            (d) to add to the covenants of the Company such further covenants,
      restrictions or conditions as the Board of Directors and the Trustee shall
      consider to be for the benefit of the holders of Debentures, and to make
      the occurrence, or the occurrence and continuance, of a default in any
      such additional covenants, restrictions or conditions a default or an
      Event of Default permitting the enforcement of all or any of the several
      remedies provided in this Indenture as herein set forth; provided that in
      respect of any such additional covenant, restriction or condition, such
      supplemental indenture may provide for a particular period of grace after
      default (which period may be shorter or

                                       62
<PAGE>

      longer than that allowed in the case of other defaults) or may provide for
      an immediate enforcement upon such default or may limit the remedies
      available to the Trustee upon such default;

            (e) to provide for the issuance under this Indenture of Debentures
      in coupon form (including Debentures registrable as to principal only) and
      to provide for exchangeability of such Debentures with the Debentures
      issued hereunder in fully registered form and to make all appropriate
      changes for such purpose;

            (f) to cure any ambiguity or omission or to correct or supplement
      any provision contained herein or in any supplemental indenture that may
      be defective or inconsistent with any other provision contained herein or
      in any supplemental indenture, or to make such other provisions in regard
      to matters or questions arising under this Indenture that shall not
      materially adversely affect the interests of the holders of the
      Debentures;

            (g) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Debentures;

            (h) to modify, eliminate or add to the provisions of this Indenture
      to such extent as shall be necessary to comply with the requirements of
      the Commission or to effect or maintain the qualifications of this
      Indenture under the Trust Indenture Act, or under any similar federal
      statute hereafter enacted;

            (i) make other changes to the Indenture or forms or terms of the
      Debentures, provided no such change individually or in the aggregate with
      all other such changes has or will have a material adverse effect on the
      interests of the Debentureholders; or

            (j) conform any provision of the Indenture to the "Description of
      the Debentures" section of the Issue Date Offering Memorandum.

      Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any supplemental indenture, the Trustee
is hereby authorized to join with the Company in the execution of any such
supplemental indenture, to make any further appropriate agreements and
stipulations that may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any supplemental indenture
that affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.

      Any supplemental indenture authorized by the provisions of this Section
12.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Debentures at the time Outstanding, notwithstanding any of
the provisions of Section 12.02.

      Notwithstanding any other provision of the Indenture or the Debentures,
the Registration Rights Agreement and the obligation to pay Liquidated Damages
thereunder may be amended, modified or waived only in accordance with the
provisions of the Registration Rights Agreement.

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<PAGE>

      Section 12.02. Supplemental Indenture with Consent of Debentureholders.
With the consent (evidenced as provided in Article 10) of the holders of at
least a majority in aggregate principal amount of the Debentures at the time
Outstanding, the Company, when authorized by the resolutions of the Board of
Directors, and the Trustee may, from time to time and at any time, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or any supplemental indenture or of modifying in any manner the
rights of the holders of the Debentures; provided that no such supplemental
indenture shall (i) extend the fixed maturity of any Debenture, reduce the rate
or extend the time of payment of Interest thereon, reduce the principal amount
thereof, reduce any amount payable upon redemption or repurchase thereof, impair
the right of any Debenture holder to institute suit for the payment thereof,
make the principal thereof, premium, if any, or Interest thereon payable in any
coin or currency other than that provided in the Debentures, change the
obligation of the Company to redeem any Debenture on a redemption date in a
manner adverse to the holders of the Debentures, change the obligation of the
Company to repurchase any Debenture upon the happening of a Designated Event in
a manner adverse to the holders of the Debentures, change the obligation of the
Company to repurchase any Debenture on a Repurchase Date in a manner adverse to
the holders of the Debentures, impair the right to convert the Debentures
subject to the terms set forth in the Indenture, including Section 17.06
thereof, reduce the number of shares of Common Stock or amount of other property
receivable upon conversion of the Debentures, modify the subordination
provisions of this Indenture (including the definition of Senior Indebtedness)
in a material respect in a manner adverse to the holder of Debentures without
the consent of the holder of each Debenture so affected, modify any of the
provisions of Section 12.02 or Section 8.07 thereof (except to increase any such
percentage or to provide that certain other provisions of the Indenture cannot
be modified or waived without the consent of the holder of each Debenture so
affected), or reduce the quorum or voting requirements set forth in Article 11
or (ii) reduce the aforesaid percentage of Debentures, the holders of which are
required to consent to any such supplemental indenture, without the consent of
the holders of all Debentures then Outstanding.

      Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of Debentureholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

      It shall not be necessary for the consent of the Debentureholders under
this Section 12.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

      Section 12.03. Effect of Supplemental Indenture. Any supplemental
indenture executed pursuant to the provisions of this Article 12 shall comply
with the Trust Indenture Act, as then in effect, provided that this Section
12.03 shall not require such supplemental indenture or the Trustee to be
qualified under the Trust Indenture Act prior to the time such qualification is
in fact required under the terms of the Trust Indenture Act or the Indenture has
been qualified under the

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<PAGE>

Trust Indenture Act, nor shall it constitute any admission or acknowledgment by
any party to such supplemental indenture that any such qualification is required
prior to the time such qualification is in fact required under the terms of the
Trust Indenture Act or the Indenture has been qualified under the Trust
Indenture Act. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article 12, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitation of rights, obligations, duties and immunities under this Indenture of
the Trustee, the Company and the holders of Debentures shall thereafter be
determined, exercised and enforced hereunder, subject in all respects to such
modifications and amendments and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

      Section 12.04. Notation on Debentures. Debentures authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article 12 may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Debentures so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may,
at the Company's expense, be prepared and executed by the Company, authenticated
by the Trustee (or an authenticating agent duly appointed by the Trustee
pursuant to Section 19.10) and delivered in exchange for the Debentures then
Outstanding, upon surrender of such Debentures then Outstanding.

      Section 12.05. Evidence of Compliance of Supplemental Indenture to Be
Furnished to Trustee. Prior to entering into any supplemental indenture, the
Trustee shall be provided with an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of this Article 12 and is otherwise
authorized or permitted by this Indenture.

                                   ARTICLE 13
                                   [RESERVED]

                                   ARTICLE 14
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

      Section 14.01. Company May Consolidate on Certain Terms. Subject to the
provisions of Section 14.02, the Company shall not consolidate or merge with or
into any other Person or Persons (whether or not affiliated with the Company),
nor shall the Company or its successor or successors be a party or parties to
successive consolidations or mergers, nor shall the Company sell, convey,
transfer or lease all or substantially all the property and assets of the
Company, to any other Person (whether or not affiliated with the Company),
unless: (i) the Company is the surviving Person, or the resulting, surviving or
transferee Person is organized and existing under the laws of the United States
of America, any state thereof or the District of Columbia; (ii) upon any such
consolidation, merger, sale, conveyance, transfer or lease, the payment of the
principal of, premium, if any, and Interest on all of the Debentures pursuant to
their terms, and the performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company pursuant to the
terms set forth herein, shall be expressly assumed, by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee

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<PAGE>

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 that shall have
acquired or leased such property, and such supplemental indenture shall provide
for the applicable conversion rights set forth in Section 17.06; and (iii)
immediately after giving effect to the transaction described above, no Event of
Default, and no event that, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing.

      Section 14.02. Successor to be Substituted. In case of any such
consolidation, merger, sale, conveyance, transfer or lease and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the payment
of the principal of, premium, if any, and Interest on all of the Debentures
pursuant to their terms and the performance of all of the covenants and
conditions of this Indenture to be performed by the Company pursuant to the
terms set forth herein, such successor Person shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein
as the party of this first part. Such successor Person thereupon may cause to be
signed, and may issue either in its own name or in the name of GenCorp Inc. any
or all of the Debentures, issuable hereunder that theretofore shall not have
been signed by the Company and delivered to the Trustee; and, upon the order of
such successor Person instead of the Company and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver, or cause to be authenticated and delivered, any
Debentures that previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication, and any Debentures that such
successor Person thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Debentures so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Debentures
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Debentures had been issued at the date of the execution
hereof. In the event of any such consolidation, merger, sale, conveyance,
transfer or lease, the Person named as the "Company" in the first paragraph of
this Indenture or any successor that shall thereafter have become such in the
manner prescribed in this Article 14 may be dissolved, wound up and liquidated
at any time thereafter and such Person shall be released from its liabilities as
obligor and maker of the Debentures and from its obligations under this
Indenture.

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

      Section 14.03. Opinion of Counsel to Be Given Trustee. The Trustee shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or
lease and any such assumption complies with the provisions of this Article 14.

                                   ARTICLE 15
                     SATISFACTION AND DISCHARGE OF INDENTURE

      Section 15.01. Discharge of Indenture. When (a) the Company shall deliver
to the Trustee for cancellation all Debentures theretofore authenticated (other
than any Debentures that have been destroyed, lost or stolen and in lieu of or
in substitution for which other Debentures

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<PAGE>

shall have been authenticated and delivered) and not theretofore canceled, or
(b) all the Debentures not theretofore canceled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust, funds
sufficient to pay at maturity or upon redemption of all of the Debentures (other
than any Debentures that shall have been mutilated, destroyed, lost or stolen
and in lieu of or in substitution for which other Debentures shall have been
authenticated and delivered) not theretofore canceled or delivered to the
Trustee for cancellation, including principal, premium, if any, and Interest due
or to become due to such date of maturity or redemption date, as the case may
be, accompanied by a verification report, as to the sufficiency of the deposited
amount, from an independent certified accountant or other financial professional
satisfactory to the Trustee, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then this Indenture shall
cease to be of further effect (except as to (i) remaining rights of registration
of transfer, substitution and exchange and conversion of Debentures, (ii) rights
hereunder of Debentureholders to receive payments of principal, premium, if any,
and Interest on, the Debentures and the other rights, duties and obligations of
Debentureholders, as beneficiaries hereof with respect to the amounts, if any,
so deposited with the Trustee and (iii) the rights, obligations and immunities
of the Trustee hereunder), and the Trustee, on written demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel as required by
Section 9.02 and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture; the
Company, however, hereby agrees to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Debentures.

      Section 15.02. Deposited Monies to Be Held in Trust by Trustee. Subject to
Section 15.04 and the subordination provisions in Article 4, all monies
deposited with the Trustee pursuant to Section 15.01, shall be held in trust for
the sole benefit of the Debentureholders, and such monies shall be applied by
the Trustee to the payment, either directly or through any paying agent
(including the Company if acting as its own paying agent), to the holders of the
particular Debentures for the payment or redemption of which such monies have
been deposited with the Trustee, of all sums due and to become due thereon for
principal, premium, if any, and Interest.

      Section 15.03. Paying Agent to Repay Monies Held. Upon the satisfaction
and discharge of this Indenture, all monies then held by any paying agent of the
Debentures (other than the Trustee) shall, upon written request of the Company,
be repaid to it or paid to the Trustee, and thereupon such paying agent shall be
released from all further liability with respect to such monies.

      Section 15.04. Return of Unclaimed Monies. Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal, premium, if any, or Interest on Debentures and not applied but
remaining unclaimed by the holders of Debentures for two years after the date
upon which the principal of, premium, if any, or Interest on such Debentures, as
the case may be, shall have become due and payable, shall be repaid to the
Company by the Trustee on demand and all liability of the Trustee shall
thereupon cease with

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<PAGE>

respect to such monies; and the holder of any of the Debentures shall thereafter
look only to the Company for any payment that such holder may be entitled to
collect unless an applicable abandoned property law designates another Person.

      Section 15.05. Reinstatement. If the Trustee or the paying agent is unable
to apply any money in accordance with Section 15.02 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Debentures shall be revived and reinstated as though no
deposit had occurred pursuant to Section 15.01 until such time as the Trustee or
the paying agent is permitted to apply all such money in accordance with Section
15.02; provided that if the Company makes any payment of Interest on, premium,
if any, or principal of any Debenture following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the holders of
such Debentures to receive such payment from the money held by the Trustee or
paying agent.

                                   ARTICLE 16
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

      Section 16.01. Indenture and Debentures Solely Corporate Obligations. No
recourse for the payment of the principal of, premium, if any, or Interest on
any Debenture, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in this Indenture or in any supplemental indenture or in any Debenture,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, employee, agent, officer, director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Debentures.

                                   ARTICLE 17
                            CONVERSION OF DEBENTURES

      Section 17.01. Right to Convert. (a) Subject to and in accordance with the
provisions of this Indenture, prior to the close of business on the Business Day
prior to November 15, 2024, the holder of any Debenture shall have the right, at
such holder's option, to convert the principal amount of the Debenture, or any
portion of such principal amount that is a multiple of $1,000, into cash and, if
applicable, fully paid and non-assessable shares of Common Stock (as such shares
shall then be constituted) in accordance with Section 17.13 at the Conversion
Rate in effect at such time, by surrender of the Debenture so to be converted in
whole or in part, together with any required funds, under the circumstances
described in this Section 17.01 and in the manner provided in Section 17.02. The
initial Conversion Rate per $1,000 principal amount of the Debentures shall be
subject to adjustment as provided in this Article 17. Notwithstanding the
foregoing, if on any Conversion Date, the Company is required to pay Liquidated
Damages pursuant to the Registration Rights Agreement, the Conversion Rate on
such date shall be

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<PAGE>

multiplied by 1.03. The Debentures shall be convertible only upon the occurrence
of one of the following events:

            (i) during any Fiscal Quarter (but only during such Fiscal Quarter)
      commencing after November 30, 2004, if the Closing Sale Price of the
      Common Stock exceeds 130% of the Conversion Price then in effect for at
      least twenty (20) Trading Days in the thirty (30) consecutive Trading Day
      period ending on the last Trading Day of the immediately preceding Fiscal
      Quarter (it being understood for purposes of this Section 17.01(a)(i) that
      the Conversion Price in effect at the close of business on each of the
      thirty (30) consecutive Trading Days should be used);

            (ii) during the five Business Day period immediately following any
      five consecutive Trading Day period (the "MEASUREMENT PERIOD") in which
      the Trading Price per $1,000 principal amount of the Debentures for each
      day of the Measurement Period was less than 95% of the product of the
      Closing Sale Price of the Common Stock and the Conversion Rate then in
      effect (as determined following the provision by a Debentureholder of
      reasonable evidence that such condition has occurred in accordance with
      the procedures described below); provided, however, that the Debentures
      shall not be convertible pursuant to this clause (ii) if on any Trading
      Day during the Measurement Period the Closing Sale Price of the Common
      Stock was between 100% and 130% of the then-current Conversion Price;

            (iii) if the Debentures have been called for redemption (and only
      those Debentures that have been called for redemption), at any time on or
      after the date the notice of redemption has been given until the close of
      business on the Business Day immediately preceding the redemption date;

            (iv) during the period from 9:00 a.m., New York City time, on the
      date the Company gives Advance Notice of a Designated Event to the close
      of business on the tenth Trading Day from and including the date the
      Company gives notice (the "EFFECTIVE DATE NOTICE") that such Designated
      Event has become effective or publicly announces that such Designated
      Event will not take place; or

            (v) as provided in Section 17.01(b).

      The Company (or other conversion agent appointed by the Company) shall
determine on a daily basis during the time period specified in Section
17.01(a)(i) whether the Debentures shall be convertible as a result of the
occurrence of an event specified in clause (i) above. Whenever the Debentures
shall become convertible pursuant to this Section 17.01, the Company or, at the
Company's request, the Trustee in the name and at the expense of the Company,
shall notify the holders of the event triggering such convertibility in the
manner provided in Section 19.03, and the Company shall also publicly announce
such information and publish such information on the Company's web site or
through such other public medium as the Company shall use at such time. Any
notice so given shall be conclusively presumed to have been duly given, whether
or not the holder receives such notice.

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<PAGE>

      The Trustee (or other conversion agent appointed by the Company) shall
have no obligation to determine the Trading Price under Section 17.01(a)(ii)
unless the Company has requested such a determination, and the Company shall
have no obligation to make such request unless a holder provides it with
reasonable evidence that the Trading Price per $1,000 principal amount of
Debentures would be less than 95% of the product of the Closing Sale Price of
the Common Stock and the Conversion Rate then in effect. If such evidence is
provided, the Company shall instruct the Trustee (or other conversion agent) to
determine the Trading Price of the Debentures at the expense of the Company
beginning on the next Trading Day and on each successive Trading Day until the
Trading Price per $1,000 principal amount of Debentures is greater than or equal
to 95% of the product of the Closing Sale Price of the Common Stock and the
Conversion Rate then in effect; provided that the Trustee shall be under no duty
or obligation to make the calculations described in Section 17.01(a)(ii) hereof
or to determine whether the Debentures are convertible pursuant to such section.
For the avoidance of doubt, the Company shall make the calculations described in
Section 17.01(a)(ii) using the Trading Price provided by the Trustee.

      The Trustee shall be entitled at its sole discretion to consult with the
Company and to request the assistance of the Company in connection with the
Trustee's duties and obligations pursuant to Section 17.01(a)(ii) hereof
(including without limitation the determination of the Conversion Rate, the
Closing Sale Prices of the Common Stock and the Trading Price), and the Company
agrees, if requested by the Trustee, to cooperate with, and provide assistance
to, the Trustee in carrying out its duties under this Section 17.01; provided,
however, that nothing herein shall be construed to relieve the Trustee of its
duties pursuant to Section 17.01(a) hereof.

      (b) In addition, if:

            (i) (A) the Company distributes to all holders of the Common Stock
      rights, warrants or options entitling them (for a period expiring within
      sixty (60) days of the record date for the determination of the
      stockholders entitled to receive such distribution) to subscribe for or
      purchase shares of Common Stock, at a price per share less than the
      average of the Closing Sale Prices of the Common Stock for the ten (10)
      Trading Days immediately preceding, but not including, the declaration
      date for such distribution, or (B) the Company distributes to all holders
      of the Common Stock, assets, debt securities or rights to purchase its
      securities (other than the rights, warrants or options referred to in
      clause (A) above), where the Fair Market Value of such distribution per
      share of Common Stock exceeds 10% of the Closing Sale Price of the Common
      Stock on the Trading Day immediately preceding the declaration date for
      such distribution, then, in either case, the Debentures may be surrendered
      for conversion at any time on and after the date that the Company gives
      notice to the holders of Debentures of such distribution, which shall be
      not less than twenty (20) days prior to the Ex-Dividend Time for such
      distribution, until the earlier of the close of business on the Business
      Day immediately preceding, but not including, the Ex-Dividend Time or the
      date the Company publicly announces that such distribution will not take
      place; provided that no adjustment to the Conversion Rate will be made nor
      will a holder of a Debenture be able to convert pursuant to this Section
      17.01(b) if such holder will otherwise participate in such distribution
      without conversion; or

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<PAGE>

            (ii) the Company consolidates with or merges with or into another
      Person or is a party to a binding share exchange or conveys, transfers or
      sells all or substantially all of its assets in each case pursuant to
      which the Common Stock is converted into cash, securities or other
      property, then the Debentures may be surrendered for conversion at any
      time from and after the date fifteen (15) days prior to the anticipated
      effective date of the transaction and ending on and including the date
      fifteen (15) days after the consummation of the transaction (or if such
      merger, consolidation or share exchange also constitutes a Designated
      Event, until the corresponding Designated Event Repurchase Date). The
      Board of Directors shall determine the anticipated effective date of the
      transaction, and such determination shall be conclusive and binding on the
      holders and shall be published on the Company's web site or through such
      other public medium then used by the Company not later than two (2)
      Business Days prior to such 15th day before the anticipated Effective
      Date.

      "EX-DIVIDEND TIME" means, with respect to any distribution on shares of
Common Stock, the first date on which the shares of Common Stock trade regular
way on the principal securities market on which the shares of Common Stock are
then traded without the right to receive such distribution.

      (c) A Debenture in respect of which a holder is electing to exercise its
option to require repurchase upon a Designated Event pursuant to Section 3.05 or
repurchase pursuant to Section 3.06 may be converted only if such holder
withdraws its election in accordance with Section 3.05(b) or Section 3.08,
respectively. A holder of Debentures is not entitled to any rights of a holder
of Common Stock until such holder has converted his Debentures, and only to the
extent such Debentures are deemed to have been converted to Common Stock under
this Article 17.

      (d) On or before the tenth Trading Day prior to and excluding the
anticipated Effective Date, as determined by the Board of Directors of the
Company, of a Designated Event, the Company or at its written request (which
must be received by the Trustee at least five (5) Business Days prior to the
date the Trustee is requested to give notice as described below, unless the
Trustee shall agree to a shorter period), the Trustee, in the name of and at the
expense of the Company, shall mail or cause to be mailed to all holders of
record on such date a notice (the "ADVANCE NOTICE OF A DESIGNATED EVENT") of the
anticipated Effective Date with respect to such Designated Event, the repurchase
right and conversion right at the option of the holders of the Debentures
arising as a result thereof, and whether a Make-Whole Premium will be payable in
connection with any such repurchase or conversion. If the Effective Date with
respect to a Designated Event occurs without notice to, or the knowledge of, the
Company, the Company shall give the Effective Date Notice required by Section
17.01(a)(iv) and the date of the Advance Notice of a Designated Event shall be
deemed to be the date of such Effective Date Notice. The Advance Notice of a
Designated Event shall be mailed by first class mail to each holder of
Debentures at its last address as the same appears on the Debenture Register. If
the Company shall give such notice, the Company shall also deliver a copy of
such notice to the Trustee at such time as it is mailed to holders of the
Debentures. Each notice, if mailed in the manner herein provided, shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the holder of any Debenture shall not affect the
validity of the proceedings for the

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<PAGE>

conversion of any other Debenture. Concurrently with the mailing of such notice,
the Company shall issue a press release with the information contained in such
notice, the form and content of which press release shall be determined by the
Company in its sole discretion, and the Company shall also publish such
information on the Company's web site or through such other public medium as the
Company shall use at such time. The failure to issue any such press release or
any defect therein shall not affect the validity of such notice or any
proceedings for the conversion of any Debenture which any holder of the
Debentures may elect to convert as provided in Section 17.01(a)(iv).

      Section 17.02. Conversion Procedures. To convert a Debenture, a holder
must (a) complete and manually sign the Conversion Notice or a facsimile of the
Conversion Notice on the back of the Debenture and deliver such notice to the
Conversion Agent, (b) surrender the Debenture to the Conversion Agent, (c)
furnish appropriate endorsements and transfer documents if required by the
Debenture Registrar or the Conversion Agent, (d) pay any transfer or similar
tax, if required and (e) if required, pay funds equal to the Interest payable on
the next interest payment date. In the case of a Global Debenture, the holder
must comply with clauses (c)-(e) in the previous sentence and the Conversion
Notice shall be completed by a Depository Trust Company participant on behalf of
the beneficial holder. The date, within the time periods set forth in Section
17.01, on which the holder satisfies all of those requirements is the
"CONVERSION DATE."

      Debentures surrendered for conversion in compliance with the provisions of
this Indenture shall be deemed to have been converted immediately prior to the
close of business on the Conversion Date.

      Anything herein to the contrary notwithstanding, in the case of Global
Debentures, Conversion Notices may be delivered and such Debentures may be
surrendered for conversion in accordance with the applicable procedures of the
Depositary as in effect from time to time.

      No payment or adjustment shall be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article 17. On conversion of a Debenture, except for conversion during the
period from the close of business on any record date immediately preceding any
interest payment date to the close of business on the Business Day immediately
preceding such interest payment date, in which case the holder on such record
date shall receive the Interest payable on such interest payment date, that
portion of accrued and unpaid Interest on the converted Debenture attributable
to the period from the most recent interest payment date (or, if no interest
payment date has occurred, from the Issue Date) through the Conversion Date
shall not be cancelled, extinguished or forfeited, but rather shall be deemed to
be paid in full to the holder thereof through delivery of cash representing the
Principal Return and any Common Stock (including any cash payment, if any, in
lieu of fractional shares of Common Stock) in exchange for the Debenture being
converted pursuant to the provisions hereof, and the Fair Market Value of such
cash representing the Principal Return and any shares of Common Stock (together
with any such cash payment in lieu of fractional shares) shall be treated as
delivered, to the extent thereof, first in exchange for accrued and unpaid
Interest accrued through the Conversion Date and the balance, if any, of such
Fair Market Value of such cash representing the Principal Return and any Common
Stock (and any such cash payment)

                                       72
<PAGE>

shall be treated as delivered in exchange for the principal amount of the
Debenture being converted pursuant to the provisions hereof.

      If a holder converts more than one Debenture at the same time, the number
of shares of Common Stock issuable upon the conversion shall be based on the
aggregate principal amount of Debentures converted.

      Upon surrender of a Debenture that is converted in part, the Company shall
execute, and the Trustee shall authenticate and deliver to the holder, a new
Debenture equal in principal amount to the principal amount of the unconverted
portion of the Debenture surrendered.

      Debentures or portions thereof surrendered for conversion during the
period from the close of business on any record date immediately preceding any
interest payment date to the close of business on the Business Day immediately
preceding such interest payment date shall be accompanied by payment to the
Company or its order, in New York Clearing House funds or other funds acceptable
to the Company, of an amount equal to the Interest payable on such interest
payment date with respect to the principal amount of Debentures or portions
thereof being surrendered for conversion; provided that no such payment need be
made (1) if the Company has specified a redemption date that occurs after a
record date but prior to the next interest payment date, (2) if the Company has
specified a Designated Event Repurchase Date during such period or (3) to the
extent of any overdue Interest, if any overdue Interest exists on the Conversion
Date with respect to the Debentures converted.

      If the Company is unable to pay the Principal Return in cash upon
conversion by a holder of its Debentures in accordance with this Article 17, the
Company shall so inform such holder and concurrently notify the holders of all
outstanding Debentures through the Trustee in accordance with Section 19.03. In
such event, such holder may elect to revoke its Conversion Notice by delivering
a written notice of revocation to the Company and the Conversion Agent.

      Section 17.03. [Reserved].

      Section 17.04. [Reserved].

      Section 17.05. Adjustment of Conversion Rate. The Conversion Rate shall be
adjusted from time to time (without duplication) by the Company as follows:

            (a) In case the Company shall hereafter pay a dividend or make a
      distribution to all holders of the outstanding Common Stock in shares of
      Common Stock, the Conversion Rate shall be increased so that the same
      shall equal the rate determined by multiplying the Conversion Rate in
      effect at the opening of business on the date following the date fixed for
      the determination of stockholders entitled to receive such dividend or
      other distribution by a fraction,

                  (i) the numerator of which shall be the sum of the number of
            shares of Common Stock outstanding at the close of business on the
            date fixed for the determination of stockholders entitled to receive
            such dividend or other distribution plus the total number of shares
            of Common Stock constituting such dividend or other distribution;
            and

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<PAGE>

                  (ii) the denominator of which shall be the number of shares of
            Common Stock outstanding at the close of business on the date fixed
            for such determination,

      such increase to become effective immediately after the opening of
      business on the day following the date fixed for such determination. For
      the purpose of this paragraph (a), the number of shares of Common Stock at
      any time outstanding shall not include shares held in the treasury of the
      Company. The Company will not pay any dividend or make any distribution on
      shares of Common Stock held in the treasury of the Company. If any
      dividend or distribution of the type described in this Section 17.05(a) is
      declared but not so paid or made, the Conversion Rate shall again be
      adjusted to the Conversion Rate that would then be in effect if such
      dividend or distribution had not been declared.

            (b) In case the Company shall issue rights, options or warrants to
      all holders of its outstanding shares of Common Stock entitling them (for
      a period expiring within sixty (60) days after the date fixed for
      determination of stockholders entitled to receive such rights, options or
      warrants) to subscribe for or purchase shares of Common Stock at a price
      per share less than the average of the Closing Sale Prices of the Common
      Stock for the ten (10) Trading Days immediately preceding the declaration
      date for such distribution, the Conversion Rate shall be increased so that
      the same shall equal the rate determined by multiplying the Conversion
      Rate in effect immediately prior to the date fixed for determination of
      stockholders entitled to receive such rights, options or warrants by a
      fraction,

                  (i) the numerator of which shall be the number of shares of
            Common Stock outstanding at the close of business on the date fixed
            for determination of stockholders entitled to receive such rights,
            options or warrants plus the total number of additional shares of
            Common Stock offered for subscription or purchase, and

                  (ii) the denominator of which shall be the sum of the number
            of shares of Common Stock outstanding at the close of business on
            the date fixed for determination of stockholders entitled to receive
            such rights, options or warrants plus the number of shares that the
            aggregate offering price of the total number of shares so offered
            would purchase at a price equal to the average of the Closing Sale
            Prices of the Common Stock for the ten (10) Trading Days immediately
            preceding the declaration date for such distribution.

            Such adjustment shall be successively made whenever any such rights,
      options or warrants are issued, and shall become effective immediately
      after the opening of business on the day following the date fixed for
      determination of stockholders entitled to receive such rights, options or
      warrants. To the extent that shares of Common Stock are not delivered
      after the expiration of such rights, options or warrants, the Conversion
      Rate shall be readjusted to the Conversion Rate that would then be in
      effect had the adjustments made upon the issuance of such rights, options
      or warrants been made on the basis of delivery of only the number of
      shares of Common Stock actually delivered. If such rights, options or
      warrants are not so issued, the Conversion Rate shall again be

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<PAGE>

      adjusted to be the Conversion Rate that would then be in effect if such
      date fixed for the determination of stockholders entitled to receive such
      rights, options or warrants had not been fixed. In determining whether any
      rights, options or warrants entitle the holders to subscribe for or
      purchase shares of Common Stock at a price less than the average of the
      Closing Sale Prices of the Common Stock for the ten (10) Trading Days
      immediately preceding the declaration date for such distribution, and in
      determining the aggregate offering price of such shares of Common Stock,
      there shall be taken into account any consideration received by the
      Company for such rights, options or warrants and any amount payable on
      exercise or conversion thereof, the value of such consideration, if other
      than cash, to be determined by the Board of Directors.

            (c) In case outstanding shares of Common Stock shall be subdivided
      into a greater number of shares of Common Stock, the Conversion Rate in
      effect at the opening of business on the day following the day upon which
      such subdivision becomes effective shall be proportionately increased, and
      conversely, in case outstanding shares of Common Stock shall be combined
      into a smaller number of shares of Common Stock, the Conversion Rate in
      effect at the opening of business on the day following the day upon which
      such combination becomes effective shall be proportionately reduced, such
      increase or reduction, as the case may be, to become effective immediately
      after the opening of business on the day following the day upon which such
      subdivision or combination becomes effective.

            (d) In case the Company shall, by dividend or otherwise, distribute
      to all holders of the Common Stock shares of any class of capital stock of
      the Company or evidences of its indebtedness, property or assets
      (including rights, options, warrants and other securities, but excluding
      any rights, options or warrants referred to in Section 17.05(b), and
      excluding any dividend or distribution (x) paid exclusively in cash or (y)
      referred to in Section 17.05(a)) (any of the foregoing hereinafter in this
      Section 17.05(d) called the "DISTRIBUTED PROPERTY"), then, in each such
      case (unless the Company elects to reserve such Distributed Property for
      distribution to the Debentureholders upon the conversion of the Debentures
      so that any such holder converting Debentures will receive upon such
      conversion, in addition to the shares of Common Stock to which such holder
      is entitled, the amount and kind of such Distributed Property that such
      holder would have received if such holder had converted its Debentures
      into Common Stock immediately prior to the Record Date for such
      distribution of the Distributed Property) the Conversion Rate shall be
      increased so that the same shall be equal to the rate determined by
      multiplying the Conversion Rate in effect immediately prior to the close
      of business on the Record Date with respect to such distribution by a
      fraction,

                  (i) the numerator of which shall be the Current Market Price
            on such Record Date; and

                  (ii) the denominator of which shall be the Current Market
            Price on such Record Date less the Fair Market Value (as determined
            by the Board of Directors, whose determination shall be conclusive,
            and described in a resolution of the Board of Directors) on the
            Record Date of the portion of the Distributed Property so
            distributed applicable to one share of Common Stock,

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<PAGE>

      such adjustment to become effective immediately prior to the opening of
      business on the day following such Record Date; provided that if the then
      Fair Market Value (as so determined) of the portion of the Distributed
      Property so distributed applicable to one share of Common Stock is equal
      to or greater than the Current Market Price on the Record Date, in lieu of
      the foregoing adjustment, adequate provision shall be made so that each
      Debentureholder shall have the right to receive on the date of such
      dividend or distribution the amount of Distributed Property such holder
      would have received had such holder converted each Debenture on the Record
      Date. If such dividend or distribution is not so paid or made, the
      Conversion Rate shall again be adjusted to be the Conversion Rate that
      would then be in effect if such dividend or distribution had not been
      declared. If the Board of Directors determines the Fair Market Value of
      any distribution for purposes of this Section 17.05(d) by reference to the
      actual or when issued trading market for any securities, it must in doing
      so consider the prices in such market over the same period used in
      computing the Current Market Price on the applicable Record Date.

            Notwithstanding the foregoing, if the Distributed Property
      distributed by the Company to all holders of the Common Stock consist of
      capital stock of, or similar equity interests in, a Subsidiary or other
      business unit of the Company (unless such capital stock or similar equity
      interests are distributed to the Debentureholders in such distribution as
      if such holders had converted their Debentures into shares of Common
      Stock), the Conversion Rate shall be increased so that the same shall be
      equal to the rate determined by multiplying the Conversion Rate in effect
      immediately prior to the close of business on the Record Date with respect
      to such distribution by a fraction,

                  (i) the numerator of which shall be the sum of (A) the average
            of the Closing Sale Prices of the Common Stock for the ten (10)
            consecutive Trading Days commencing on and including the fifth
            Trading Day after the date on which "ex-dividend trading" commences
            for such dividend or distribution on the New York Stock Exchange,
            the Nasdaq National Market or such other national or regional
            exchange or market on which such securities are then listed or
            quoted (the "EX-DIVIDEND DATE") plus (B) the average Closing Sales
            Prices of the securities distributed in respect of each share of
            Common Stock for the ten (10) consecutive Trading Days commencing on
            and including the fifth Trading Day after the Ex-Dividend Date; and

                  (ii) the denominator of which shall be the average of the
            Closing Sale Prices of the Common Stock for the ten (10) consecutive
            Trading Days commencing on and including the fifth Trading Day after
            the Ex-Dividend Date,

      such adjustment to become effective immediately prior to the opening of
      business on the day following such Record Date; provided that the Company
      may in lieu of the foregoing adjustment make adequate provision so that
      each Debentureholder shall have the right to receive on the date of such
      distribution the amount of Distributed Property such holder would have
      received had such holder converted each Debenture on the Record Date with
      respect to such distribution; and provided further that if (x) the average
      of the Closing Sale Prices of the Common Stock for the ten (10)
      consecutive Trading Days commencing on and including the fifth Trading Day
      after the Ex-Dividend Date minus (y) the average

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<PAGE>

      of the Closing Sale Prices of the securities distributed in respect of
      each share of Common Stock for the ten (10) consecutive Trading Days
      commencing on and including the fifth Trading Day after the Ex-Dividend
      Date is less than $1.00, then the adjustment provided by for by this
      paragraph shall not be made and in lieu thereof the provisions of the
      first paragraph of this Section 17.05(d) shall apply to such distribution.
      In any case in which this paragraph is applicable, Section 17.05(a),
      Section 17.05(b) and the first paragraph of this Section 17.05(d) shall
      not be applicable.

            Rights or warrants distributed by the Company to all holders of
      Common Stock entitling the holders thereof to subscribe for or purchase
      shares of the Company's capital stock (either initially or under certain
      circumstances), which rights, options or warrants, until the occurrence of
      a specified event or events (a "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
      17.05 (and no adjustment to the Conversion Rate under this Section 17.05
      will be required) until the occurrence of the earliest Trigger Event,
      whereupon such rights, options and warrants shall be deemed to have been
      distributed and an appropriate adjustment (if any is required) to the
      Conversion Rate shall be made under this Section 17.05(d) and, if
      applicable, Section 17.11. If any such right or warrant, including any
      such existing rights, options or warrants distributed prior to the date of
      this Indenture, are subject to events, upon the occurrence of which such
      rights, options or warrants become exercisable to purchase different
      securities, evidences of indebtedness or other assets, then the date of
      the occurrence of any and each such event shall be deemed to be the date
      of distribution and record date with respect to new rights, options or
      warrants with such rights (and a termination or expiration of the existing
      rights, options or warrants without exercise by any of the holders
      thereof). In addition, in the event of any distribution (or deemed
      distribution) of rights, options or warrants, or any Trigger Event or
      other event (of the type described in the preceding sentence) with respect
      thereto that was counted for purposes of calculating a distribution amount
      for which an adjustment to the Conversion Rate under this Section 17.05
      was made, (1) in the case of any such rights, options or warrants that
      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 or
      holders of Common Stock with respect to such rights, options or warrants
      (assuming such holder had retained such rights, options 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, options or warrants that
      shall have expired or been terminated without exercise by any holders
      thereof, the Conversion Rate shall be readjusted as if such rights,
      options and warrants had not been issued.

            No adjustment of the Conversion Rate shall be made pursuant to this
      Section 17.05(d) in respect of rights, options or warrants distributed or
      deemed distributed on any Trigger Event to the extent that such rights,
      options or warrants are actually distributed, or reserved by the Company
      for distribution, to holders of Debentures upon conversion by such holders
      of Debentures into Common Stock.

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<PAGE>

            For purposes of this Section 17.05(d) and Sections 17.05(a) and
      17.05(b), any dividend or distribution to which this Section 17.05(d) is
      applicable that also includes shares of Common Stock, or rights, options
      or warrants to subscribe for or purchase shares of Common Stock (or both),
      shall be deemed instead to be (1) a dividend or distribution of the
      evidences of indebtedness, assets or shares of capital stock other than
      such shares of Common Stock or rights, options or warrants (and any
      Conversion Rate adjustment required by this Section 17.05(d) with respect
      to such dividend or distribution shall then be made) immediately followed
      by (2) a dividend or distribution of such shares of Common Stock or such
      rights, options or warrants (and any further Conversion Rate adjustment
      required by Sections 17.05(a) and 17.05(b) with respect to such dividend
      or distribution shall then be made), except (A) the Record Date of such
      dividend or distribution shall be substituted as "the date fixed for the
      determination of stockholders entitled to receive such dividend or other
      distribution," "the date fixed for the determination of stockholders
      entitled to receive such rights, options or warrants" and "the date fixed
      for such determination" within the meaning of Sections 17.05(a) and
      17.05(b) and (B) any shares of Common Stock included in such dividend or
      distribution shall not be deemed "outstanding at the close of business on
      the date fixed for the determination of stockholders entitled to receive
      such dividend or other distribution" or "outstanding at the close of
      business on the date fixed for such determination" within the meaning of
      Section 17.05(a).

            The reclassification of the Common Stock into securities including
      securities other than Common Stock (other than any reclassification upon
      an event to which Section 17.06 applies) shall be deemed to involve (a) a
      distribution of such securities other than the Common Stock to all holders
      of Common Stock (and the effective date of such reclassification shall be
      deemed to be the "Record Date" within the meaning of this Section
      17.05(d)), and (b) a subdivision or combination, as the case may be, of
      the number of shares of Common Stock outstanding immediately prior to such
      reclassification into the number of shares of Common Stock outstanding
      immediately thereafter (and the effective date of such reclassification
      shall be deemed to be "the day upon which such subdivision becomes
      effective" or "the day upon which such combination becomes effective," as
      the case may be, and "the day upon which such subdivision or combination
      becomes effective" within the meaning of Section 17.05(c)).

            (e) In case the Company shall, by dividend or otherwise, distribute
      to all holders of the Common Stock cash (excluding any dividend or
      distribution in connection with the liquidation, dissolution or winding up
      of the Company, whether voluntary or involuntary), then, in such case, the
      Conversion Rate shall be increased so that the same shall equal the rate
      determined by multiplying the Conversion Rate in effect immediately prior
      to the close of business on such Record Date by a fraction,

                  (i) the numerator of which shall be the Current Market Price
            on such Record Date; and

                  (ii) the denominator of which shall be the Current Market
            Price on such Record Date less the amount of cash so distributed
            (and not excluded as provided above) applicable to one share of
            Common Stock,

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<PAGE>

      such adjustment to be effective immediately prior to the opening of
      business on the day following the Record Date; provided that if the
      portion of the cash so distributed applicable to one share of Common Stock
      is equal to or greater than the Current Market Price on the Record Date,
      in lieu of the foregoing adjustment, adequate provision shall be made so
      that each Debentureholder shall have the right to receive on the date of
      such dividend or distribution the amount of cash such holder would have
      received had such holder converted each Debenture on the record date. If
      such dividend or distribution is not so paid or made, the Conversion Rate
      shall again be adjusted to be the Conversion Rate that would then be in
      effect if such dividend or distribution had not been declared.

            Notwithstanding the foregoing provisions of this paragraph (e), in
      no event will the Conversion Rate exceed 61.2745 (which we refer to as the
      "MAXIMUM CONVERSION RATE") as a result of an adjustment pursuant to this
      paragraph (e), provided that such maximum conversion rate is subject to
      adjustment in accordance with the provisions of this Section 17.05 (other
      than this paragraph (e)).

            (f) In case a tender or exchange offer made by the Company or any
      Subsidiary for all or any portion of the Common Stock shall expire and
      such tender or exchange offer (as amended upon the expiration thereof)
      shall require the payment to stockholders of consideration per share of
      Common Stock having a Fair Market Value (as determined by the Board of
      Directors, whose determination shall be conclusive and described in a
      resolution of the Board of Directors) that as of the last time (the
      "EXPIRATION TIME") tenders or exchanges may be made pursuant to such
      tender or exchange offer (as it may be amended) exceeds the Closing Sale
      Price per share of Common Stock on the Trading Day next succeeding the
      Expiration Time, the Conversion Rate shall be increased so that the same
      shall equal the rate determined by multiplying the Conversion Rate in
      effect immediately prior to the Expiration Time by a fraction,

                  (i) the numerator of which shall be the sum of (x) the Fair
            Market Value (determined as aforesaid) of the aggregate
            consideration payable to stockholders based on the acceptance (up to
            any maximum specified in the terms of the tender or exchange offer)
            of all shares validly tendered or exchanged and not withdrawn as of
            the Expiration Time (the shares deemed so accepted up to any such
            maximum, being referred to as the "PURCHASED SHARES") and (y) the
            product of the number of shares of Common Stock outstanding (less
            any Purchased Shares) at the Expiration Time and the Closing Sale
            Price per share of Common Stock on the Trading Day next succeeding
            the Expiration Time, and

                  (ii) the denominator of which shall be the number of shares of
            Common Stock outstanding (including any tendered or exchanged
            shares) at the Expiration Time multiplied by the Closing Sale Price
            per share of Common Stock on the Trading Day next succeeding the
            Expiration Time,

      such adjustment to become effective immediately prior to the opening of
      business on the day following the Expiration Time. If the Company is
      obligated to purchase shares pursuant to any such tender or exchange
      offer, but the Company is permanently prevented by applicable law from
      effecting any such purchases or all such purchases are

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<PAGE>

      rescinded, the Conversion Rate shall again be adjusted to be the
      Conversion Rate that would then be in effect if such tender or exchange
      offer had not been made.

            (g) No adjustment in the Conversion Rate shall be made for any
      increase or decrease in the par value of the Common Stock, or a change in
      the par value of the Common Stock to no par value.

            (h) [Reserved].

            (i) For purposes of this Section 17.05, the following terms shall
      have the meaning indicated:

                  (i) "CURRENT MARKET PRICE" shall mean the average of the daily
            Closing Sale Prices per share of Common Stock for the ten (10)
            consecutive Trading Days ending on the earlier of the day in
            question and the day before the "ex" date with respect to the
            issuance, distribution, subdivision or combination requiring such
            computation. For purpose of this paragraph, the term "ex" date, (1)
            when used with respect to any issuance or distribution, means the
            first date on which the Common Stock trades, regular way, on the
            relevant exchange or in the relevant market from which the Closing
            Sale Price of the Common Stock was obtained without the right to
            receive such issuance or distribution, and (2) when used with
            respect to any subdivision or combination of shares of Common Stock,
            means the first date on which the Common Stock trades, regular way,
            on such exchange or in such market after the time at which such
            subdivision or combination becomes effective.

                  If another issuance, distribution, subdivision or combination
            to which Section 17.05 applies occurs during the period applicable
            for calculating "Current Market Price" pursuant to the definition in
            the preceding paragraph, "Current Market Price" shall be calculated
            for such period in a manner determined by the Board of Directors to
            reflect the impact of such issuance, distribution, subdivision or
            combination on the Closing Sale Price of the Common Stock during
            such period.

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

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

                  (iv) "TRADING DAY" shall mean a day during which trading in
            securities generally occurs on the New York Stock Exchange or, if
            the Common Stock is

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<PAGE>

            not listed on the New York Stock Exchange, on the principal other
            national or regional securities exchange on which the Common Stock
            is then listed or, if the Common Stock is not listed on a national
            or regional securities exchange, on the Nasdaq Stock Market or, if
            the Common Stock is not quoted on the Nasdaq Stock Market, on the
            principal other market on which the Common Stock is then traded.

            (j) The Company may make such increases in the Conversion Rate, in
      addition to those required by Section 17.05(a), (b), (c), (d), (e) or (f)
      as the Board of Directors considers to be advisable to avoid or diminish
      any income tax to holders of Common Stock or rights to purchase Common
      Stock resulting from any dividend or distribution of stock (or rights to
      acquire stock) or from any event treated as such for income tax purposes.

            To the extent permitted by applicable law, the Company from time to
      time may increase the Conversion Rate by any amount for any period of time
      if 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, or
      cause the Trustee to mail, to holders of record of the Debentures a notice
      of the increase prior to the date the increased Conversion Rate takes
      effect, and such notice shall state the increased Conversion Rate and the
      period during which it will be in effect.

            (k) All calculations under this Article 17 shall be made by the
      Company and shall be made to the nearest cent or to the nearest one-ten
      thousandth (1/10,000) of a share, as the case may be. 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 17.05(k) are not required to be made shall be carried forward and
      taken into account in any subsequent adjustment. No adjustment need be
      made for rights to purchase Common Stock pursuant to a Company plan for
      reinvestment of dividends or interest or for any issuance of Common Stock
      or convertible or exchangeable securities or rights to purchase Common
      Stock or convertible or exchangeable securities. To the extent the
      Debentures become convertible into cash, assets, property or securities
      (other than capital stock of the Company or any other Person), no
      adjustment need be made thereafter as to the cash, assets, property or
      such securities. Interest will not accrue on any cash into which the
      Debentures are convertible.

            (l) Whenever the Conversion Rate is adjusted as herein provided, the
      Company shall promptly file with the Trustee and any conversion agent
      other than the Trustee an Officers' Certificate setting forth the
      Conversion Rate after such adjustment and setting forth a brief statement
      of the facts requiring such adjustment. Unless and until a Responsible
      Officer of the Trustee shall have received such Officers' Certificate, the
      Trustee shall not be deemed to have knowledge of any adjustment of the
      Conversion Rate and may assume that the last Conversion Rate of which it
      has knowledge is still in effect. Promptly after delivery of such
      certificate, the Company shall prepare a notice of such adjustment of the
      Conversion Rate setting forth the adjusted Conversion Rate and the date on
      which each adjustment becomes effective and shall mail, or cause the
      Trustee

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<PAGE>

      to mail, such notice of such adjustment of the Conversion Rate to the
      holder of each Debenture at his last address appearing on the Debenture
      Register provided for in Section 2.05 of this Indenture, within twenty
      (20) days after execution thereof. Failure to deliver such notice shall
      not affect the legality or validity of any such adjustment.

            (m) In any case in which this Section 17.05 provides that an
      adjustment shall become effective immediately after (1) a record date or
      Record Date for an event, (2) the date fixed for the determination of
      stockholders entitled to receive a dividend or distribution pursuant to
      Section 17.05(a), (3) a date fixed for the determination of stockholders
      entitled to receive rights, options or warrants pursuant to Section
      17.05(b) or (4) the Expiration Time for any tender or exchange offer
      pursuant to Section 17.05(f) (each, a "DETERMINATION DATE"), the Company
      may elect to defer until the occurrence of the applicable Adjustment Event
      (as hereinafter defined) (x) issuing to the holder of any Debenture
      converted after such Determination Date and before the occurrence of such
      Adjustment Event, the additional shares of Common Stock or other
      securities issuable upon such conversion by reason of the adjustment
      required by such Adjustment Event over and above the Common Stock issuable
      upon such conversion before giving effect to such adjustment and (y)
      paying to such holder any amount in cash in lieu of any fraction pursuant
      to Section 17.03. For purposes of this Section 17.05(m), the term
      "ADJUSTMENT EVENT" shall mean:

                  (i) in any case referred to in clause (1) hereof, the
            occurrence of such event,

                  (ii) in any case referred to in clause (2) hereof, the date
            any such dividend or distribution is paid or made,

                  (iii) in any case referred to in clause (3) hereof, the date
            of expiration of such rights, options or warrants, and

                  (iv) in any case referred to in clause (4) hereof, the date a
            sale or exchange of Common Stock pursuant to such tender or exchange
            offer is consummated and becomes irrevocable.

            (n) For purposes of this Section 17.05, the number of shares of
      Common Stock at any time outstanding shall not include shares held in the
      treasury of the Company but shall include shares issuable in respect of
      scrip certificates issued in lieu of fractions of shares of Common Stock.
      The Company will not pay any dividend or make any distribution on shares
      of Common Stock held in the treasury of the Company.

      Section 17.06. Effect of Reclassification, Consolidation, Merger or Sale.
If any of the following events occur, namely (i) any reclassification or change
of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 17.05(c) applies), (ii) any consolidation, merger
or binding share exchange of the Company with another Person as a result of
which holders of Common Stock shall be entitled to receive stock, other
securities or other property or assets (including cash) with respect to or in
exchange for such Common Stock, or (iii) any sale or conveyance of all or
substantially all of the properties and assets of the

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<PAGE>

Company to any other Person as a result of which holders of Common Stock shall
be entitled to receive stock, other securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock, then the
Company or the successor or purchasing Person, as the case may be, shall execute
with the Trustee a supplemental indenture (which shall comply with the Trust
Indenture Act as in force at the date of execution of such supplemental
indenture) providing that, in respect of any Net Share Amount that is payable in
shares of Common Stock upon conversion of a Debenture, such Net Share Amount
shall instead be payable in the kind and amount of shares of stock, other
securities or other property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
by a holder of a number of shares of Common Stock issuable in respect of such
Net Share Amount upon conversion of such Debentures (assuming, for such
purposes, a sufficient number of authorized shares of Common Stock are available
to satisfy the Company's obligation to deliver shares of Common Stock in respect
of any such Net Share Amount upon conversion of all such Debentures) immediately
prior to such reclassification, change, consolidation, merger, combination, sale
or conveyance, assuming such holder of Common Stock did not exercise his rights
of election, if any, as to the kind or amount of stock, other securities or
other property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance (provided that,
if the kind or amount of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance is not the same for each share of Common
Stock in respect of which such rights of election shall not have been exercised
("NON-ELECTING SHARE"), then for the purposes of this Section 17.06 the kind and
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance for each non-electing share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
non-electing shares). Such supplemental indenture shall provide for adjustments
that shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 17.

      The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Debentures, at its address appearing on
the Debenture Register provided for in Section 2.05 of this Indenture, within
twenty (20) days after execution thereof. Failure to deliver such notice shall
not affect the legality or validity of such supplemental indenture.

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

      If this Section 17.06 applies to any event or occurrence, Section 17.05
shall not apply.

      Section 17.07. Taxes on Shares Issued. The issue of stock certificates on
conversions of Debentures shall be made without charge to the converting
Debentureholder for any documentary, stamp or similar issue or transfer tax in
respect of the issue thereof. The Company shall not, however, be required to pay
any such tax that may be payable in respect of any transfer involved in the
issue and delivery of stock in any name other than that of the holder of any
Debenture converted, and the Company shall not be required to issue or deliver
any such stock certificate unless and until the Person or Persons requesting the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

                                       83
<PAGE>

      Section 17.08. Reservation of Shares, Shares to Be Fully Paid; Compliance
with Governmental Requirements; Listing of Common Stock. The Company shall
provide, free from preemptive rights, out of its authorized but unissued shares
or shares held in treasury, sufficient shares of Common Stock to provide for the
conversion of the Debentures from time to time as such Debentures are presented
for conversion.

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

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

      The Company covenants that, if any shares of Common Stock to be provided
for the purpose of conversion of Debentures hereunder require registration with
or approval of any governmental authority under any federal or state law before
such shares may be validly issued upon conversion, the Company will in good
faith and as expeditiously as possible, to the extent then permitted by the
rules and interpretations of the Commission (or any successor thereto), endeavor
to secure such registration or approval, as the case may be.

      The Company further covenants that, if at any time the Common Stock shall
be listed on the New York Stock Exchange or any other national securities
exchange or automated quotation system, the Company will, if permitted by the
rules of such exchange or automated quotation system, list and keep listed, so
long as the Common Stock shall be so listed on such exchange or automated
quotation system, all Common Stock issuable upon conversion of the Debentures;
provided that if the rules of such exchange or automated quotation system permit
the Company to defer the listing of such Common Stock until the first conversion
of the Debentures into Common Stock in accordance with the provisions of this
Indenture, the Company covenants to list such Common Stock issuable upon
conversion of the Debentures in accordance with the requirements of such
exchange or automated quotation system at such time.

      Section 17.09. Responsibility of Trustee. The Trustee and any other
conversion agent shall not at any time be under any duty or responsibility to
any holder of Debentures to determine the Conversion Rate or whether any facts
exist that may require any adjustment of the Conversion Rate, or with respect to
the nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and any other
conversion agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Debenture; and the Trustee and any other conversion agent make no
representations with respect thereto. Neither the Trustee nor any conversion
agent shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property or cash upon the surrender of any

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<PAGE>

Debenture for the purpose of conversion or to comply with any of the duties,
responsibilities or covenants of the Company contained in this Article 17.
Without limiting the generality of the foregoing, neither the Trustee nor any
conversion agent shall be under any responsibility to determine the correctness
of any provisions contained in any supplemental indenture entered into pursuant
to Section 17.06 relating either to the kind or amount of shares of stock or
securities or property (including cash) receivable by Debentureholders upon the
conversion of their Debentures after any event referred to in such Section 17.06
or to any adjustment to be made with respect thereto, but, subject to the
provisions of Section 9.01, may accept as conclusive evidence of the correctness
of any such provisions, and shall be protected in relying upon, the Officers'
Certificate (which the Company shall be obligated to file with the Trustee prior
to the execution of any such supplemental indenture) with respect thereto.

      Section 17.10. Notice to Holders Prior to Certain Actions. In case:

            (a) the Company shall declare a dividend (or any other distribution)
      on the Common Stock that would require an adjustment in the Conversion
      Rate pursuant to Section 17.05;

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

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

            (d) of the voluntary or involuntary dissolution, liquidation or
      winding up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each
holder of Debentures at his address appearing on the Debenture Register provided
for in Section 2.05 of this Indenture, as promptly as possible but in any event
at least ten (10) days prior to the applicable date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.

                                       85

<PAGE>

      Section 17.11. Stockholder Rights Plans. If the rights provided for in the
Company's shareholder rights agreement (the "SHAREHOLDER RIGHTS AGREEMENT") have
separated from the Shares of Common Stock in accordance with the provisions of
the Shareholder Rights Agreement so that the holders of the Debentures would not
be entitled to receive any rights in respect of Common Stock issuable upon
conversion of the Debentures, the Conversion Rate will be adjusted as if the
Company distributed to all holders of Common Stock shares of the Company's
capital stock, evidences of indebtedness, property or assets (including
securities but excluding rights or warrants to purchase Common Stock issued to
all holders of Common Stock, Common Stock issued as a dividend or distribution
on Common Stock and cash distributions), subject to readjustment in the event of
expiration, termination or redemption of the rights. In lieu of any such
adjustment, the Company may amend such applicable shareholder rights agreement,
to the extent necessary, to provide that upon conversion of the Debentures, the
holder will receive, in addition to cash and shares of Common Stock issuable
upon such conversion, the rights that would have attached to such Common Stock
if the rights had not become separated from the Common Stock under such
applicable shareholder rights agreement. To the extent that the Company adopts
any future rights agreement, upon conversion of Debentures into Common Stock,
the holders of the Debentures will receive, in addition to Common Stock, the
rights under the future rights agreement whether or not the rights have
separated from the Common Stock at the time of conversion, and no adjustment to
the Conversion Rate will be made.

      Section 17.12. Issuer Determination Final. Any determination that the
Company or Board of Directors of the Company must make pursuant to Section
17.01, Section 17.02, Section 17.05, Section 17.06 or Section 17.13 shall,
absent manifest error, be conclusive.

      Section 17.13. Conversion Value of Debentures Tendered. (a) Subject to
Section 17.01 and Section 17.13(d) below, holders tendering the Debentures for
conversion shall be entitled to receive, upon conversion of such Debentures,
cash and, if applicable, shares of Common Stock, the aggregate value of which
(the "CONVERSION VALUE") shall be equal to the product of:

            (i) (A) the aggregate principal amount of Debentures to be converted
      divided by 1,000 multiplied by (B) the then-applicable Conversion Rate;
      and

            (ii) the average of the Closing Sale Prices of Common Stock for each
      of the ten consecutive Trading Days (appropriately adjusted to take into
      account the occurrence during such period of stock splits and similar
      events) beginning on the second Trading Day immediately following the day
      the Debentures are tendered for conversion (the "TEN-DAY AVERAGE CLOSING
      SALE PRICE").

      (b) Subject to Section 17.13(c) and (d) below, the Company shall deliver
the Conversion Value to converting holders as follows:

            (i) an amount in cash (the "PRINCIPAL RETURN") equal to the lesser
      of (A) the Conversion Value of the Debentures to be converted and (B) the
      aggregate principal amount of the Debentures to be converted;

            (ii) if the Conversion Value of the Debentures to be converted is
      greater than the Principal Return, an amount in whole shares (the "NET
      SHARES"), determined as set

                                       86

<PAGE>

      forth below, equal to such aggregate Conversion Value less the Principal
      Return (the "NET SHARE AMOUNT"); and

            (iii) an amount paid in cash, determined as set forth below, in lieu
      of any fractional shares of Common Stock.

      The number of Net Shares to be paid shall be determined by dividing the
Net Share Amount by the Ten-Day Average Closing Sale Price. Holders of
Debentures will not receive fractional shares upon conversion of Debentures. In
lieu of fractional shares, holders will receive cash for the value of the
fractional shares, which cash payment shall be calculated based on the Ten-Day
Average Closing Sale Price.

      The Conversion Value, Principal Return, number of Net Shares and Net Share
Amount shall be determined by the Company at the end of the ten consecutive
Trading Day period beginning on the second Trading Day immediately following the
day the Debentures are tendered for conversion (the "CONVERSION VALUE
DETERMINATION DATE"). The Company shall pay the Principal Return and cash in
lieu of fractional shares and deliver the Net Shares, if any, as promptly as
practicable after the Conversion Value Determination Date, but in no event later
than four Business Days thereafter.

      (c) Notwithstanding the provisions of Section 17.13(b), if a Bankruptcy
Event involving the Company has occurred and is continuing, in lieu of
delivering the Principal Return in cash and any Net Share Amount in shares of
Common Stock, the Company may elect to deliver the Conversion Value to holders
of the Debentures in cash, shares of Common Stock or a combination of cash and
shares of Common Stock. In such event, the Company will inform the holders of
the Debentures of its election through the Trustee in accordance with Section
19.03 no later than two Business Days following the day the Debentures are
tendered for conversion. If the Company elects to satisfy part or all of its
conversion obligation in cash, such cash amount will be calculated based on the
Ten-Day Average Closing Sale Price of the Common Stock.

      (d) If a holder converts Debentures pursuant to Section 17.01(a)(iv), such
converting holder shall receive:

            (i) the Conversion Value determined in accordance with Section
      17.13(b) above, with the Net Share Amount in (A) shares of Common Stock
      (if the Debentures are surrendered for conversion prior to the record date
      for receiving distributions in connection with the Designated Event or, if
      earlier, the effective time of the Designated Event) or (B) the kind and
      amount of cash, securities and other assets or property which such holder
      would have received if such holder had held the number of shares of Common
      Stock equal to the Net Share Amount immediately prior to the transactions
      (if the Debentures are surrendered for conversion after such record date
      or effective time, as the case may be); plus

            (ii) accrued but unpaid Interest, if any, to but excluding the
      Conversion Date, which Interest will be payable in cash; plus

            (iii) if the Designated Event occurs on or prior to November 20,
      2011 and is (A) an event described in clause (1) or (2) of the definition
      of "Fundamental Change" or

                                       87

<PAGE>

      (B) a Termination of Trading, then in each case such holder will also
      receive the Make-Whole Premium, if any, which will be in an amount
      determined as set forth in Article 18 and which will be payable in shares
      of Common Stock (or certain other consideration as described in Article
      18) on the Designated Event Repurchase Date.

      (e) Neither the Trustee nor the Conversion Agent has any duty to determine
or calculate the Conversion Value, Principal Return, number of Net Shares, the
Net Share Amount or any other computation required under this Article 17, all of
which shall be determined by the Company in accordance with the provisions of
this Indenture, and the Trustee and Conversion Agent shall not be under any
responsibility to determine the correctness of any such determinations and/or
calculations and may conclusively rely on the Company for the correctness
thereof.

                                   ARTICLE 18
                               MAKE-WHOLE PREMIUM

      Section 18.01. Make-Whole Premium. (a) If a Designated Event occurs on or
prior to November 20, 2011 and is (i) a Designated Event described in clause (1)
or (2) of the definition of Fundamental Change or (ii) a Termination of Trading,
the Company will pay the Make-Whole Premium (as defined below) to holders of the
Debentures who convert their Debentures pursuant to Section 17.01(a)(iv) in
connection with such Designated Event or to holders of the Debentures who tender
their Debentures for repurchase upon such Designated Event pursuant to Section
3.05. The Make-Whole Premium will be paid on the Designated Event Repurchase
Date in shares of the Common Stock as described below.

            (b) The Make-Whole Premium will be determined as follows:

            (i) "EFFECTIVE DATE" means the date that a Designated Event becomes
      effective.

            (ii) "STOCK PRICE" means the price paid per share of Common Stock in
      the transaction constituting the Designated Event, determined as follows:

                  (A) If holders of the Common Stock receive only cash in the
            Designated Event, the Stock Price shall be the cash amount paid per
            share of Common Stock; or

                  (B) Otherwise, the Stock Price shall be the average of the
            Closing Sale Price of the Common Stock on the 10 Trading Days up to
            but not including the Effective Date.

            (iii) "ADDITIONAL PREMIUM" means the percentage set forth on the
      table below (the "ADDITIONAL PREMIUM TABLE") for the Stock Price and the
      Effective Date:

                                       88

<PAGE>

<TABLE>
<CAPTION>
                                                         STOCK PRICE
EFFECTIVE DATE       $16.00   $18.00   $20.00   $30.00   $40.00    $50.00   $60.00   $70.00      $80.00  $90.00    $100.00
--------------       ------   ------   ------   ------   ------    ------   ------   ------      ------  ------    -------
<S>                  <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>         <C>     <C>       <C>
November 17, 2004      0.00%    8.22%   16.95%   13.37%   11.64%    10.46%    9.47%    8.56%       7.69%   6.85%      6.04%
November 15, 2005      0.00%    8.07%   16.79%   12.86%   11.16%    10.07%    9.20%    8.41%       7.64%   6.81%      6.03%
November 15, 2006      0.00%    7.92%   16.62%   12.24%   10.56%     9.59%    8.84%    8.17%       7.53%   6.77%      5.99%
November 15, 2007      0.00%    7.61%   16.30%   11.44%    9.80%     8.96%    8.35%    7.81%       7.30%   6.54%      5.90%
November 15, 2008      0.00%    7.17%   15.82%   10.46%    8.91%     8.23%    7.77%    7.36%       6.98%   6.25%      5.67%
November 15, 2009      0.00%    6.48%   15.07%    9.21%    7.84%     7.35%    7.05%    6.78%       6.53%   5.78%      5.31%
November 15, 2010      0.00%    5.35%   13.84%    7.69%    6.60%     6.34%    6.20%    6.08%       5.95%   5.18%      4.99%
November 20, 2011      0.00%    0.00%    0.00%    0.00%    0.00%     0.00%    0.00%    0.00%       0.00%   0.00%      0.00%
</TABLE>

      If the Stock Price is between two Stock Price amounts on the table or the
      Effective Date is between two dates on the table, the Additional Premium
      will be determined by straight-line interpolation between Additional
      Premium amounts set forth for the higher and lower Stock Price amounts and
      the two dates, as applicable, based on a 365 day year. The Stock Prices
      set forth in the column headers are subject to adjustment pursuant to
      Section 18.02.

            (iv) "MAKE-WHOLE PREMIUM" means the amount per $1,000 principal
      amount of Debentures equal to:

                  (A) If the Effective Date is on or after November 20, 2011,
            $0;

                  (B) If the Stock Price is less than $16.00 (subject to
            adjustment pursuant to Section 18.02) (the "STOCK PRICE THRESHOLD"),
            $0;

                  (C) If the Stock Price is more than $100.00 (subject to
            adjustment pursuant to Section 18.02) (the "STOCK PRICE CAP"), $0;
            and

                  (D) Otherwise, the dollar amount equal to the Additional
            Premium times $1,000.

            (v) Notwithstanding the provisions of this Article 18 regarding
      payment of the Make-Whole Premium, in no event will the total number of
      shares of Common Stock issuable upon the conversion of the Debentures
      (including the shares of Common Stock constituting the Make-Whole Premium)
      exceed 61.2745 per $1,000 principal amount of Debentures, subject to
      adjustments in the same manner as the Conversion Rate as set forth in
      Section 17.05.

      (c) The Company will pay the Make-Whole Premium solely in shares of Common
Stock (other than cash paid in lieu of fractional shares) or in the same form of
consideration into which all or substantially all of the Common Stock has been
converted in connection with the Designated Event. If holders of the Common
Stock have the right to elect the form of consideration received in a Designated
Event, then for purposes of the foregoing the consideration into which a share
of Common Stock has been converted shall be deemed to equal the aggregate
consideration distributed in respect of all shares of Common Stock divided by
the total number of shares of Common Stock participating in the distribution.

                                       89

<PAGE>

      (d) The value of the shares of Common Stock for purposes of determining
the number of shares to be issued in respect of the Make-Whole Premium will be
calculated as follows:

            (i) in the case of a Designated Event in which all or substantially
      all of the shares of Common Stock have been converted as of the Effective
      Date into the right to receive securities or other assets or property,
      then the value of the shares of Common Stock will equal the value of the
      consideration paid per share, with the consideration valued as follows:

                  (A) securities that are traded on an United States national
            securities exchange or approved for quotation on the Nasdaq National
            Market or any similar system of automated dissemination of
            quotations of securities prices will be valued based on 98% of the
            average Closing Sale Price or last sale price, as applicable, on the
            ten (10) Trading Days prior to but excluding the Designated Event
            Repurchase Date,

                  (B) other securities, assets or property (other than cash)
            which holders will have the right to receive will be valued based on
            98% of the average of the fair market value of such securities,
            assets or property (other than cash) as determined by two
            independent nationally recognized investment banks selected by the
            Trustee, and

                  (C) 100% of any cash;

            (ii) in all other cases, the value of each share of Common Stock
      will equal 98% of the average of the Closing Sale Price of Common Stock on
      the ten (10) Trading Days prior to but excluding the Designated Event
      Repurchase Date.

Notwithstanding the foregoing, in no event shall the value of each share of
Common Stock (or of the securities or other assets or property into which each
share of Common Stock has been converted) be less than 50% of the Stock Price
used to determine the amount of the Make-Whole Premium.

      A Calculation Agent appointed from time to time by the Company shall, on
behalf of and on request by the Company or the Trustee, calculate (A) the Stock
Price, and (B) the Additional Premium and Make-Whole Premium with respect to
such Stock Price, based on the Effective Date specified by the Company or the
Trustee, and shall deliver its calculation of the Stock Price and Make-Whole
Premium to the Company and the Trustee within three Business Days of the request
by the Company or the Trustee. In addition, the Calculation Agent shall, on
behalf of and upon request by the Company or the Trustee no less than three
Business Days prior to a Designated Event Repurchase Date, make the
determinations described in Section 18.01(d)(i)(A) and Section 18.01(d)(ii)
above and deliver its calculations to the Company or the Trustee by 9 p.m., New
York City time, on the day prior to the Designated Event Repurchase Date. The
Company, or at the Company's request, the Trustee in the name and at the expense
of the Company, (X) shall notify the holders of the Debentures of the Stock
Price and Make-Whole Premium per $1,000 principal amount of Debentures with
respect to a Designated Event as part

                                       90

<PAGE>

of the Effective Date Notice and (Y) shall notify the holders of the Debentures
promptly upon the opening of business on the Designated Event Repurchase Date of
the number of shares of Common Stock (or such other securities, assets or
property into which all or substantially all of the shares of Common Stock have
been converted as of the Effective Date as described above) to be paid in
respect of the Make-Whole Premium in connection with such Designated Event, in
the manner provided in Section 19.03 of the Indenture, and the Company shall
also publicly announce such information and publish it on the Company's web site
or through such other public medium as the Company shall use at such time. Any
notice so given shall be conclusively presumed to have been duly given, whether
or not the holder of a Debenture receives such notice.

      (e) On or prior to the Designated Event Repurchase Date, the Company will
deposit with the Trustee or with one or more paying agents (or, if the Company
is acting as its own paying agent, set aside, segregate and hold in trust as
provided in Section 6.04 of the Indenture) an amount of shares of Common Stock
(or in the case of a Designated Event in which all or substantially all of the
shares of Common Stock have been converted as of the Effective Date into the
right to receive securities or other assets or property, an amount of such other
securities or other assets or property) sufficient to pay the Make-Whole Premium
with respect to all the Debentures to be repurchased on such date and all the
Debentures converted in connection with such Designated Event; provided that if
such payment is made on the Designated Event Repurchase Date it must be received
by the Trustee or paying agent, as the case may be, by 10:00 a.m., New York City
time, on such date. Payment of the Make-Whole Premium for Debentures surrendered
for repurchase (and not withdrawn) prior to the Designated Event Expiration Time
or surrendered for conversion within the period described in Section
17.01(a)(iv), will be made promptly (but in no event more than five (5) Business
Days) following the Designated Event Repurchase Date by mailing checks in
respect of cash and otherwise delivering entitlements to securities, other
assets or property for the amount payable to the holders of such Debentures
entitled thereto as they shall appear in the Debenture Register.

      Section 18.02. Adjustments Relating to Make-Whole Premium. Whenever the
Conversion Rate shall be adjusted from time to time by the Company pursuant to
Section 17.05, the Stock Price Threshold and the Stock Price Cap shall be
adjusted and each of the Stock Prices set forth in the Additional Premium Table
will be adjusted by multiplying each such amount by a fraction the numerator of
which is the Conversion Rate immediately prior to such adjustment and the
denominator of which is the Conversion Rate as so adjusted.

                                   ARTICLE 19
                            MISCELLANEOUS PROVISIONS

      Section 19.01. Provisions Binding on Company's Successors. All the
covenants, stipulations, promises and agreements by the Company contained in
this Indenture shall bind its successors and assigns whether so expressed or
not.

      Section 19.02. Official Acts by Successor Corporation. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and

                                       91

<PAGE>

effect by the like board, committee or officer of any Person that shall at the
time be the lawful successor of the Company.

      Section 19.03. Addresses for Notices, Etc. Any notice or demand that by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Debentures on the Company shall be deemed to
have been sufficiently given or made, for all purposes, if given or served by
being deposited postage prepaid by registered or certified mail in a post office
letter box or sent by telecopier transmission addressed as follows: GenCorp
Inc., Highway 50 & Aerojet Road, Rancho Cordova, CA 95670 (mailing address: P.O.
Box 537012, Sacramento, CA, 95853, Attention: Deputy General Counsel, facsimile:
916.351.8665 Any notice, direction, request or demand hereunder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or served by being deposited, postage prepaid, by registered
or certified mail in a post office letter box or sent by telecopier transmission
addressed as follows: The Bank of New York Trust Company, N.A., 700 South Flower
Street, Suite 500, Los Angeles, California 90017-4104, Attention: Corporate
Trust Administration, Telephone: (213) 630-6176, Facsimile: (213) 630-6298.

      Any notice or demand that by any provision of this Indenture is required
or permitted to be given or served by the Company may, at the Company's written
request received by the Trustee not fewer than five (5) Business Days prior (or
such shorter period of time as may be acceptable to the Trustee) to the date on
which such notice must be given or served, be given or served by the Trustee in
the name of and at the expense of the Company.

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

      Any notice or communication mailed to a Debentureholder shall be mailed to
him by first class mail, postage prepaid, at his address as it appears on the
Debenture Register and shall be sufficiently given to him if so mailed within
the time prescribed.

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

      Section 19.04. Governing Law. This Indenture and each Debenture shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be governed by, and construed in accordance with, the laws of
the State of New York.

      Section 19.05. Evidence of Compliance with Conditions Precedent,
Certificates to Trustee. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with; provided that with respect to matters of fact, an Opinion of Counsel may
rely on an officer's certificate or a certificate of public officials.

                                       92

<PAGE>

      Each certificate or opinion provided for in this Indenture and delivered
to the Trustee 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 statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

      Section 19.06. Legal Holidays. In any case in which the date of maturity
of Interest on, premium, if any, or principal of the Debentures or the
redemption or repurchase date of any Debenture will not be a Business Day, then
payment of such Interest on, premium, if any, or principal of the Debentures
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of maturity or the
redemption or repurchase date, and no Interest shall accrue for the period from
and after such date.

      Section 19.07. Trust Indenture Act. This Indenture is hereby made subject
to, and shall be governed by, the provisions of the Trust Indenture Act required
to be part of and to govern indentures qualified under the Trust Indenture Act;
provided that unless otherwise required by law, notwithstanding the foregoing,
this Indenture and the Debentures issued hereunder shall not be subject to the
provisions of subsections (a)(1), (a)(2), and (a)(3) of Section 314 of the Trust
Indenture Act as now in effect or as hereafter amended or modified; provided
further that this Section 19.07 shall not require this Indenture or the Trustee
to be qualified under the Trust Indenture Act prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act,
nor shall it constitute any admission or acknowledgment by any party to the
Indenture that any such qualification is required prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act. If
any provision hereof limits, qualifies or conflicts with another provision
hereof that is required to be included in an indenture qualified under the Trust
Indenture Act, such required provision shall control.

      Section 19.08. No Security Interest Created. Nothing in this Indenture or
in the Debentures shall be construed to constitute a security interest under the
Uniform Commercial Code or similar legislation, as now or hereafter enacted and
in effect, in any jurisdiction in which property of the Company or its
subsidiaries is located.

      Section 19.09. Benefits of Indenture. Nothing in this Indenture or in the
Debentures, express or implied, shall give to any Person, other than the parties
hereto, any paying agent, any authenticating agent, any Debenture Registrar and
their successors hereunder and the holders of Debentures any benefit or any
legal or equitable right, remedy or claim under this Indenture.

      Section 19.10. Authenticating Agent. The Trustee may appoint an
authenticating agent that shall be authorized to act on its behalf, and subject
to its direction, in the authentication and delivery of Debentures in connection
with the original issuance thereof and transfers and exchanges of Debentures
hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 3.03 and 3.05, as
fully to all intents and purposes as though the authenticating agent had been
expressly

                                       93

<PAGE>

authorized by this Indenture and those Sections to authenticate and deliver
Debentures. For all purposes of this Indenture, the authentication and delivery
of Debentures by the authenticating agent shall be deemed to be authentication
and delivery of such Debentures "by the Trustee" and a certificate of
authentication executed on behalf of the Trustee by an authenticating agent
shall be deemed to satisfy any requirement hereunder or in the Debentures for
the Trustee's certificate of authentication. Such authenticating agent shall at
all times be a Person eligible to serve as trustee hereunder pursuant to Section
9.09.

      Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate trust business
of any authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 19.10, without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating agent or such successor
corporation.

      Any authenticating agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible under this Section, the Trustee
shall either promptly appoint a successor authenticating agent or itself assume
the duties and obligations of the former authenticating agent under this
Indenture and, upon such appointment of a successor authenticating agent, if
made, shall give written notice of such appointment of a successor
authenticating agent to the Company and shall mail notice of such appointment of
a successor authenticating agent to all holders of Debentures as the names and
addresses of such holders appear on the Debenture Register.

      The Company agrees to pay to the authenticating agent from time to time
such reasonable compensation for its services as shall be agreed upon in writing
between the Company and the authenticating agent.

      The provisions of Sections 9.02, 9.03, 9.04 and 10.03 and this Section
19.10 shall be applicable to any authenticating agent.

      Section 19.11. Execution in Counterparts. This Indenture may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

      Section 19.12. Severability. In case any provision in this Indenture or in
the Debentures shall be invalid, illegal or unenforceable, then (to the extent
permitted by law) the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

      Section 19.13. Table of Contents, Headings, Etc. The table of contents and
the titles and headings of the Articles and Sections of this Indenture have been
inserted for convenience of

                                       94

<PAGE>

reference only, are not considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.

      Section 19.14. Trustee Acknowledgement. The Bank of New York Trust
Company, N.A. hereby accepts the duties of Trustee in this Indenture declared
and provided, upon the terms and conditions herein above set forth.

                                       95

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed.

                        GENCORP INC.

                        By: /s/ Mark A. Whitney
                            ----------------------------------------------------
                            Name: Mark A. Whitney
                            Title: Vice President, Law, Deputy General Counsel
                                   and Assistant Secretary

                        THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

                         By: /s/ Sandee' Parks
                             -------------------------------------------------
                             Name: Sandee' Parks
                             Title: Vice President

<PAGE>

                                                                       EXHIBIT A

      [Include only for Global Debentures]

      [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY," WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES)
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
ANY PAYMENT HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

      [Include only for Debentures that are Restricted Securities]

      THIS SECURITY AND THE SHARES OF GENCORP INC. (THE "COMPANY") COMMON STOCK
("COMMON STOCK") ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

      THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE LAST
DATE ON WHICH THE 2-1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2024 OF THE
COMPANY WERE ORIGINALLY ISSUED AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (D)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE

                                      A-1

<PAGE>

RIGHTS OF THE COMPANY AND THE WITHIN MENTIONED TRUSTEE PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING CASES, WHERE REGISTRATION OR TRANSFER OF THIS
SECURITY IS REQUIRED, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER THE RESALE RESTRICTION TERMINATION
DATE UPON THE REQUEST OF THE HOLDER AND THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATES AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY.

                                      A-2

<PAGE>

                                  GENCORP INC.

               2 1/4% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2024

                                                              CUSIP: 368682 AK 6

No. 1                                                         $_________________

            GenCorp Inc., a corporation duly organized and validly existing
under the laws of the State of Ohio (herein called the "COMPANY," which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received hereby promises to pay to CEDE & CO. or its
registered assigns, [the principal sum of _________________DOLLARS] [the
principal sum set forth on Schedule I hereto, which amount shall not exceed
______________ ($________),](1) on November 15, 2024 at the office or agency of
the Company maintained for that purpose in accordance with the terms of the
Indenture, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts, and to pay Interest, semi-annually on May 15 and November 15 of each year
(each, an "INTEREST PAYMENT DATE"), commencing May 15, 2005, on said principal
sum at said office or agency, in like coin or currency, at the rate per annum of
2 1/4%, from the November 15 or May 15, as the case may be, next preceding the
date of this Debenture to which Interest has been paid or duly provided for,
unless the date hereof is a date to which Interest has been paid or duly
provided for, in which case from the date of this Debenture, or unless no
Interest has been paid or duly provided for on the Debentures, in which case
from November 23, 2004 until payment of said principal sum has been made or duly
provided for. Except as otherwise provided in the Indenture, the Interest
payable on the Debenture pursuant to the Indenture on any May 15 or November 15
will be paid to the Person entitled thereto as it appears in the Debenture
Register at the close of business on the record date, which shall be the May 1
or November 1 (whether or not a Business Day) (each a "RECORD DATE") next
preceding such May 15 or November 15, as provided in the Indenture; provided
that any such Interest not punctually paid or duly provided for shall be payable
as provided in the Indenture. The Company shall pay Interest (i) on any
Debentures in certificated form by check mailed to the address of the Person
entitled thereto as it appears in the Debenture Register or (ii) on any Global
Debenture by wire transfer of immediately available funds to the account of the
Depositary or its nominee.

      Reference is made to the further provisions of this Debenture set forth on
the reverse hereof, including, without limitation, provisions subordinating the
payment of principal of (and premium, if any) and Interest on the Debentures to
the prior payment in full of all Senior Indebtedness, as defined in the
Indenture, and provisions giving the holder of this Debenture the right to
convert this Debenture on the terms and subject to the limitations referred to
on the

(1) for Global NOtes Only

                                      A-3

<PAGE>

reverse hereof and as more fully specified in the Indenture. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

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

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

                                      A-4

<PAGE>

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

Dated:

                                    GENCORP INC.

                                    By: _____________________________________
                                        Name:
                                        Title:

                                      A-5

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE DEBENTURES DESCRIBED IN THE WITHIN-NAMED INDENTURE.

              THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE

By: _________________________________
    Authorized Signatory

                                      , or

By: _________________________________
    As Authenticating Agent
    (if different from Trustee)

By: _________________________________
    Authorized Signatory

                                      A-6

<PAGE>

                          FORM OF REVERSE OF DEBENTURE

                                  GENCORP INC.

               2 1/4% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2024

      This Debenture is one of a duly authorized issue of Debentures of the
Company, designated as its 2 1/4% Convertible Subordinated Debentures due 2024
(herein called the "DEBENTURES"), issued and to be issued under and pursuant to
an Indenture dated as of November 23, 2004 (herein called the "INDENTURE"),
between the Company and The Bank of New York Trust Company, N.A., as trustee
(herein called the "TRUSTEE"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Debentures. In the event of any
inconsistency between the terms of the Indenture and this Debenture, the terms
of the Indenture shall prevail.

      In case an Event of Default shall have occurred and be continuing, the
principal of and accrued and unpaid Interest on all Debentures may be declared
by either the Trustee or the holders of not less than 25% in aggregate principal
amount of the Debentures then Outstanding, and upon said declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.

      The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of at least a majority in aggregate principal
amount of the Debentures at the time Outstanding, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the holders of the Debentures; provided that no such
supplemental indenture shall (i) extend the fixed maturity of any Debenture,
reduce the rate or extend the time of payment of Interest thereon, reduce the
principal amount thereof, reduce any amount payable upon redemption or
repurchase thereof, impair the right of any Debenture holder to institute suit
for the payment thereof, make the principal thereof (and premium, if any) or
Interest thereon payable in any coin or currency other than that provided in the
Debentures, change the obligation of the Company to redeem any Debenture on a
redemption date in a manner adverse to the holders of the Debentures, change the
obligation of the Company to repurchase any Debenture upon the happening of a
Designated Event in a manner adverse to the holders of the Debentures, change
the obligation of the Company to repurchase any Debenture on a Repurchase Date
in a manner adverse to the holders of the Debentures, impair the right to
convert the Debentures subject to the terms set forth in the Indenture,
including Section 17.06 thereof, reduce the number of shares of Common Stock or
amount of other property receivable upon conversion of the Debentures, modify
the subordination provisions of this Indenture (including the definition of
Senior Indebtedness) in a material respect in a manner adverse to the holder of
Debentures without the consent of the holder of each Debenture so affected,
modify any of the provisions of Section 12.02 or Section 8.07 thereof (except to
increase any such percentage or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the holder of each
Debenture so affected), or reduce the quorum or voting requirements set forth in
Article 11 or (ii) reduce the aforesaid

                                      A-7

<PAGE>

percentage of Debentures, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of all
Debentures then Outstanding.

      Subject to the provisions of the Indenture, the holders of a majority in
aggregate principal amount of the Debentures at the time Outstanding may on
behalf of the holders of all of the Debentures waive any past default or Event
of Default under the Indenture and its consequences except (A) a default in the
payment of Interest, or the principal of, any of the Debentures, (B) a failure
by the Company to convert any Debentures into cash and, if applicable, Common
Stock, (C) a default in the payment of the redemption price pursuant to Article
3 of the Indenture, (D) a default in the payment of the repurchase price
pursuant to Article 3 of the Indenture, or (E) a default in respect of a
covenant or provision of the Indenture that under Article 12 of the Indenture
cannot be modified or amended without the consent of the holders of each or all
Debentures then Outstanding or affected thereby. Any such consent or waiver by
the holder of this Debenture (unless revoked as provided in the Indenture) shall
be conclusive and binding upon such holder and upon all future holders and
owners of this Debenture and any Debentures that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Debenture or such other Debentures.

      The indebtedness evidenced by the Debentures 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, as defined
in the Indenture. Any Holder by accepting this Debenture agrees to and shall be
bound by such subordination provisions and authorizes the Trustee to give them
effect.

      No reference herein to the subordination provisions of the Indenture and
no provision of this Debenture or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and Interest on this Debenture at the place,
at the respective times, at the rate and in the coin or currency herein
prescribed.

      Interest on the Debentures shall be computed on the basis of a 360-day
year of twelve 30-day months.

      The Debentures are issuable in fully registered form, without coupons, in
denominations of $1,000 principal amount and any multiple of $1,000. At the
office or agency of the Company referred to in the Indenture, and in the manner
and subject to the limitations provided in the Indenture, without payment of any
service charge but with payment of a sum sufficient to cover any tax, assessment
or other governmental charge that may be imposed in connection with any
registration or exchange of Debentures, Debentures may be exchanged for a like
aggregate principal amount of Debentures of any other authorized denominations.

      The Company may not redeem any Debentures before November 20, 2011. On or
after November 20, 2011 and prior to November 15, 2014, the Debentures may be
redeemed at any time or from time to time at the option of the Company in whole
or in part, if the Closing Sale Price of the Common Stock exceeds 140% of the
Conversion Price for at least 20 Trading Days in any 30 consecutive Trading Day
period, including the last day of the period, at a redemption price equal to
100% of the principal amount of the Debentures being redeemed, together with

                                      A-8

<PAGE>

accrued and unpaid Interest to, but excluding, the date fixed for redemption,
payable in cash, plus the Coupon Make-Whole Payment, subject in each case to the
terms provided in the Indenture. On or after November 15, 2014, the Debentures
may be redeemed at any time or from time to time at the option of the Company,
in whole or in part, for cash at 100% of the principal amount of the Debentures
being redeemed, together with accrued and unpaid Interest to, but excluding, the
date fixed for redemption, subject in each case to the terms provided in the
Indenture.

      The Company may not give notice of any redemption of the Debentures if a
default in the payment of Interest on the Debentures has occurred and is
continuing.

      The Debentures are not subject to redemption through the operation of any
sinking fund.

      If a Designated Event occurs at any time prior to maturity of the
Debentures, the Debentures may be repurchased at the option of the holders of
the Debentures on a Designated Event Repurchase Date, not less than twenty (20)
nor more than thirty-five (35) Business Days after notice thereof, at the option
of the holder of this Debenture at a redemption price equal to 100% of the
principal amount thereof, together with accrued and unpaid Interest to (but
excluding) the Designated Event Repurchase Date, together with any Make-Whole
Premium to the extent applicable in accordance with the terms of the Indenture;
provided that if such Designated Event Repurchase Date falls after a Record Date
and prior the corresponding Interest Payment Date, the Interest payable on such
Interest Payment Date shall be paid to the holder of record of this Debenture on
the corresponding Record Date. The Debentures will be redeemable in multiples of
$1,000 principal amount. The Company shall mail, or cause the Trustee to mail,
to all holders of record of the Debentures a notice of the repurchase right
arising as a result of a Designated Event on or before the 20th day after the
occurrence of such Designated Event. For a Debenture to be so repurchased at the
option of the holder, the Company must receive at the office or agency of the
Company maintained for that purpose in accordance with the terms of the
Indenture, such Debenture with the form entitled "OPTION TO ELECT REPURCHASE
UPON A DESIGNATED EVENT" on the reverse thereof duly completed, together with
such Debenture, duly endorsed for transfer, on or before the Designated Event
Expiration Time.

      Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the holder, all or any portion of
the Debentures held by such holder on November 20, 2011, November 15, 2014 and
November 15, 2019 in whole multiples of $1,000 at a purchase price of 100% of
the principal amount, plus any accrued and unpaid Interest on such Debenture up
to the Repurchase Date. To exercise such right, a holder shall deliver to the
Company such Debenture with the form entitled "REPURCHASE Notice" on the reverse
thereof duly completed, together with the Debenture, duly endorsed for transfer,
at any time from the opening of business on the date that is twenty (20)
Business Days prior to such Repurchase Date until the close of business on the
Business Day preceding the Repurchase Date, and shall deliver the Debentures to
the Trustee (or other paying agent appointed by the Company) as set forth in the
Indenture.

      Holders have the right to withdraw any Option to Elect Repurchase Upon a
Designated Event or Repurchase Notice, as the case may be, by delivering to the
Trustee (or other paying agent appointed by the Company) a written notice of
withdrawal up to 5:00 p.m., New York City

                                      A-9

<PAGE>

time, on the Designated Event Repurchase Date or Repurchase Date, as the case
may be, all as provided in the Indenture.

      Subject to the occurrence of certain events and in compliance with the
provisions of the Indenture, prior to the close of business on the Business Day
preceding November 15, 2024, the holder hereof has the right, at its option, to
convert each $1,000 principal amount of the Debentures into cash and, if
applicable, shares of Common Stock, in accordance with Section 17.13 of the
Indenture, at the Conversion Rate in effect at such time, upon surrender of this
Debenture with the form entitled "CONVERSION NOTICE" on the reverse thereof duly
completed, to the Company at the office or agency of the Company maintained for
that purpose in accordance with the terms of the Indenture, or at the option of
such holder, the Corporate Trust Office, and, unless the shares issuable on
conversion are to be issued in the same name as this Debenture, duly endorsed
by, or accompanied by instruments of transfer in form satisfactory to the
Company duly executed by, the holder or by his duly authorized attorney. If on
any Conversion Date, the Company is required to pay Liquidated Damages pursuant
to the Registration Rights Agreement, the Conversion Rate on such date will be
multiplied by 1.03. The Company will notify the holder hereof of any event
triggering the right to convert the Debentures as specified above in accordance
with the Indenture.

      No adjustment in respect of Interest on any Debenture converted or
dividends on any shares issued upon conversion of such Debenture will be made
upon any conversion except as set forth in the next sentence. If this Debenture
(or portion hereof) is surrendered for conversion during the period from the
close of business on any Record Date for the payment of Interest to the close of
business on the Business Day preceding the following Interest Payment Date, this
Debenture (or portion hereof being converted) must be accompanied by payment, in
immediately available funds or other funds acceptable to the Company, of an
amount equal to the Interest otherwise payable on such Interest Payment Date on
the principal amount being converted; provided that no such payment shall be
required (1) if the Company has specified a redemption date that is after a
Record Date but prior to the next Interest Payment Date, (2) if the Company has
specified a Designated Event Repurchase Date during such period or (3) to the
extent of any overdue Interest, if any overdue Interest exists on the Conversion
Date with respect to such Debenture.

      No fractional shares will be issued upon any conversion, but an adjustment
and payment in cash will be made, as provided in the Indenture, in respect of
any fraction of a share which would otherwise be issuable upon the surrender of
any Debenture or Debentures for conversion.

      A Debenture in respect of which a holder is exercising its right to
require repurchase upon a Designated Event or repurchase on a Repurchase Date
may be converted only if such holder withdraws its election to exercise either
such right in accordance with the terms of the Indenture.

      Any Debentures called for redemption, unless surrendered for conversion by
the holders thereof on or before the close of business on the Business Day
preceding the redemption date, may be deemed to be redeemed from the holders of
such Debentures for an amount equal to the applicable redemption price
(including any Coupon Make-Whole Payment to the extent applicable), together
with accrued but unpaid Interest to, but excluding, the date fixed for

                                      A-10

<PAGE>

redemption, by one or more investment banks or other purchasers who may agree
with the Company (i) to purchase such Debentures from the holders thereof and
convert them in accordance with the terms of the Indenture and (ii) to make
payment for such Debentures as aforesaid to the Trustee in trust for the
holders.

      The Company, the Trustee, any authenticating agent, any paying agent, any
conversion agent and any Debenture Registrar may deem and treat the registered
holder hereof as the absolute owner of this Debenture (whether or not this
Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereon made by anyone other than the Company or any Debenture
Registrar) for the purpose of receiving payment hereof, or on account hereof,
for the conversion hereof and for all other purposes, and neither the Company
nor the Trustee nor any other authenticating agent nor any paying agent nor
other conversion agent nor any Debenture Registrar shall be affected by any
notice to the contrary. All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid, satisfy and
discharge liability for monies payable on this Debenture.

      No recourse for the payment of the principal of (and premium, if any) or
Interest on this Debenture, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any supplemental indenture or in
any Debenture, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, employee, agent,
officer or director or subsidiary, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

Terms used in this Debenture and defined in the Indenture are used herein as
therein defined.

                                      A-11

<PAGE>

                                  ABBREVIATIONS

      The following abbreviations, when used in the inscription of the face of
this Debenture, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM - as tenants in common          UNIF GIFT MIN ACT - ____ Custodian ____
TEN ENT - as tenant by the entireties   (Cust)  (Minor)
                                        under Uniform Gifts to Minors Act

JT TEN - as joint tenants with right
         of survivorship and not as
         tenants in common

                                        ______________________________
                                                   (State)

      Additional abbreviations may also be used though not in the above list.

                                      A-12

<PAGE>

                                CONVERSION NOTICE

TO: GENCORP INC.
    THE BANK OF NEW YORK TRUST COMPANY, N.A.

      The undersigned registered owner of this Debenture hereby irrevocably
exercises the option to convert this Debenture, or the portion thereof (which is
$1,000 or a multiple thereof) below designated, in accordance with the terms of
the Indenture referred to in this Debenture, and directs that the cash and, if
applicable, the shares of Common Stock issuable and deliverable upon such
conversion, together with any check in payment for fractional shares and any
Debentures representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture. If shares of Common Stock or
any portion of this Debenture not converted are to be issued in the name of a
person other than the undersigned, the undersigned will provide the appropriate
information below and pay all transfer taxes payable with respect thereto. Any
amount required to be paid by the undersigned on account of interest accompanies
this Debenture.

Dated: _____________________________

                                        _______________________________

                                        _______________________________
                                        Signature(s)

                                        Signature(s) must be guaranteed by an
                                        "ELIGIBLE GUARANTOR INSTITUTION" meeting
                                        the requirements of the Debenture
                                        Registrar, which requirements include
                                        membership or participation in the
                                        Security Transfer Agent Medallion
                                        Program ("STAMP") or such other
                                        "SIGNATURE GUARANTEE PROGRAM" as may be
                                        determined by the Debenture Registrar in
                                        addition to, or in substitution for,
                                        STAMP, all in accordance with the
                                        Securities Exchange Act of 1934, as
                                        amended.

                                        _______________________________

                                        Signature Guarantee

                                      A-13

<PAGE>

      Fill in the registration of shares of Common Stock if to be issued, and
Debentures if to be delivered, other than to and in the name of the registered
holder:

(Name)

(Street Address)

(City, State and Zip Code)

Please print name and address

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

$ __________________________________

Social Security or Other Taxpayer
    Identification Number:

____________________________________

                                      A-14

<PAGE>

                         REVOCATION OF CONVERSION NOTICE

TO: GENCORP INC.
    THE BANK OF NEW YORK TRUST COMPANY, N.A.

      The undersigned registered owner of this Debenture, having received the
notice from the Company referred to in the last paragraph of Section 17.02 of
the Indenture, hereby elects to revoke its Conversion Notice in accordance with
the provisions of Section 17.02 of the Indenture.

Dated: _____________________________

                                        _________________________________

                                        _________________________________
                                        Signature(s)

                                        Signature(s) must be guaranteed by an
                                        "ELIGIBLE GUARANTOR INSTITUTION" meeting
                                        the requirements of the Debenture
                                        Registrar, which requirements include
                                        membership or participation in the
                                        Security Transfer Agent Medallion
                                        Program ("STAMP") or such other
                                        "SIGNATURE GUARANTEE PROGRAM" as may be
                                        determined by the Debenture Registrar in
                                        addition to, or in substitution for,
                                        STAMP, all in accordance with the
                                        Securities Exchange Act of 1934, as
                                        amended.

                                        _________________________________
                                        Signature Guarantee

                                      A-15

<PAGE>

                           OPTION TO ELECT REPURCHASE
                             UPON A DESIGNATED EVENT

TO: GENCORP INC.
    THE BANK OF NEW YORK TRUST COMPANY, N.A.

      Pursuant to the terms of the Indenture and the Debentures, the undersigned
registered owner of this Debenture hereby acknowledges receipt of a notice from
GenCorp Inc. (the "COMPANY") as to the occurrence of a Designated Event with
respect to the Company and requests and instructs the Company to repurchase the
entire principal amount of this Debenture, or the portion thereof (which is
$1,000 or a multiple thereof) below designated, in accordance with the terms of
the Indenture referred to in this Debenture at the price of 100% of such entire
principal amount or portion thereof, together with accrued and unpaid Interest
to, but excluding, the Designated Event Repurchase Date, together with the
Make-Whole Premium, if any (payable in accordance with the terms of the
Indenture), to the registered holder hereof. Capitalized terms used herein but
not defined shall have the meanings ascribed to such terms in the Indenture. The
Debentures shall be repurchased by the Company as of the Designated Event
Repurchase Date pursuant to the terms and conditions specified in the Debentures
and the Indenture.

Dated: ____________________________

                                        _________________________________

                                        _________________________________
                                        Signature(s)

                                        NOTICE: The above signatures of the
                                        holder(s) hereof must correspond with
                                        the name as written upon the face of the
                                        Debenture in every particular without
                                        alteration or enlargement or any change
                                        whatever.

                                        Debenture Certificate Number, if
                                        applicable: ______________

                                        Principal amount to be repurchased (if
                                        less than all) (must be in integral
                                        multiples of $1,000):

                                        _________________________________

                                      A-16

<PAGE>

                                        _________________________________
                                        Social Security or Other Taxpayer
                                        Identification Number

                                      A-17

<PAGE>

                                REPURCHASE NOTICE

TO: GENCORP INC.
    THE BANK OF NEW YORK TRUST COMPANY, N.A.

      Pursuant to the terms of the Indenture and the Debentures, the undersigned
registered owner of this Debenture hereby acknowledges receipt of a notice from
GenCorp Inc. (the "COMPANY") regarding the right of holders to elect to require
the Company to repurchase the Debentures and requests and instructs the Company
to repurchase the entire principal amount of this Debenture, or the portion
thereof (which is $1,000 or an integral multiple thereof) below designated, in
accordance with the terms of the Indenture at the price of 100% of such entire
principal amount or portion thereof, together with accrued and unpaid Interest
to, but excluding, the Repurchase Date, to the registered holder hereof.
Capitalized terms used herein but not defined shall have the meanings ascribed
to such terms in the Indenture. The Debentures shall be repurchased by the
Company as of the Repurchase Date pursuant to the terms and conditions specified
in the Indenture.

      Dated:

      Signature(s):

      NOTICE: The above signatures of the holder(s) hereof must correspond with
the name as written upon the face of the Debenture in every particular without
alteration or enlargement or any change whatever.

      Debenture Certificate Number (if applicable):

      Principal amount to be repurchased (if less than all) (must be in integral
multiples of $1,000):

      Social Security or Other Taxpayer Identification Number:

                                      A-18

<PAGE>

                                   ASSIGNMENT

      For value received __________hereby sell(s) assign(s) and transfer(s) unto
_______ ___________________(Please insert social security or other Taxpayer
Identification Number of assignee) the within Debenture, and hereby irrevocably
constitutes and appoints ____________________attorney to transfer said Debenture
on the books of the Company, with full power of substitution in the premises.

      In connection with any transfer of the Debenture 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 undersigned confirms that such
Debenture is being transferred:

      [ ]   To GenCorp Inc. or a subsidiary thereof; or

      [ ]   To a "qualified institutional buyer" in compliance with Rule 144A
            under the Securities Act of 1933, as amended; or

      [ ]   Pursuant to and in compliance with Rule 144 under the Securities Act
            of 1933, as amended; or

      [ ]   Pursuant to a Registration Statement that has been declared
            effective under the Securities Act of 1933, as amended, and that
            continues to be effective at the time of transfer;

and, subject to the foregoing, unless the Debenture has been transferred to
GenCorp Inc. or a subsidiary thereof, the undersigned confirms that such
Debenture is not being transferred to an "affiliate" of the Company as defined
in Rule 144 under the Securities Act of 1933, as amended.

      Unless one of the boxes is checked, the Trustee will refuse to register
any of the Debentures evidenced by this certificate in the name of any person
other than the registered holder thereof.

Dated: _____________________

                                        ____________________________________

                                        ____________________________________
                                        Signature(s)

                                        Signature(s) must be guaranteed by an
                                        "ELIGIBLE GUARANTOR INSTITUTION" meeting
                                        the requirements of the Debenture
                                        Registrar, which requirements include
                                        membership or participation in the
                                        Security Transfer Agent

                                      A-19

<PAGE>

                                        Medallion Program ("STAMP") or such
                                        other "SIGNATURE GUARANTEE PROGRAM" as
                                        may be determined by the Debenture
                                        Registrar in addition to, or in
                                        substitution for, STAMP, all in
                                        accordance with the Securities Exchange
                                        Act of 1934, as amended.

                                        ____________________________________
                                        Signature Guarantee

NOTICE: The signature on the Conversion Notice, the Revocation of Conversion
Notice, the Option to Elect Redemption Upon a Designated Event, the Repurchase
Notice or the Assignment must correspond with the name as written upon the face
of the Debenture in every particular without alteration or enlargement or any
change whatever.

                                      A-20

<PAGE>

                                                                      Schedule I

                   [Include Schedule I only for a Global Note]

                                  GENCORP INC.
               2 1/4% Convertible Subordinated Debenture due 2024

      The initial principal amount of this Debenture is $____________________ .
The following increases or decreases in the principal amount of this Debenture
have been made:

<TABLE>
<CAPTION>
                                                                                AUTHORIZED SIGNATURE
                                             NOTATION EXPLAINING PRINCIPAL            OF TRUSTEE
DATE                    PRINCIPAL AMOUNT             AMOUNT RECORDED                 OR CUSTODIAN
----                    ----------------             ---------------                 ------------
<S>                     <C>                  <C>                                <C>
</TABLE>

                                  Schedule I-1