<PAGE>

                                                                     EXHIBIT 4.1

                             SYNAPTICS INCORPORATED

                                    AS ISSUER

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

                     AMERICAN STOCK TRANSFER & TRUST COMPANY

                                   AS TRUSTEE

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

              0.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024

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

                                    INDENTURE

                          DATED AS OF DECEMBER 7, 2004

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE..........................................................    1
         Section 1.1.         Definitions.....................................................................    1
         Section 1.2.         Incorporation by Reference of Trust Indenture Act...............................   12
         Section 1.3.         Rules of Construction...........................................................   12
         Section 1.4.         Acts of Holders.................................................................   13

ARTICLE II THE NOTES..........................................................................................   14
         Section 2.1.         Form and Dating.................................................................   14
         Section 2.2.         Execution and Authentication....................................................   15
         Section 2.3.         Registrar, Paying Agent, Conversion Agent and Bid Solicitation Agent............   16
         Section 2.4.         Paying Agent to Hold Assets in Trust............................................   17
         Section 2.5.         Holder Lists....................................................................   17
         Section 2.6.         Transfer and Exchange...........................................................   17
         Section 2.7.         Replacement Notes...............................................................   18
         Section 2.8.         Outstanding Notes; Determinations of Holders' Action............................   19
         Section 2.9.         Temporary Notes.................................................................   19
         Section 2.10.        Cancellation....................................................................   20
         Section 2.11.        Persons Deemed Owners...........................................................   20
         Section 2.12.        Additional Transfer and Exchange Requirements...................................   20
         Section 2.13.        CUSIP Numbers...................................................................   25

ARTICLE III REDEMPTION OF NOTES...............................................................................   26
         Section 3.1.         The Company's Right to Redeem; Notice to Trustee................................   26
         Section 3.2.         Selection of Notes to Be Redeemed...............................................   26
         Section 3.3.         Notice of Redemption............................................................   27
         Section 3.4.         Effect of Notice of Redemption..................................................   27
         Section 3.5.         Deposit of Redemption Price.....................................................   28
         Section 3.6.         Notes Redeemed in Part..........................................................   28
         Section 3.7.         Repayment to the Company........................................................   28
         Section 3.8.         No Sinking Fund.................................................................   28
         Section 3.9.         Availability of Shelf Registration Statement....................................   28

ARTICLE IV PURCHASE AT THE OPTION OF HOLDERS ON SPECIFIC DATES................................................   29
         Section 4.1.         Optional Put....................................................................   29
         Section 4.2.         Effect of Purchase Notice; Withdrawal of Purchase Notice........................   31
         Section 4.3.         Deposit of Purchase Price.......................................................   32
         Section 4.4.         Certificated Securities Purchased in Part.......................................   32
         Section 4.5.         Covenant to Comply With Securities Laws Upon Purchase of Notes..................   32
         Section 4.6.         Repayment to the Company........................................................   32
         Section 4.7.         No Purchase Upon Event of Default...............................................   33
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                              <C>
ARTICLE V PURCHASE AT THE OPTION OF HOLDERS  UPON A FUNDAMENTAL CHANGE........................................   33
         Section 5.1.         Fundamental Change Put..........................................................   33
         Section 5.2.         Effect of Fundamental Change Purchase Notice....................................   36
         Section 5.3.         Deposit of Fundamental Change Purchase Price....................................   37
         Section 5.4.         Certificated Securities Purchased in Part.......................................   37
         Section 5.5.         Covenant to Comply With Securities Laws Upon Purchase of Notes..................   37
         Section 5.6.         Repayment to the Company........................................................   38

ARTICLE VI COVENANTS..........................................................................................   38
         Section 6.1.         Payment of Notes................................................................   38
         Section 6.2.         SEC and Other Reports to the Trustee............................................   39
         Section 6.3.         Compliance Certificate..........................................................   40
         Section 6.4.         Further Instruments and Acts....................................................   40
         Section 6.5.         Maintenance of Office or Agency of the Trustee, Registrar, Paying Agent
                              and Conversion Agent............................................................   40
         Section 6.6.         Delivery of Information Required Under Rule 144A................................   40
         Section 6.7.         Waiver of Stay, Extension or Usury Laws.........................................   41
         Section 6.8.         Statement by Officers as to Default.............................................   41

ARTICLE VII SUCCESSOR CORPORATION.............................................................................   41
         Section 7.1.         When Company May Merge or Transfer Assets.......................................   41

ARTICLE VIII DEFAULTS AND REMEDIES............................................................................   42
         Section 8.1.         Events of Default...............................................................   42
         Section 8.2.         Acceleration....................................................................   44
         Section 8.3.         Other Remedies..................................................................   45
         Section 8.4.         Waiver of Past Defaults.........................................................   45
         Section 8.5.         Control by Majority.............................................................   45
         Section 8.6.         Limitation on Suits.............................................................   45
         Section 8.7.         Rights of Holders to Receive Payment or to Convert..............................   46
         Section 8.8.         Collection Suit by Trustee......................................................   46
         Section 8.9.         Trustee May File Proofs of Claim................................................   46
         Section 8.10.        Priorities......................................................................   47
         Section 8.11.        Undertaking for Costs...........................................................   47

ARTICLE IX TRUSTEE............................................................................................   48
         Section 9.1.         Duties of Trustee...............................................................   48
         Section 9.2.         Rights of Trustee...............................................................   49
         Section 9.3.         Individual Rights of Trustee....................................................   51
         Section 9.4.         Trustee's Disclaimer............................................................   51
         Section 9.5.         Notice of Defaults..............................................................   51
         Section 9.6.         Reports by Trustee to Holders...................................................   51
         Section 9.7.         Compensation and Indemnity......................................................   51
         Section 9.8.         Replacement of Trustee..........................................................   52
         Section 9.9.         Successor Trustee by Merger.....................................................   53
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                              <C>
         Section 9.10.        Eligibility; Disqualification...................................................   53
         Section 9.11.        Preferential Collection of Claims Against Company...............................   54

ARTICLE X DISCHARGE OF INDENTURE..............................................................................   54
         Section 10.1.        Discharge of Liability on Notes.................................................   54
         Section 10.2.        Deposited Monies to Be Held in Trust by Trustee.................................   54
         Section 10.3.        Repayment to the Company........................................................   55

ARTICLE XI AMENDMENTS.........................................................................................   55
         Section 11.1.        Without Consent of Holders of Notes.............................................   55
         Section 11.2.        With Consent of Holders of Notes................................................   56
         Section 11.3.        Compliance with Trust Indenture Act.............................................   58
         Section 11.4.        Revocation and Effect of Consents, Waivers and Actions..........................   58
         Section 11.5.        Notation on or Exchange of Notes................................................   58
         Section 11.6.        Trustee to Sign Supplemental Indentures.........................................   58
         Section 11.7.        Effect of Supplemental Indentures...............................................   58

ARTICLE XII CONVERSION........................................................................................   59
         Section 12.1.        Conversion Right................................................................   59
         Section 12.2.        Conversion Procedures; Conversion Rate; Fractional Shares.......................   61
         Section 12.3.        Adjustment of Conversion Rate...................................................   64
         Section 12.4.        Consolidation or Merger of the Company..........................................   72
         Section 12.5.        Notice of Adjustment............................................................   74
         Section 12.6.        Notice in Certain Events........................................................   74
         Section 12.7.        Company To Reserve Stock:  Registration; Listing................................   75
         Section 12.8.        Taxes on Conversion.............................................................   76
         Section 12.9.        Conversion After Regular Record Date............................................   76
         Section 12.10.       Company Determination Final.....................................................   77
         Section 12.11.       Responsibility of Trustee for Conversion Provisions.............................   77
         Section 12.12.       Option to Satisfy Conversion Obligation with Cash, Common Stock or
                              Combination Thereof.............................................................   77
         Section 12.13.       Conversion After a Public Acquirer Change of Control............................   80

ARTICLE XIII SUBORDINATION....................................................................................   81
         Section 13.1.        Agreement to Subordinate........................................................   81
         Section 13.2.        Liquidation, Dissolution, Bankruptcy............................................   81
         Section 13.3.        Default on Senior Debt..........................................................   81
         Section 13.4.        Acceleration of Notes...........................................................   82
         Section 13.5.        When Distribution Must Be Paid Over.............................................   82
         Section 13.6.        Notice by Company...............................................................   83
         Section 13.7.        Subrogation.....................................................................   83
         Section 13.8.        Relative Rights.................................................................   83
         Section 13.9.        Subordination May Not Be Impaired by Company....................................   84
         Section 13.10.       Distribution or Notice to Representative........................................   84
         Section 13.11.       Rights of Trustee and Paying Agent..............................................   84
         Section 13.12.       Authorization to Effect Subordination...........................................   85
         Section 13.13.       Article Applicable to Paying Agents.............................................   85
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                              <C>
         Section 13.14.       Senior Debt Entitled to Rely....................................................   85
         Section 13.15.       Permitted Payments..............................................................   85
         Section 13.16.       No Waiver of Subordination Provisions...........................................   85

ARTICLE XIV CONTINGENT INTEREST...............................................................................   86
         Section 14.1.        Contingent Interest.............................................................   86
         Section 14.2.        Payment of Contingent Interest; Contingent Interest Rights Preserved............   86

ARTICLE XV TAX TREATMENT......................................................................................   86

ARTICLE XVI MISCELLANEOUS.....................................................................................   87
         Section 16.1.        Trust Indenture Act Controls....................................................   87
         Section 16.2.        Notices.........................................................................   87
         Section 16.3.        Communication by Holders with Other Holders.....................................   88
         Section 16.4.        Certificate and Opinion as to Conditions Precedent..............................   88
         Section 16.5.        Statements Required in Certificate or Opinion...................................   89
         Section 16.6.        Separability Clause.............................................................   89
         Section 16.7.        Rules by Trustee, Paying Agent, Conversion Agent, Registrar.....................   89
         Section 16.8.        Legal Holidays..................................................................   89
         Section 16.9.        Governing Law; Submission to Jurisdiction; Service of Process...................   89
         Section 16.10.       No Recourse Against Others......................................................   90
         Section 16.11.       Successors......................................................................   90
         Section 16.12.       Multiple Originals..............................................................   90
</TABLE>

EXHIBIT A   Form of Note

EXHIBIT B   Form of Certificate to be Delivered by Transferee in Connection
            with Transfers to Institutional Accredited Investors

EXHIBIT C   Form of Restrictive Legend for Common Stock Issues Upon Conversion

SCHEDULE I  Conversion Rate Adjustment Table

                                       iv

<PAGE>

                  INDENTURE, dated as of December 7, 2004, between SYNAPTICS
INCORPORATED, a Delaware corporation (the "COMPANY"), and American Stock
Transfer & Trust Company, as trustee (the "TRUSTEE").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of
its 0.75% Convertible Senior Subordinated Notes due 2024 (the "NOTES") having
the terms, tenor, amount and other provisions hereinafter set forth.

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the holders of the Notes:

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1. Definitions.

                  "ADDITIONAL INTEREST" has the meaning set forth in the
Registration Rights Agreement.

                  "ADDITIONAL SHARES" has the meaning set forth in Section 12.2.

                  "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.

                  "AGENT MEMBERS" has the meaning set forth in Section 2.1(c).

                  "APPLICABLE PROCEDURES" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Note, in each case to the extent
applicable to such transaction and as in effect from time to time.

                  "APPLICABLE STOCK" means (a) the Common Stock and/or (b) in
the event of a transaction referred to in Section 12.4 in which the Notes become
convertible into Equity

<PAGE>

Interests of another Person, such Equity Interests or any other Equity Interests
into which such Equity Interests shall be reclassified or changed.

                  "BANKRUPTCY LAW" means Title 11, United States Code, or any
similar United States federal or state law for the relief of debtors.

                  "BID SOLICITATION AGENT" has the meaning set forth in Section
2.3

                  "BOARD OF DIRECTORS" means either the board of directors of
the Company or any duly authorized committee of such board.

                  "BOARD RESOLUTION" means a resolution of the Board of
Directors or any duly appointed committee thereof.

                  "BUSINESS DAY" means each day of the year other than a
Saturday or a Sunday or other day on which banking institutions in the city of
New York are required or authorized by law, regulation or executive order to
close.

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

                  "CASH AMOUNT" has the meaning set forth in Section 12.12(a).

                  "CASH SETTLEMENT AVERAGING PERIOD" has the meaning set forth
in Section 12.12(a).

                  "CERTIFICATED SECURITIES" means Notes that are in
substantially the form attached hereto as Exhibit A and that do not include the
information called for by footnotes 1 and 3 thereof.

                  "CLOSING SALE PRICE" means with respect to a share of
Applicable Stock on any date, the closing sale price of a share of Applicable
Stock (or, if no closing sale price is reported, the average of the bid and ask
prices or, if there is more than one bid or ask price, the average of the
average bid and the average ask prices) on such date as reported on a national
securities exchange such as the New York Stock Exchange or, if the shares of
Applicable Stock are not listed on a national securities exchange, as reported
by the Nasdaq National Market system or other market on which the Applicable
Stock trades, as applicable. If the Applicable Stock is not listed for trading
on a national securities exchange and not quoted by the Nasdaq National Market
or other market on the relevant date, the "Closing Sale Price" shall be the last
quoted bid for the Applicable Stock in the over-the-counter market on the
relevant date as reported by the National Quotation Bureau or similar
organization. If the Applicable Stock is not so quoted, the "Closing Sale Price"
shall be the average of the midpoint of the last bid and ask prices for the
Applicable Stock on the relevant date from each of at least three nationally
recognized independent investment banking firms selected by the Company for this
purpose.

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

                                       2

<PAGE>

                  "COMMON STOCK" means the common stock, $0.01 par value per
share, of the Company as that stock exists on the date of this Indenture or any
other Equity Interests of the Company into which such Common Stock shall be
reclassified or changed; provided, that after the consummation of any
transaction referred to in Section 12.4, all references to "Common Stock" shall,
to the extent necessary to protect the interests of the Holders of the Notes,
become references to "Applicable Stock.

                  "COMPANY REQUEST" or "COMPANY ORDER" means a written request
or order signed in the name of the Company by any two Officers, at least one of
whom is the Chief Executive Officer or the Chief Financial Officer.

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

                  "CONTINGENT INTEREST" has the meaning set forth in Section
14.1.

                  "CONTINGENT DEBT REGULATIONS" has the meaning set forth in
ARTICLE XV.

                  "CONTINGENT INTEREST PERIOD" has the meaning set forth in
Section 14.2.

                  "CONVERSION AGENT" has the meaning set forth in Section 2.3.

                  "CONVERSION NOTICE" has the meaning set forth in Section
12.2(b).

                  "CONVERSION OBLIGATION" has the meaning set forth in Section
12.1(a).

                   "CONVERSION PRICE" means, at any time, $1,000 divided by the
Conversion Rate in effect at such time, rounded to two decimal places (rounded
up if the third decimal place thereof is 5 or more and otherwise rounded down).

                  "CONVERSION RATE" means the number of shares of Common Stock
issuable upon conversion of each $1,000 of the principal amount of the Notes,
which is initially 19.7918 shares, subject to adjustments as set forth in this
Indenture.

                  "CONVERSION RETRACTION PERIOD" has the meaning set forth in
Section 12.12(a).

                  "CONVERSION SETTLEMENT STOCK PRICE" means the arithmetic
average of the Closing Sale Prices of Common Stock during the Cash Settlement
Averaging Period.

                  "CORPORATE TRUST OFFICE" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 59 Maiden Lane, New York, NY
10038, or such other address as the Trustee may designate from time to time by
notice to the Holders and the Company, or the principal corporate trust office
of any successor Trustee (or such other address as a successor Trustee may
designate from time to time by notice to the Holders and the Company).

                                       3

<PAGE>

                  "CURRENT MARKET PRICE" has the meaning set forth in Section
12.3(g).

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

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

                  "DEPOSITARY" means, with respect to any Global Securities, a
securities clearing agency that is registered as such under the Exchange Act and
is designated by the Company to act as Depositary for such Global Securities (or
any successor securities clearing agency so registered), which shall initially
be DTC.

                  "DISTRIBUTED ASSETS" has the meaning set forth in Section
12.3(d).

                  "DTC" means The Depository Trust Company, a New York
corporation.

                  "EDGAR" has the meaning set forth in Section 6.2(b).

                  "EQUITY INTEREST" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) corporate stock or other
equity participations, including partnership interests, whether general or
limited, of such Person.

                  "EVENT OF DEFAULT" has the meaning set forth in Section 8.1.

                  "EXCESS CONVERSION OBLIGATION" has the meaning set forth in
Section 12.12(a).

                  "EXCHANGE ACT" means the United States Securities Exchange Act
of 1934, as amended.

                  "EX-DIVIDEND TIME" means, with respect to any issuance or
distribution on Common Stock, the first Trading Day on which the Common Stock
trades regular way on the principal securities market on which the Common Stock
is then traded without the right to receive such issuance or distribution.

                  "EXPIRATION TIME" has the meaning set forth in Section
12.3(f).

                  "FAIR MARKET VALUE" has the meaning set forth in Section
12.3(g).

                  "FINAL NOTICE DATE" has the meaning set forth in Section
12.12(a).

                  "FUNDAMENTAL CHANGE" means the occurrence of any of the
following events: (i) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), is or becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a Person shall be deemed to have beneficial ownership of all shares that such
Person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of more than 50% of
the total outstanding

                                       4

<PAGE>

Voting Stock of the Company; (ii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors (together with any new directors whose election to such Board of
Directors or whose nomination for election by the stockholders of the Company
was approved by a vote of at least 66-2/3% of the directors then still in office
who were either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of such Board of Directors then in office; (iii) the
Company consolidates with or merges with or into any Person, or conveys,
transfers, sells or otherwise disposes of or leases all or substantially all of
its assets to any Person, or any corporation consolidates with or merges into or
with the Company, in any such event pursuant to a transaction in which the
outstanding Voting Stock of the Company is changed into or exchanged for cash,
securities or other property, other than any such transaction (x) where the
outstanding Voting Stock of the Company is not changed or exchanged at all
(except to the extent necessary to reflect a change in the jurisdiction of
incorporation of the Company), or (y) where (A) the outstanding Voting Stock of
the Company is changed into or exchanged for cash, securities and other property
(other than Equity Interests of the surviving corporation) and (B) the
stockholders of the Company immediately before such transaction own, directly or
indirectly, immediately following such transaction, more than 50% of the total
outstanding Voting Stock of the surviving corporation; (iv) the Company is
liquidated or dissolved or adopts a plan of liquidation or dissolution other
than in a transaction which complies with the provisions described under ARTICLE
VII; or (v) the Company's Common Stock ceases to be traded on a national
securities exchange or quoted on the Nasdaq National Market or the Nasdaq
SmallCap Market or traded on an established automated over-the-counter trading
market in the United States.

                  Notwithstanding the foregoing provisions, a "Fundamental
Change" shall not be deemed to have occurred if in the case of a merger or
consolidation described in clause (iii) of the definition of Fundamental Change,
all of the consideration, excluding cash payments for fractional shares and cash
payments pursuant to dissenters' appraisal rights, in the merger or
consolidation constituting the Fundamental Change, consists of common stock
traded on a U.S. national securities exchange or quoted on the Nasdaq National
Market or the Nasdaq SmallCap Market (or which shall be so traded or quoted when
issued or exchanged in connection with such Fundamental Change) and as a result
of such transaction or transactions the Notes become convertible solely into
such common stock, excluding cash payments for fractional shares.

                  "FUNDAMENTAL CHANGE PURCHASE DATE" has the meaning set forth
in Section 5.1(a).

                  "FUNDAMENTAL CHANGE PURCHASE NOTICE" has the meaning set forth
in Section 5.1(c).

                  "FUNDAMENTAL CHANGE PURCHASE PRICE" has the meaning set forth
in Section 5.1(a).

                  "GLOBAL SECURITIES" means Notes that are in substantially the
form attached hereto as Exhibit A and that include the information called for by
footnotes 1 and 3 thereof and that are deposited with the Depositary or its
custodian and registered in the name of the Depositary or its nominee.

                                       5

<PAGE>

                  "HOLDER" means a person in whose name a Note, including any
Global Security, is registered on the Registrar's books.

                  "INDEBTEDNESS" means, with respect to any person,

                           (a) all obligations, contingent or otherwise, of such
         person (i) for borrowed money (whether or not the recourse of the
         lender is to the whole of the assets of such person or only to a
         portion thereof), (ii) evidenced by a note, debenture, bond or written
         instrument (including a purchase money obligation), (iii) in respect of
         leases of such person required, in conformity with United States
         generally accepted accounting principles, to be accounted for as
         capitalized lease obligations on the balance sheet of such person; or
         (iv) in respect of letters of credit (including reimbursement
         obligations with respect thereto), local guarantees or bankers'
         acceptances;

                           (b) all obligations secured by a mortgage, pledge,
         lien, encumbrance, charge or adverse claim affecting title or resulting
         in an encumbrance to which the property or assets of such person are
         subject and as are reflected as debt on the balance sheet of such
         person, whether or not the obligations secured thereby shall have been
         assumed by or shall otherwise be such person's legal liability;

                           (c) all obligations of such person under interest
         rate and currency swap agreements, cap, floor and collar agreements,
         spot and forward contracts and similar agreements and arrangements; and

                           (d) all obligations of others of the type described
         in clause (a), (b) or (c) above assumed by or guaranteed in any manner
         by such person or in effect guaranteed by such person through an
         agreement to purchase, contingent or otherwise (and the obligations of
         such person under any such assumptions, guarantees or other such
         arrangements).

                  "INDENTURE" means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof, including the provisions
of the TIA that are explicitly incorporated in this Indenture by reference to
the TIA.

                  "INITIAL PURCHASERS" mean Bear, Stearns & Co. Inc. and Credit
Suisse First Boston LLC, as initial purchasers pursuant to the Purchase
Agreement.

                  "INSTITUTIONAL ACCREDITED INVESTOR" means an institutional
investor that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act.

                  "INTEREST PAYMENT DATE" has the meaning set forth in Exhibit A
attached hereto.

                  "ISSUE DATE" means, with respect to any Note, the date on
which such Note was originally issued or deemed issued as set forth on the face
of the Note.

                  "LEGAL HOLIDAY" means any day other than a Business Day.

                  "NON-ELECTING SHARE" has the meaning set forth Section 12.4.

                                       6

<PAGE>

                  "NOTES" has the meaning set forth in the Recitals.

                  "OBLIGATIONS" means any principal, interest accruing on or
after the filing of any petition of bankruptcy or for reorganization, whether or
not a claim for post-filing interest is allowed in such proceeding, penalties,
fees, charges, expenses, indemnifications, reimbursement obligations, additional
amounts, guarantees and other liabilities or amounts payable under the
documentation governing any indebtedness or in respect thereto.

                  "OFFICER" means the Chief Executive Officer, the President,
the Chief Financial Officer, any Vice President, the Treasurer or the Secretary
of the Company.

                  "OFFICERS' CERTIFICATE" means a written certificate containing
the information specified in Section 16.4 and Section 16.5, signed in the name
of the Company by any two Officers, at least one of whom is the Chief Executive
Officer or the Chief Financial Officer, and delivered to the Trustee. An
Officers' Certificate given pursuant to Section 6.3 shall be signed by the Chief
Financial Officer and one other Officer.

                  "OPINION OF COUNSEL" means a written opinion containing the
information specified in Section 16.4 and Section 16.5, from legal counsel
reasonably satisfactory to the Trustee. The counsel may be an employee of, or
counsel to, the Company.

                  "PAYING AGENT" has the meaning set forth in Section 2.3.

                  "PAYMENT BLOCKAGE NOTICE" has the meaning set forth in Section
13.3(b).

                  "PAYMENT BLOCKAGE PERIOD" has the meaning set forth in Section
13.3(b).

                  "PAYMENT DEFAULT" has the meaning set forth in Section
13.3(a).

                  "PERSON" or "PERSON" means any individual, corporation,
limited liability company, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, or government or any agency or
political subdivision thereof (and for purposes of the definition of
"Fundamental Change" shall also have the meaning set forth in such definition).

                  "PRINCIPAL CONVERSION SETTLEMENT ELECTION" has the meaning set
forth in Section 12.12(a).

                  "PUBLIC ACQUIRER CHANGE OF CONTROL" means any event
constituting a Fundamental Change of the type described in Section 12.3(e) in
which the acquirer has a class of common stock traded on any U.S. national
securities exchange or quoted on the Nasdaq National Market or which will be so
traded or quoted when issued or exchanged in connection with such Fundamental
Change (the "PUBLIC ACQUIRER COMMON STOCK"). If an acquirer does not itself have
a class of common stock satisfying the foregoing requirement, it will be deemed
to have Public Acquirer Common Stock if a Subsidiary of the acquirer has a class
of common stock satisfying the foregoing requirement; in such case, all
references to Public Acquirer Common Stock shall refer to such class of common
stock.

                                       7

<PAGE>

                  "PUBLIC ACQUIRER COMMON STOCK" has the meaning assigned to it
in the definition of Public Acquirer Change of Control.

                  "PUBLIC NOTICE" by the Company shall mean publication of a
notice in a press release through Dow Jones & Co., Inc., Business Wire or
Bloomberg Business News Company or, if such organizations are not in existence
at the time of issuance of such press release, such other news or press
organization as is reasonably calculated to broadly disseminate the relevant
information to the public and publication of such information on the Company's
corporate website or through such other public medium as the Company may use at
that time.

                  "PURCHASE AGREEMENT" means the Purchase Agreement, dated
December 1, 2004, by and between the Company and the Initial Purchasers relating
to the purchase and sale of the Notes.

                  "PURCHASE DATE" has the meaning set forth in Section 4.1(a).

                  "PURCHASE NOTICE" has the meaning set forth in Section 4.1(c).

                  "PURCHASE PRICE" has the meaning set forth in Section 4.1(a).

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

                  "RECORD DATE" has the meaning set forth in Section 12.3(g).

                  "REDEMPTION DATE" means, when used with respect to any Note to
be redeemed, the date fixed for redemption pursuant to this Indenture.

                  "REDEMPTION PRICE" means, when used with respect to any Note
to be redeemed pursuant to any provision in this Indenture, the price at which
it is to be redeemed pursuant to this Indenture and the Notes.

                  "REFERENCE PERIOD" has the meaning set forth in Section
12.3(d).

                  "REGISTER" has the meaning set forth in Section 2.3.

                  "REGISTRAR" has the meaning set forth in Section 2.3.

                  "REGISTRATION DEFAULT PERIOD" means any period in which a
Registration Default (as defined in the Registration Rights Agreement) exists
and has not been cured.

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated December 7, 2004, between the Company, Bear, Stearns & Co.
Inc., and Credit Suisse First Boston LLC, as amended or supplemented from time
to time.

                  "REGULAR RECORD DATE" has the meaning set forth in Exhibit A
attached hereto.

                  "RESPONSIBLE OFFICER" means, when used with respect to the
Trustee, the officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president or assistant treasurer or
any other officer of the Trustee who customarily performs

                                       8

<PAGE>

functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

                  "RESTRICTED CERTIFICATED SECURITY" means a Certificated
Security which is a Transfer Restricted Security.

                  "RESTRICTED GLOBAL SECURITY" means a Global Security that is a
Transfer Restricted Security.

                  "RESTRICTED SECURITY" means a Restricted Certificated Security
or a Restricted Global Security.

                  "RULE 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

                  "SEC" means the United States Securities and Exchange
Commission, or any successor thereto.

                  "SECURITIES ACT" means the United States Securities Act of
1933, as amended, or any successor statute thereto and the rules and regulations
thereunder.

                  "SENIOR CREDIT FACILITY" means that certain Loan and Security
Agreement, dated as of August 30, 2001, between Silicon Valley Bank and the
Company, as amended, modified or extended from time to time.

                  "SENIOR DEBT" means, with respect to the Company, the
principal of, premium, if any, and interest on (including interest accruing
after, or which would accrue but for the filing of a petition initiating any
proceeding pursuant to Bankruptcy Law at the rate specified in the applicable
Senior Debt, whether or not a claim for such interest would be allowed), all
Indebtedness of the Company (i) arising under the Senior Credit Facility or (ii)
as to which the instrument creating or evidencing the same or the assumption or
guarantee thereof (or related agreements or documents to which the Company is a
party) expressly provides that such Indebtedness shall be "Senior Debt" for
purposes of this Indenture, whether outstanding on the date of the Indenture or
thereafter created, incurred, assumed, guaranteed or in effect guaranteed by the
Company (including all deferrals, renewals, extensions or refundings of, or
amendments, modifications or supplements to the foregoing); provided, however,
that Senior Debt does not include:

                           (a) Indebtedness evidenced by the Notes;

                           (b) Indebtedness of the Company to any Subsidiary of
         the Company;

                           (c) any liability for federal, state, foreign, local
         or other taxes owed or owing by the Company; and

                                       9

<PAGE>

                           (d) accounts payable or other liabilities of the
         Company to trade creditors arising in the ordinary course of business.

                  "SETTLEMENT NOTICE PERIOD" has the meaning set forth in
Section 12.12(a).

                  "SHELF REGISTRATION STATEMENT" means any registration
statement to be filed by the Company covering resales by holders of the Notes
and the Common Stock issuable upon conversion of the Notes, as specified in the
Registration Rights Agreement.

                  "SIGNIFICANT SUBSIDIARY" means any existing or future, direct
or indirect, Subsidiary of the Company that would constitute a "significant
subsidiary" as such term is defined under Rule 1-02 of Regulation S-X.

                  "SPECIAL RECORD DATE" has the meaning set forth in Exhibit A
attached hereto.

                  "SPIN-OFF" has the meaning set forth in Section 12.3(d).

                  "STATED MATURITY", when used with respect to any Note, means
December 1, 2024.

                  "STOCK PRICE" means the price paid per share of Common Stock
in a transaction to which Section 12.2(e) applies. If holders of Common Stock
receive only cash in such transaction, the Stock Price shall be the cash amount
paid per share. Otherwise, the Stock Price shall be the average of the Closing
Sale Prices on the five Trading Days prior to but not including the effective
date of such transaction.

                  "SUBSIDIARY" means any person of which at least a majority of
the outstanding Voting Stock shall at the time directly or indirectly be owned
or controlled by the Company or by one or more Subsidiaries or by the Company
and one or more Subsidiaries.

                  "SURRENDERED SECURITY" has the meaning set forth in Section
12.12(a).

                  "TIA" means the United States Trust Indenture Act of 1939 as
in effect on the date of this Indenture; provided, however, that in the event
the TIA is amended after such date, TIA means, to the extent required by any
such amendment, the TIA as so amended.

                  "TRADING DAY" means a day during which trading in securities
generally occurs on the principal U.S. national or regional securities exchange
on which the Applicable Stock is then listed or, if the Applicable Stock is not
listed on a U.S. national or regional securities exchange, on the Nasdaq
National Market system or Nasdaq SmallCap Market system or, if the Applicable
Stock is not listed on a U.S. national or regional securities exchange, and not
quoted on the Nasdaq National Market system or Nasdaq SmallCap Market system, on
the principal other market on which the Applicable Stock is then traded
(provided that no day on which trading of the Applicable Stock is suspended on
such exchange or other trading market will count as a Trading Day) (it being
understood that for purposes of this definition a market shall include obtaining
quotations as provided in the last sentence of the definition of "Closing Sale
Price," if applicable).

                                       10

<PAGE>

                  "TRADING PRICE" means, for any Note on the date of
determination, the average of the secondary market bid quotations per $1,000
Note obtained by the Bid Solicitation Agent for $2,000,000 principal amount of
the Notes at approximately 4:00 p.m., New York city time, on such determination
date from two independent nationally recognized securities dealers selected by
the Company, which may include the Initial Purchasers; provided, however that if
only one such bid can reasonably be obtained by the Bid Solicitation Agent, such
one bid shall be used; provided, further, however if, in the reasonable judgment
of the Company, the bid quotations are not indicative of the secondary market
value of the Notes, then the Trading Price will be determined by the Board of
Directors of the Company based on its good faith estimate of the fair value of
the Notes.

                  "TRANSFER CERTIFICATE" has the meaning set forth in Section
2.12(e).

                  "TRANSFER RESTRICTED SECURITY" has the meaning set forth in
Section 2.12(e).

                  "TRIGGER EVENT" has the meaning set forth in Section 12.3(d).

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

                  "UNDISRUPTED TRADING DAY" means a Trading Day on which the
Applicable Stock does not experience any of the following at any time during the
one-hour period ending at the conclusion of the regular Trading Day:

                           (a) any suspension of or limitation imposed on
         trading of the Applicable Stock on any national or regional securities
         exchange or association or over-the-counter market;

                           (b) any event (other than an event listed in clause
         (c) below) that disrupts or impairs the ability of market participants
         in general to (i) effect transactions in or obtain market values for
         the Applicable Stock on any relevant national or regional securities
         exchange or association or over-the-counter market or (ii) effect
         transactions in or obtain market values for, futures or options
         contracts relating to the Applicable Stock on any relevant national or
         regional securities exchange or association or over-the-counter market;
         or

                           (c) any relevant national or regional securities
         exchange or association or over-the-counter market on which the
         Applicable Stock trades closes on any exchange Trading Day prior to its
         scheduled closing time unless such earlier closing time is announced by
         the exchange at least one hour prior to the earlier of (i) the actual
         closing time for the regular trading session on such exchange and (ii)
         the submission deadline for orders to be entered into the exchange for
         execution on such Trading Day,

if, in the case of clauses (a) and (b) (but not clause (c)) above, the Company
determines the effect of such suspension, limitation, disruption or impairment
is material.

                                       11
<PAGE>

                  "UNRESTRICTED CERTIFICATED SECURITY" means a Certificated
Security that is not a Transfer Restricted Security.

                  "UNRESTRICTED GLOBAL SECURITY" means a Global Security that is
not a Transfer Restricted Security.

                  "VOTING STOCK" of a person means the Equity Interest of such
person 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 such person (irrespective of
whether or not at the time the Equity Interest of any other class or classes
shall have or might have voting power by reason of the happening of any
contingency).

         Section 1.2. Incorporation by Reference of Trust Indenture Act.

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

                  "INDENTURE SECURITIES" means the Notes.

                  "INDENTURE SECURITY HOLDER" means a Holder.

                  "INDENTURE TO BE QUALIFIED" means this Indenture.

                  "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the
Trustee.

                  "OBLIGOR" on the indenture securities means the Company.

                  All other TIA terms used but not defined in this Indenture
that are defined by the TIA, defined by TIA reference to another statute or
defined by SEC rule have the meanings assigned to them by such definitions.

         Section 1.3. Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (c) "or" is not exclusive;

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

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

                                       12

<PAGE>

         Section 1.4. Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company, as
described in Section 16.2. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"ACT" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section 1.4.

                  (b) The fact and date of the execution by any person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such officer the execution thereof.
Where such execution is by a signer acting in a capacity other than such
signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer's authority, if it so states. The
fact and date of the execution of any such instrument or writing, or the
authority of the person executing the same, may also be proved in any other
manner which the Trustee deems sufficient.

                  (c) The principal amount and serial number of any Note and the
record ownership of Notes shall be proved by the Register maintained by the
Registrar for the Notes.

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

                  (e) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
outstanding Notes have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Notes shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date.

                                       13

<PAGE>

                                   ARTICLE II

                                    THE NOTES

         Section 2.1. Form and Dating.

                  (a) The Notes shall be designated as the "0.75% Convertible
Senior Subordinated Notes due 2024" of the Company. The aggregate principal
amount of Notes outstanding at any time may not exceed $100,000,000 (or up to
$125,000,000 if the Initial Purchasers' option to purchase additional Notes set
forth in the Purchase Agreement is exercised in full) except as provided in
Section 2.7.

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A attached hereto, which is
incorporated in and made a part of this Indenture. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage (provided
that any such notation, legend or endorsement required by usage is in a form
acceptable to the Company). The Company shall provide any such notations,
legends or endorsements to the Trustee in writing. Each Note shall be dated the
date of its authentication.

                  (b) Restricted Global Securities. All of the Notes are being
initially offered and sold only to QIBs in reliance on Rule 144A and shall be
issued initially in the form of one or more Restricted Global Securities, which
shall be deposited with the Trustee at its Corporate Trust Office, as custodian
for the Depositary and registered in the name of DTC or the nominee thereof,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided. If any Notes are resold to an Institutional Accredited Investor, the
Company shall duly execute and the Trustee shall duly authenticate and deliver,
in accordance with Section 2.2, one or more additional Restricted Global
Securities, which shall be deposited with the Trustee at its Corporate Trust
Office, as custodian for the Depositary and registered in the name of DTC or the
nominee thereof and in which beneficial interests may be held by Institutional
Accredited Investors in accordance with the Applicable Procedures. Subject to
Section 2.1(a), the aggregate principal amount of the Restricted Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary as hereinafter provided.
Without limiting the generality of the foregoing, the aggregate principal amount
of the Restricted Global Securities may be increased in order to reflect the
issuance of Notes following the exercise by the Initial Purchasers of the option
set forth in the Purchase Agreement to purchase additional Notes.

                  (c) Global Securities in General. Each Global Security shall
represent such of the outstanding Notes as shall be specified therein and each
shall provide that it shall initially represent the aggregate amount of
outstanding Notes stated thereon, but that the aggregate amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, repurchases and conversions of
such Notes.

                  Any adjustment of the aggregate principal amount of a Global
Security to reflect the amount of any increase or decrease in the amount of
outstanding Notes represented thereby shall be made by the Trustee in accordance
with instructions given by the Holder thereof as required by Section 2.12 and
shall be made on the records of the Trustee and the Depositary.

                                       14

<PAGE>

                  Neither any members of, or participants in, the Depositary
(collectively, the "AGENT MEMBERS") nor any other persons on whose behalf Agent
Members may act may exercise any rights under this Indenture with respect to any
Global Security registered in the name of the Depositary or any nominee thereof,
or under any such Global Security, and the Depositary or such nominee, as the
case may be, may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner and holder of such Global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing contained
herein shall (A) prevent the Company, the Trustee or any agent of the Company or
the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or such nominee, as the case may be,
or (B) 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 Note.

                  (d) Certificated Securities. Certificated Securities will be
issued only under the limited circumstances provided in Section 2.12(a)(i).

         Section 2.2. Execution and Authentication.

                  The Notes shall be executed on behalf of the Company by any
Officer. The signature of the Officer on the Notes may be manual or facsimile.

                  A Note bearing the manual or facsimile signature of an
individual who was at the time of the execution of the Note an Officer shall
bind the Company, notwithstanding that such individual has ceased to hold such
office(s) prior to the authentication and delivery of such Notes or did not hold
such office(s) at the date of authentication of such Notes.

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

                  The Trustee shall authenticate and deliver the Notes for
original issuance in an aggregate principal amount of $100,000,000 (or up to
$125,000,000 if the Initial Purchasers' option to purchase additional Notes set
forth in the Purchase Agreement is exercised in full) upon one or more Company
Orders. The aggregate principal amount of the Notes outstanding at any time may
not exceed the amount set forth in the foregoing sentence except as provided in
Section 2.7. In authenticating such Notes, and accepting the additional
responsibilities under this Indenture in relation to such Notes, the Trustee
shall receive and shall be fully protected in relying upon:

                  (a) a copy of the Board Resolution in or pursuant to which the
terms and form of the Notes were established, the issuance and sale of, and the
terms of, the Notes was authorized, this Indenture was authorized and specified
Officers were authorized to establish the form of the Notes and the form of this
Indenture, to execute the Notes and this Indenture on behalf of the Company and
to take any other necessary actions relating thereto and evidence of

                                       15

<PAGE>

any actions taken by authorized Officers pursuant to that Board Resolution,
certified by the President, Secretary, an Assistant Secretary or the General
Counsel of the Company to have been duly adopted by the Board of Directors or
taken by any authorized Officer and to be in full force and effect as of the
date of such certificate; and

                  (b) an Officers' Certificate delivered in accordance with
Section 16.4 and Section 16.5.

                  The Trustee shall act as the initial authenticating agent.
Thereafter, the Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.

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

         Section 2.3. Registrar, Paying Agent, Conversion Agent and Bid
Solicitation Agent.

                  The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("REGISTRAR"), an
office or agency where Notes may be presented for redemption, repurchase or
payment ("PAYING AGENT"), an office or agency where Notes may be presented for
conversion ("CONVERSION AGENT") and an office or agency where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall also appoint a bid solicitation agent ("BID
SOLICITATION AGENT") to act as set forth in Section 3 of the Notes.

                  Such office shall be the Corporate Trust Office of the
Trustee. Pursuant to Section 6.5, the Company shall at all times maintain a
Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent and an office
or agency where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served in the Borough of Manhattan, the city of
New York. Such office in New York shall initially be located at 59 Maiden Lane,
New York, New York 10038. The Registrar shall keep a register of the Notes (the
"REGISTER") and of their transfer and exchange.

                  The Company may have one or more co-registrars, one or more
additional paying agents and one or more additional conversion agents. The term
Paying Agent includes any additional paying agent, including any named pursuant
to Section 6.5. The term Conversion Agent includes any additional conversion
agent, including any named pursuant to Section 6.5.

                  The Company shall enter into an appropriate limited agency
agreement with any Registrar, Paying Agent, Conversion Agent, Bid Solicitation
Agent or co-registrar (in each case, if such Registrar, agent or co-registrar is
a Person other than the Trustee). Each such agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar, Paying Agent, Conversion Agent or Bid Solicitation Agent,
the Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 9.7.

                                       16

<PAGE>

                  The Company hereby initially appoints the Trustee as
Registrar, Paying Agent, Conversion Agent and Bid Solicitation Agent in
connection with the Notes.

         Section 2.4. Paying Agent to Hold Assets in Trust.

                  Except as otherwise provided herein, prior to 10:00 a.m., New
York City time, on each due date of payments in respect of any Note, the Company
shall deposit with the Paying Agent cash (in immediately available funds if
deposited on the due date) sufficient to make such payments when so becoming
due. The Company shall require each Paying Agent (other than the Trustee) to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all cash held by the Paying Agent for the making of
payments in respect of the Notes and shall notify the Trustee of any default by
the Company in making any such payment. The Company at any time may require a
Paying Agent to pay all cash held by it to the Trustee, and to account for any
funds disbursed by it, and the Trustee may at any time during the continuance of
any such default, upon the written request to the Paying Agent, require such
Paying Agent to forthwith pay to the Trustee all cash so held in trust. Upon
doing so, the Paying Agent shall have no further liability for the cash.

         Section 2.5. Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders. If the Trustee is not the Registrar, the Company shall
cause to be furnished to the Trustee on or before each semiannual interest
payment date and at such other times as the Trustee may request in writing a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of Holders.

         Section 2.6. Transfer and Exchange.

                  (a) Subject to compliance with any applicable additional
requirements contained in Section 2.12, when a Note is presented to the
Registrar with a request to register a transfer thereof or to exchange such Note
for an equal principal amount of Notes of other authorized denominations, the
Registrar shall register the transfer or make the exchange as requested;
provided, however, that every Note presented or surrendered for registration of
transfer or exchange shall be duly endorsed or accompanied by an assignment form
and, if applicable, a transfer certificate, each in the form included in Exhibit
A attached hereto and in form satisfactory to the Registrar and each duly
executed by the Holder thereof or its attorney duly authorized in writing. To
permit registration of transfers and exchanges, upon surrender of any Note for
registration of transfer or exchange at an office or agency maintained for such
purpose pursuant to Section 2.3, the Company shall execute, and the Trustee
shall authenticate, Notes of a like aggregate principal amount at the
Registrar's request. Any transfer or exchange shall be without charge, except
that the Company or the Registrar may require payment of a sum sufficient to pay
all taxes, assessments or other governmental charges that may be imposed in
connection with the transfer or exchange of the Notes from the Holder requesting
such transfer or exchange.

                                       17

<PAGE>

                  Neither the Company, the Registrar nor the Trustee shall be
required to exchange or register a transfer of (i) any Notes selected for
redemption (except, in the case of Notes to be redeemed in part, the portion
thereof not to be redeemed), (ii) any Notes in respect of which a Purchase
Notice or a Fundamental Change Purchase Notice has been given and not withdrawn
by the Holder thereof in accordance with the terms of this Indenture (except, in
the case of Notes to be purchased in part, the portion thereof not to be
purchased) or (iii) any Notes surrendered for conversion (except, in the case of
Notes to be converted in part, the portion thereof not to be converted).

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

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

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

         Section 2.7. Replacement Notes.

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

                  In case any such mutilated, destroyed, lost or stolen Note has
become or is about to become due and payable, or is about to be redeemed by the
Company pursuant to ARTICLE III or repurchased by the Company pursuant to
ARTICLE IV or ARTICLE V, the Company in its discretion may, instead of issuing a
new Note, pay, redeem or repurchase such Note, as the case may be.

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

                                       18

<PAGE>

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

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

         Section 2.8. Outstanding Notes; Determinations of Holders' Action.

                  Notes outstanding at any time are all the Notes authenticated
by the Trustee, except for those cancelled by it, those delivered to it for
cancellation, and those described in this Section 2.8 as not outstanding. If a
Note is replaced pursuant to Section 2.7, the replaced Note ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser unaware that such Note has been
replaced.

                  Subject to Section 2.12(f), a Note does not cease to be
outstanding because the Company or an Affiliate thereof holds the Note;
provided, however, that in determining whether the Holders of the requisite
principal amount of Notes have given or concurred in any request, demand,
authorization, direction, notice, consent, waiver, or other Act hereunder, Notes
owned by the Company or any other obligor upon the Notes or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other Act, only Notes which a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded. Subject to the
foregoing, only Notes outstanding at the time of such determination shall be
considered in any such determination.

                  If the Paying Agent holds, in accordance with the terms of
this Indenture, prior to 10:00 a.m., New York City time, on a Redemption Date, a
Purchase Date, a Fundamental Change Purchase Date or Stated Maturity, as the
case may be, cash or securities, if permitted hereunder, sufficient to pay Notes
payable on that date, then on such Redemption Date, Purchase Date, Fundamental
Change Purchase Date or Stated Maturity, as the case may be, such Notes shall
cease to be outstanding and interest (including Contingent Interest and
Additional Interest, if any) on such Notes shall cease to accrue.

                  If a Note is converted in accordance with ARTICLE XII, then
from and after the time of conversion on the date of conversion, such Note shall
cease to be outstanding and interest (including Contingent Interest and
Additional Interest, if any) on such Note shall cease to accrue.

         Section 2.9. Temporary Notes.

                  Pending the preparation of definitive Notes, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Notes which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Notes in lieu of which they are issued

                                       19

<PAGE>

and with such appropriate insertions, omissions, substitutions and other
variations as the Officers executing such Notes may determine, as conclusively
evidenced by their execution of such Notes.

                  If temporary Notes are issued, the Company shall cause
definitive Notes to be prepared without unreasonable delay. After the
preparation of definitive Notes, the temporary Notes shall be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
of the Company designated for such purpose pursuant to Section 2.3, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Notes, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive Notes of
authorized denominations. Until so exchanged the temporary Notes shall in all
respects be entitled to the same benefits and subject to the same limitations
under this Indenture as definitive Notes.

         Section 2.10. Cancellation.

                  All Notes surrendered for payment, purchase by the Company
pursuant to ARTICLE IV or ARTICLE V, conversion, redemption or registration of
transfer or exchange shall, if surrendered to any person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it or, if
surrendered to the Trustee, shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly cancelled by the
Trustee. The Company may not issue new Notes to replace Notes that it has paid
or delivered to the Trustee for cancellation or that any Holder has converted
pursuant to ARTICLE XII. No Notes shall be authenticated in lieu of or in
exchange for any Notes cancelled as provided in this Section 2.10, except as
expressly permitted by this Indenture. All cancelled Notes held by the Trustee
shall be disposed of by the Trustee in accordance with the Trustee's customary
procedure.

         Section 2.11. Persons Deemed Owners.

                  Prior to due presentment of a Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name such Note is registered as the owner of such
Note for the purpose of receiving payment of principal of, Redemption Price,
Purchase Price or Fundamental Change Purchase Price, and interest (including
Contingent Interest and Additional Interest, if any) on, the Note, for the
purpose of receiving cash or Applicable Stock upon conversion and for all other
purposes whatsoever, whether or not such Note be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

         Section 2.12. Additional Transfer and Exchange Requirements.

                  (a) Transfer and Exchange of Global Securities.

                  (i) Certificated Securities shall be issued in exchange for
         interests in the Global Securities only if (x) the Depositary notifies
         the Company that it is unwilling or unable to continue as Depositary
         for the Global Securities or if at any time the Depositary ceases to be
         a "clearing agency" registered under the Exchange Act, if so required
         by

                                       20

<PAGE>

         applicable law or regulation, and a successor Depositary is not
         appointed by the Company within 90 calendar days or (y) an Event of
         Default has occurred and is continuing and the Registrar receives a
         request from the Depository that the notes be issued in definitive
         form. In any such case, the Company shall execute, and the Trustee
         shall, upon receipt of a Company Order (which the Company agrees to
         deliver promptly), authenticate and deliver Certificated Securities in
         an aggregate principal amount equal to the principal amount of such
         Global Securities in exchange therefor. Only Restricted Certificated
         Securities shall be issued in exchange for beneficial interests in
         Restricted Global Securities, and only Unrestricted Certificated
         Securities shall be issued in exchange for beneficial interests in
         Unrestricted Global Securities. Certificated Securities issued in
         exchange for beneficial interests in Global Securities shall be
         registered in such names and shall be in such authorized denominations
         as the Depositary, pursuant to instructions from its direct or indirect
         participants or otherwise, shall instruct the Trustee. The Trustee
         shall deliver or cause to be delivered such Certificated Securities to
         the Persons in whose name such Notes are so registered. Such exchange
         shall be effected in accordance with the Applicable Procedures.

                  (ii) Notwithstanding any other provisions of this Indenture
         other than the provisions set forth in Section 2.12(a)(i), a Global
         Security may not be transferred except as a whole by the Depositary to
         a nominee of the Depositary or by a nominee of the Depositary to the
         Depositary or another nominee of the Depositary or by the Depositary or
         any such nominee to a successor Depositary or a nominee of such
         successor Depositary.

                  (b) Transfer and Exchange of Certificated Securities. In the
event that Certificated Securities are issued in exchange for beneficial
interests in Global Securities in accordance with Section 2.12(a)(i), and, on or
after such event, Certificated Securities are presented by a Holder to the
Registrar with a request:

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

                  (y) to exchange such Certificated Securities for an equal
principal amount of Certificated Securities of other authorized denominations,

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

                  (i) shall be duly endorsed or accompanied by a written
         instrument of transfer in accordance with the proviso in the first
         paragraph of Section 2.6(a); and

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

                           (A) if such Restricted Certificated Security is being
                  delivered to the Registrar by a Holder for registration in the
                  name of such Holder, without transfer, or such Restricted
                  Certificated Security is being transferred to the

                                       21

<PAGE>

                  Company or a Subsidiary of the Company, a certification to
                  that effect from such Holder (in substantially the form set
                  forth in the Transfer Certificate);

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

                           (C) if such Restricted Certificated Security is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act to an Institutional
                  Accredited Investor (other than to a QIB in accordance with
                  Rule 144A), that, prior to such transfer, furnishes to the
                  Trustee a certificate containing certain representations and
                  warranties by such Institutional Accredited Investor (in
                  substantially the form set forth in Exhibit B), an Opinion of
                  Counsel if required by the Company or the Trustee and a
                  certification to that effect from the Holder (in substantially
                  the form set forth in the Transfer Certificate).

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

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

                  (ii) if such beneficial interest is being transferred pursuant
         to the exemption from the registration requirements of the Securities
         Act provided by Rule 144, a certification to that effect from the
         Holder (in substantially the form set forth in the Transfer
         Certificate),

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

                                       22

<PAGE>

                  (d) Transfers of Certificated Securities for Beneficial
         Interests in Global Securities. In the event that Certificated
         Securities are issued in exchange for beneficial interests in Global
         Securities and, thereafter, the events or conditions specified in
         Section 2.12(a)(i) which required such exchange shall cease to exist,
         the Company shall mail notice to the Trustee and to the Holders stating
         that Holders may exchange Certificated Securities for interests in
         Global Securities by complying with the procedures set forth in this
         Indenture and briefly describing such procedures and the events or
         circumstances requiring that such notice be given. Thereafter, if
         Certificated Securities are presented by a Holder to a Registrar with a
         request:

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

                  (y) to exchange such Certificated Securities for an equal
         principal amount of beneficial interests in a Global Security, which
         beneficial interests shall be owned by the Holder transferring such
         Certificated Securities (provided that in the case of such an exchange,
         Restricted Certificated Securities may be exchanged only for Restricted
         Global Securities and Unrestricted Certificated Securities may be
         exchanged only for Unrestricted Global Securities), the Registrar shall
         register the transfer or make the exchange as requested by canceling
         such Certificated Security and causing, or directing the Registrar to
         cause, the aggregate principal amount of the applicable Global Security
         to be increased accordingly and, if no such Global Security is then
         outstanding, the Company shall issue and the Trustee shall, upon
         receipt of a Company Order (which the Company agrees to deliver
         promptly) authenticate and deliver a new Global Security;

provided, however, that the Certificated Securities presented or surrendered for
registration of transfer or exchange:

                           (1) shall be duly endorsed or accompanied by a
                  written instrument of transfer in accordance with the proviso
                  in the first paragraph of Section 2.6(a);

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

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

                           (ii) if such Restricted Certificated Security is
                  being transferred pursuant to the exemption from the
                  registration requirements of the Securities Act provided by
                  Rule 144, a certification to that effect from such Holder (in
                  substantially the form set forth in the Transfer Certificate);

                                       23

<PAGE>

                           (3) in the case of a Restricted Certificated Security
                  to be transferred or exchanged for a beneficial interest in a
                  Restricted Global Security, such request shall be accompanied
                  by a certification from such Holder (in substantially the form
                  set forth in the Transfer Certificate) to the effect that such
                  Restricted Certificated Security is being transferred to a
                  person the Holder reasonably believes is a QIB (which, in the
                  case of an exchange, shall be such Holder) in compliance with
                  Rule 144A or, in the case of a transfer to an Institutional
                  Accredited Investor (other than to a QIB in accordance with
                  Rule 144A), by a certificate containing certain
                  representations and warranties by such Institutional
                  Accredited Investor (in substantially the form set forth in
                  Exhibit B), an Opinion of Counsel if required by the Company
                  or the Trustee and a - certification to that effect from the
                  Holder (in substantially the form set forth in the Transfer
                  Certificate); and

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

         (e) Legends.

                           (1) Except as permitted by the following paragraphs
                  (2), (3) and (4), each Global Security and Certificated
                  Security (and all Notes issued in exchange therefor or upon
                  registration of transfer or replacement thereof) shall bear a
                  legend in substantially the form called for by footnote 2 to
                  Exhibit A and footnote 1 to Exhibit C attached hereto (each a
                  "TRANSFER RESTRICTED SECURITY"), for so long as it is required
                  by this Indenture to bear such legend. Each Transfer
                  Restricted Security shall have attached thereto a certificate
                  (a "TRANSFER CERTIFICATE") in substantially the form called
                  for by footnote 4 to Exhibit A attached hereto.

                           (2) Upon any sale or transfer of a Transfer
                  Restricted Security (x) pursuant to Rule 144 or (y) pursuant
                  to an effective registration statement under the Securities
                  Act:

                           (i) in the case of any Restricted Certificated
                  Security, any Registrar shall permit the Holder thereof to
                  exchange such Restricted Certificated Security for an
                  Unrestricted Certificated Security, or (under the
                  circumstances described in Section 2.12(d)) to transfer such
                  Restricted Certificated Security to a transferee who shall
                  take such Note in the form of a beneficial interest in an
                  Unrestricted Global Security, and in each case shall rescind
                  any restriction on the transfer of such Note; and

                           (ii) in the case of any beneficial interest in a
                  Restricted Global Security, the Trustee shall permit the
                  beneficial owner thereof to transfer

                                       24

<PAGE>

                  such beneficial interest to a transferee who shall take such
                  interest in the form of a beneficial interest in an
                  Unrestricted Global Security and shall rescind any restriction
                  on transfer of such beneficial interest; provided, that such
                  Unrestricted Global Security shall continue to be subject to
                  the provisions of Section 2.12(a)(ii).

                           (3) Upon the expiration of the holding period
                  pursuant to Rule 144(k) of the Securities Act, the Company
                  shall remove any restriction of transfer on such Note, and the
                  Company shall execute, and the Trustee shall authenticate and
                  deliver Notes that do not bear such legend and that do not
                  have a Transfer Certificate attached thereto.

                           (4) Until the expiration of the holding period
                  applicable to sales of the Notes under Rule 144(k) of the
                  Securities Act or a transfer of the Notes pursuant to Rule 144
                  or pursuant to an effective registration statement under the
                  Securities Act, the Applicable Stock issued upon conversion of
                  the Notes shall bear the legend in substantially the form
                  called for by Exhibit C attached hereto.

                  (f) Transfers to the Company. Nothing contained in this
Indenture or in the Notes shall prohibit the sale or other transfer of any Notes
(including beneficial interests in Global Securities) to the Company or any of
its Subsidiaries. The Company shall ensure that if any such Notes shall be
reissued, such reissuance shall comply with applicable law and any Notes
reissued as Transfer Restricted Securities shall be assigned a different "CUSIP"
number than any other Notes.

                  (g) Amendments to Rule 144(k). Notwithstanding any other
provision in this Indenture, if Rule 144(k) as promulgated under the Securities
Act is amended to shorten the two-year period under Rule 144(k), then the
references to "two years" in the restrictive legend of each Transfer Restricted
Security shall be deemed to refer to such shorter period from and after receipt
by the Trustee of the documents described in Section 2.12(d)(2) from the Company
or from a Holder of a Transfer Restricted Security; provided that a Transfer
Restricted Security shall not be deemed to refer to such shorter period if to do
so would be prohibited by, or would otherwise cause a violation of, the U.S.
federal securities laws applicable at the time. As soon as practicable after a
Responsible Officer of the Company receives notice of the effectiveness of any
such amendment to shorten the two-year period under Rule 144(k), unless causing
the Transfer Restricted Securities to refer to such shorter period would
otherwise be prohibited by, or would otherwise cause a violation of, the U.S.
federal securities laws applicable at the time, the Company shall provide to the
Trustee the documents described in Section 2.12(d)(2) respecting the
effectiveness of such amendment.

         Section 2.13. CUSIP Numbers.

                  The Company may issue the Notes with one or more "CUSIP"
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP"
numbers in notices of redemption or repurchase as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as

                                       25

<PAGE>

contained in any notice of a redemption or repurchase and that reliance may be
placed only on the other identification numbers printed on the Notes, and any
such redemption or repurchase shall not be affected by any defect in or omission
of such numbers. The Company shall promptly notify the Trustee of any change in
the CUSIP numbers.

                                  ARTICLE III

                               REDEMPTION OF NOTES

         Section 3.1. The Company's Right to Redeem; Notice to Trustee.

                  Subject to the terms and conditions of this ARTICLE III, the
Company may, at its option, redeem for cash all or a portion of the Notes at any
time on or after December 1, 2009 at a Redemption Price equal to 100% of the
principal amount of the Notes to be redeemed plus accrued and unpaid interest
(including Contingent Interest and Additional Interest, if any) to, but not
including, the Redemption Date.

                  In the event that the Company elects to redeem Notes on a date
that is after any Regular Record Date but on or before the corresponding
Interest Payment Date, the Company shall be required to pay any accrued and
unpaid interest (including Contingent Interest and Additional Interest, if any)
to the holder of the redeemed Note and not the Holder on the corresponding
Regular Record Date.

                  If the Company elects to redeem Notes, it shall notify the
Trustee in writing of the Redemption Date, the principal amount of Notes to be
redeemed and the Redemption Price. The Company shall give this notice to the
Trustee by a Company Order at least 40 calendar days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee).

         Section 3.2. Selection of Notes to Be Redeemed.

                  If fewer than all of the outstanding Notes are to be redeemed,
unless the procedures of the Depositary provide otherwise, the Trustee shall
select the Notes to be redeemed by lot or on a pro rata basis or by another
method the Trustee considers fair and appropriate. The Trustee shall make the
selection within five Business Days after it receives the notice provided for in
Section 3.1 from outstanding Notes not previously called for redemption.

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

                  Notes and portions of Notes that are to be redeemed are
convertible by the Holder until 5:00 p.m., New York City time, on the second
Business Day immediately preceding the Redemption Date. If any Note selected for
partial redemption is converted in part before termination of the conversion
right with respect to the portion of the Note so selected, the converted portion
of such Note shall be deemed (so far as may be) to be the portion selected for
redemption and the Trustee shall select additional Notes to be redeemed in the
manner provided in this Section 3.2 and Section 3.3 in an amount equal to the
Notes that would have been

                                       26

<PAGE>

redeemed but for their conversion prior to the termination of their conversion
right. Notes which have been converted during a selection of Notes to be
redeemed may be treated by the Trustee as outstanding for the purpose of such
selection.

         Section 3.3. Notice of Redemption.

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

                  The notice of redemption shall identify the Notes to be
redeemed and shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price;

                  (c) the Conversion Rate and any adjustments thereto;

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

                  (e) that Notes called for redemption may be converted at any
time prior to 5:00 p.m., New York City time, on the second Business Day
preceding the Redemption Date;

                  (f) that Holders who want to convert their Notes must satisfy
the requirements set forth in ARTICLE XII;

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

                  (h) if fewer than all of the outstanding Notes are to be
redeemed, the serial numbers, if any, and principal amounts of the particular
Notes to be redeemed;

                  (i) that, unless the Company defaults in making payment of
such Redemption Price, interest (including Contingent Interest and Additional
Interest, if any) on Notes called for redemption shall cease to accrue on and
after the Redemption Date;

                  (j) the CUSIP number(s) of the Notes; and

                  (k) any other information the Company wants to present.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense; provided,
however, that the Company makes such request at least five Business Days (unless
a shorter period shall be satisfactory to the Trustee) prior to the date by
which such notice of redemption must be given to Holders in accordance with this
Section 3.3; provided, further, that the text of the notice of redemption shall
be prepared by the Company.

         Section 3.4. Effect of Notice of Redemption.

                                       27

<PAGE>

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

         Section 3.5. Deposit of Redemption Price.

                  Prior to 10:00 a.m., New York City time, on the applicable
Redemption Date, the Company shall irrevocably deposit with the Paying Agent an
amount of cash (in immediately available funds if deposited on the Redemption
Date) sufficient to pay the aggregate Redemption Price of all Notes or portions
thereof which are to be redeemed as of such Redemption Date other than Notes or
portions of Notes called for redemption which on or prior thereto have been
delivered by the Company to the Trustee for cancellation or have been converted.

                  If the Paying Agent holds, in accordance with the terms
hereof, at 10:00 a.m., New York City time, on the applicable Redemption Date,
cash sufficient to pay the Redemption Price of any Notes for which notice of
redemption is given, then, on such Redemption Date, such Notes shall cease to be
outstanding and interest (including Contingent Interest and Additional Interest,
if any) on such Notes shall cease to accrue, whether or not such Notes are
delivered to the Paying Agent, and the rights of the Holders in respect thereof
shall terminate (other than the right to receive the Redemption Price upon
delivery of such Notes).

         Section 3.6. Notes Redeemed in Part.

                  Any Certificated Security which is to be redeemed only in part
shall be surrendered at the office of the Paying Agent and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Note, without charge, a new Note or Notes, of any authorized denomination as
requested by such Holder in aggregate principal amount equal to the unredeemed
portion of the Note surrendered.

         Section 3.7. Repayment to the Company.

                  To the extent that the aggregate amount of cash deposited by
the Company pursuant to Section 3.5 exceeds the aggregate Redemption Price of
the Notes or portions thereof which the Company is redeeming as of the
Redemption Date, then, promptly after the Redemption Date, the Paying Agent
shall return any such excess to the Company.

         Section 3.8. No Sinking Fund.

                  The Notes shall not have a sinking fund.

         Section 3.9. Availability of Shelf Registration Statement.

                  Notwithstanding any other provision of this Article III, the
Company shall not be entitled to redeem any Notes pursuant to this Article III
unless the Shelf Registration Statement is effective and available for use and
is expected to remain effective and available for use during the 30 days
following the redemption date, unless registration is no longer required.

                                       28

<PAGE>

                                   ARTICLE IV

               PURCHASE AT THE OPTION OF HOLDERS ON SPECIFIC DATES

         Section 4.1. Optional Put.

                  (a) Subject to the provisions of this Article IV, each Holder
         shall have the right, at the Holder's option, to require the Company to
         purchase, and upon the exercise of such right, the Company shall
         purchase, all of such Holder's Notes not theretofore called for
         redemption, or any portion of the principal amount thereof that is
         equal to $1,000 or an integral multiple thereof, as directed by such
         Holder pursuant to this Section 4.1, on each of December 1, 2009,
         December 1, 2014 and December 1, 2019 (each a "PURCHASE DATE"). The
         Company shall be required to purchase such Notes at a purchase price in
         cash equal to 100% of the principal amount of such Notes plus accrued
         and unpaid interest (including Contingent Interest and Additional
         Interest, if any) to, but not including, the Purchase Date (the
         "PURCHASE PRICE").

                  (b) No later than 22 Business Days prior to each Purchase
         Date, the Company shall mail a written notice of the purchase right by
         first class mail to the Trustee (and the Paying Agent if the Trustee is
         not then acting as a Paying Agent) and to each Holder at its address
         shown in the Register of the Registrar, and to beneficial owners to the
         extent required by applicable law. The notice shall include a form of
         Purchase Notice to be completed by the Holder and shall briefly state,
         as applicable:

                  (i) the date by which the Purchase Notice must be delivered to
         the Paying Agent in order for a Holder to exercise the purchase right
         pursuant to this Section 4.1;

                  (ii) the Purchase Date;

                  (iii) the Purchase Price;

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

                  (v) briefly, the conversion rights of the Notes, if any, and
         that the Holder must satisfy the requirements set forth in ARTICLE XII
         in order to convert the Notes;

                  (vi) the Conversion Rate and any adjustments thereto;

                  (vii) that the Notes as to which a Purchase Notice has been
         given may be converted into Common Stock if they are otherwise
         convertible pursuant to ARTICLE XII of this Indenture only if the
         Purchase Notice has been withdrawn in accordance with the terms of this
         Indenture;

                  (viii) that the Notes must be surrendered to the Paying Agent
         to collect the Purchase Price;

                  (ix) that the Purchase Price for any Notes as to which a
         Purchase Notice has been duly given and not withdrawn shall be paid
         promptly following the later of the

                                       29

<PAGE>

         Purchase Date and the time of surrender of such Notes as described in
         Section 4.1(b)(viii);

                  (x) the procedures the Holder must follow to exercise its
         rights under this Section 4.1 and a brief description of such rights;

                  (xi) the procedures for withdrawing a Purchase Notice,
         including a form of notice of withdrawal;

                  (xii) that, unless the Company defaults in making payment of
         such Purchase Price, interest (including Contingent Interest and
         Additional Interest, if any) on Notes surrendered for purchase by the
         Company shall cease to accrue on and after the Purchase Date; and

                  (xiii) the CUSIP number(s) of the Notes.

                  At the Company's request, the Trustee shall give the notice of
purchase right in the Company's name and at the Company's expense; provided,
however, that the Company makes such request at least five Business Days (unless
a shorter period shall be satisfactory to the Trustee) prior to the date by
which such notice of purchase right must be given to the Holders in accordance
with this Section 4.1(b); provided, further, that the text of the notice of
purchase right shall be prepared by the Company.

                  If any of the Notes is in the form of a Global Security, then
the Company shall modify such notice to the extent necessary to comply with
Applicable Procedures.

                  Simultaneously with delivering the written notice pursuant to
this Section 4.1(b), the Company shall make a Public Notice containing all
information specified in such written notice.

                  (c) A Holder may exercise its rights specified in clause (a)
of this Section 4.1 upon delivery of a written notice (which shall be in
substantially the form included on the reverse side of the Notes entitled
"Option of Holder to Elect Purchase" hereto and which may be delivered by
letter, overnight courier, hand delivery, facsimile transmission or in any other
written form and, in the case of Global Securities, may be delivered by other
means in accordance with Applicable Procedures) of the exercise of such rights
(a "PURCHASE NOTICE") to the Paying Agent at any time from the opening of
business on the date that is 22 Business Days prior to the relevant Purchase
Date until the close of business on the second Business Day prior to such
Purchase Date.

                  The Purchase Notice delivered by a Holder shall state (i) the
relevant Purchase Date, (ii) if certificated Notes, the certificate number or
numbers of the Note or Notes which the Holder shall deliver to be purchased (if
not certificated, the notice must comply with Applicable Procedures), (iii) the
portion of the principal amount of the Note which the Holder shall deliver to be
purchased, which portion must be $1,000 or an integral multiple thereof, and
(iv) that such Note shall be purchased pursuant to the terms and conditions
specified in the Notes and this Section 4.1.

                                       30

<PAGE>

                  Delivery of a Note to the Paying Agent by book-entry transfer
or physical delivery prior to, on or after the applicable Purchase Date
(together with all necessary endorsements) at the offices of the Paying Agent is
a condition to receipt by the Holder of the Purchase Price therefor; provided,
however, that such Purchase Price shall be so paid pursuant to this Section 4.1
only if the Note so delivered to the Paying Agent shall conform in all respects
to the description thereof in the related Purchase Notice, as determined by the
Company.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 4.1, a portion of a Note if the principal amount of such portion
is $1,000 or an integral multiple thereof. Provisions of this Indenture that
apply to the purchase of all of a Note pursuant to Section 4.1 through Section
4.7 also apply to the purchase of such portion of such Note.

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

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

         Section 4.2. Effect of Purchase Notice; Withdrawal of Purchase Notice.

                  (a) Upon receipt by the Paying Agent of the Purchase Notice
specified in Section 4.1(c), the Holder of the Note in respect of which such
Purchase Notice was given shall (unless such Purchase Notice is withdrawn as
specified in the following paragraph) thereafter be entitled to receive solely
the Purchase Price with respect to such Note. Such Purchase Price shall be paid
to such Holder, subject to receipt of cash by the Paying Agent, promptly
following the later of (a) the Purchase Date with respect to such Note (provided
the conditions in Section 4.1(c) have been satisfied) and (b) the time of
book-entry transfer or delivery of such Note to the Paying Agent by the Holder
thereof in the manner required by Section 4.1(c). Notes in respect of which a
Purchase Notice has been given by the Holder thereof may not be converted
pursuant to ARTICLE XII on or after the date of the delivery of such Purchase
Notice unless such Purchase Notice has first been validly withdrawn as specified
in the following paragraph.

                  (b) A Purchase Notice may be withdrawn by means of a written
notice (which may be delivered by letter, overnight courier, hand delivery,
facsimile transmission or in any other written form and, in the case of Global
Securities, may be delivered by other means in accordance with Applicable
Procedures) of withdrawal delivered by the Holder to the Paying Agent at any
time prior to the close of business on the Business Day immediately preceding
the Purchase Date, specifying (a) the principal amount of the Note or portion
thereof (which must be a principal amount of $1,000 or an integral multiple
thereof) with respect to which such notice of withdrawal is being submitted, (b)
if certificated Notes have been issued, the certificate numbers of the withdrawn
Notes, or if not certificated, such notice must comply with Applicable
Procedures, and (c) the principal amount, if any, which remains subject to the
Purchase Notice. If a Purchase Notice has been properly withdrawn pursuant to
this Section 4.2(b) prior to the close of business on the Business Day
immediately preceding the Purchase Date, the Company shall not be obligated to
purchase those Notes so identified in such notice of withdrawal.

                                       31

<PAGE>

         Section 4.3. Deposit of Purchase Price.

                  Prior to 10:00 a.m., New York City time, on the applicable
Purchase Date, the Company shall irrevocably deposit with the Paying Agent an
amount of cash (in immediately available funds if deposited on such Business
Day) sufficient to pay the aggregate Purchase Price of all the Notes or portions
thereof which are to be purchased as of such Purchase Date.

                  If the Paying Agent holds, in accordance with the terms
hereof, at 10:00 a.m., New York City time, on the applicable Purchase Date, cash
sufficient to pay the Purchase Price of any Notes for which a Purchase Notice
has been tendered and not withdrawn pursuant to Section 4.2(b), then, on such
Purchase Date, such Notes shall cease to be outstanding and interest (including
Contingent Interest and Additional Interest, if any) on such Notes shall cease
to accrue, whether or not book-entry transfer of such Notes is made and whether
or not such Notes are delivered to the Paying Agent, and the rights of the
Holders in respect thereof shall terminate (other than the right to receive the
Purchase Price upon delivery of such Notes).

                  The Company shall make a Public Notice of the aggregate
principal amount of Notes purchased on the applicable Purchase Date on such date
or as soon as practicable thereafter.

         Section 4.4. Certificated Securities Purchased in Part.

                  Any Certificated Security which is to be purchased only in
part shall be surrendered at the office of the Paying Agent (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or such Holder's attorney duly authorized in writing) and
promptly after the applicable Purchase Date the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Note, without
charge, a new Note or Notes, of any authorized denomination or denominations as
may be requested by such Holder, in aggregate principal amount equal to, and in
exchange for, the portion of the principal amount of the Note so surrendered
that is not purchased.

         Section 4.5. Covenant to Comply With Securities Laws Upon Purchase of
Notes.

                  When complying with the provisions of Article IV, and subject
to any exemptions available under applicable law, the Company shall:

                  (a) if such offer or purchase constitutes an "issuer tender
offer" for purposes of Rule 13e-4 (which term, as used herein, includes any
successor provision thereto) under the Exchange Act at the time of such offer or
purchase, (i) if applicable, comply with Rule 13e-4 and Rule 14e-1 (or any
successor provision) under the Exchange Act and (ii) file the related Schedule
TO (or any successor schedule, form or report) if required under the Exchange
Act; and

                  (b) otherwise comply with all applicable federal and state
securities laws so as to permit the rights and obligations under this ARTICLE IV
to be exercised in the time and in the manner specified therein.

         Section 4.6. Repayment to the Company.

                                       32

<PAGE>

                  To the extent that the aggregate amount of cash deposited by
the Company pursuant to Section 4.3 exceeds the aggregate Purchase Price of the
Notes or portions thereof which the Company is obligated to purchase as of the
applicable Purchase Date, then, promptly after such Purchase Date, the Paying
Agent shall return any such excess to the Company, together with interest, if
any, thereon.

         Section 4.7. No Purchase Upon Event of Default. There shall be no
purchase of any Notes pursuant to this ARTICLE IV if there has occurred (prior
to, on or after, as the case may be, the giving by each of the Holders of such
Notes of the required Purchase Notice but, in any event, prior to the applicable
Purchase Date) and is continuing, as of such Purchase Date, an Event of Default
(other than a default in the payment of the Purchase Price with respect to such
Notes). The Paying Agent shall promptly return to the respective Holders thereof
any Notes (a) with respect to which a Purchase Notice has been delivered in
compliance with this Indenture, or (b) held by it during the continuance of an
Event of Default (other than a default in the payment of the Purchase Price with
respect to such Notes), in which case, upon such return, the Purchase Notice
with respect thereto shall be deemed to have been withdrawn.

                                   ARTICLE V

                        PURCHASE AT THE OPTION OF HOLDERS
                            UPON A FUNDAMENTAL CHANGE

         Section 5.1. Fundamental Change Put.

                  (a) In the event that a Fundamental Change shall occur at any
time prior to the Stated Maturity, each Holder shall have the right, at the
Holder's option, but subject to the provisions of this Section 5.1, to require
the Company to purchase, and upon the exercise of such right, the Company shall
purchase, all of such Holder's Notes not theretofore called for redemption, or
any portion of the principal amount thereof that is equal to $1,000 or an
integral multiple thereof, as directed by such Holder pursuant to this Section
5.1, on the date designated by the Company (the "FUNDAMENTAL CHANGE PURCHASE
DATE") that is a Business Day no later than 35 Business Days after the date of
notice pursuant to Section 5.1(b) of the occurrence of a Fundamental Change
(subject to extension to comply with applicable law). The Company shall be
required to purchase such Notes at a purchase price in cash equal to 100% of the
principal amount plus any accrued and unpaid interest (including Contingent
Interest and Additional Interest, if any) to, but excluding, the Fundamental
Change Purchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICE"). In the event
that a Fundamental Change Purchase Date is a date that is after any Regular
Record Date but on or before the corresponding Interest Payment Date, the
Company shall be required to pay accrued and unpaid interest (including
Contingent Interest and Additional Interest, if any) to the holder of the
repurchased Note and not the Holder on the Regular Record Date.

                  (b) No later than 10 Business Days after the occurrence of a
Fundamental Change, the Company shall mail a written notice of the Fundamental
Change by first class mail to the Trustee (and the Paying Agent if the Trustee
is not then acting as Paying Agent) and to each Holder at its address shown in
the Register of the Registrar, and to beneficial owners to the

                                       33

<PAGE>

extent required by applicable law. The notice shall include a form of
Fundamental Change Purchase Notice to be completed by the Holder and shall
briefly state, as applicable:

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

                  (ii) the date by which the Fundamental Change Purchase Notice
         must be delivered to the Paying Agent in order for a Holder to exercise
         the purchase right pursuant to this Section 5.1;

                  (iii) the Fundamental Change Purchase Date;

                  (iv) the Fundamental Change Purchase Price;

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

                  (vi) briefly, the conversion rights of the Notes, and that the
         Holder must satisfy the requirements set forth in ARTICLE XII in order
         to convert the Notes;

                  (vii) the Conversion Rate and any adjustments thereto;

                  (viii) that the Notes as to which a Fundamental Change
         Purchase Notice has been given may be converted into Common Stock
         pursuant to ARTICLE XII of this Indenture only if the Fundamental
         Change Purchase Notice has been withdrawn in accordance with the terms
         of this Indenture;

                  (ix) that the Notes must be surrendered to the Paying Agent to
         collect payment;

                  (x) that the Fundamental Change Purchase Price for any Note as
         to which a Fundamental Change Purchase Notice has been duly given and
         not withdrawn shall be paid promptly following the later of the
         Fundamental Change Purchase Date and the time of surrender of such Note
         as described in Section 5.1(b)(ix);

                  (xi) the procedures the Holder must follow to exercise rights
         under this Section 5.1 and a brief description of such rights;

                  (xii) the procedures for withdrawing a Fundamental Change
         Purchase Notice, including a form of notice of withdrawal;

                  (xiii) that, unless the Company defaults in making payment of
         such Fundamental Change Purchase Price, interest (including Contingent
         Interest and Additional Interest, if any) on Notes surrendered for
         purchase by the Company shall cease to accrue on and after the
         Fundamental Change Purchase Date; and

                  (xiv) the CUSIP number(s) of the Notes.

                                       34

<PAGE>

                  At the Company's request, the Trustee shall give the notice of
purchase right in the Company's name and at the Company's expense; provided,
however, that the Company makes such request at least five Business Days (unless
a shorter period shall be satisfactory to the Trustee) prior to the date by
which such notice of purchase right must be given to the Holders in accordance
with this Section 5.1(b); provided, further, that the text of the notice of
purchase right shall be prepared by the Company.

                  If any of the Notes is in the form of a Global Security, then
the Company shall modify such notice to the extent necessary to accord with
Applicable Procedures.

                  Simultaneously with delivering the written notice pursuant to
this Section 5.1(b), the Company shall make a Public Notice containing all
information specified in such written notice.

                  (c) A Holder may exercise its rights specified in clause (a)
of this Section 5.1 upon delivery of a written notice (which shall be in
substantially the form included on the reverse side of the Notes entitled
"Option of Holder to Elect Purchase" hereto and which may be delivered by
letter, overnight courier, hand delivery, facsimile transmission or in any other
written form and, in the case of Global Securities, may be delivered by other
means in accordance with the Depositary's customary procedures) of the exercise
of such rights (a "FUNDAMENTAL CHANGE PURCHASE NOTICE") to the Paying Agent at
any time on or before the 20th Business Day after the date of the Company's
notice of the Fundamental Change (subject to extension to comply with applicable
law).

                  The Fundamental Change Purchase Notice delivered by a Holder
shall state (i) the Fundamental Change Purchase Date, (ii) if Certificated
Securities, the certificate number or numbers of the Note or Notes which the
Holder shall deliver to be purchased (if not certificated, the notice must
comply with Applicable Procedures), (iii) the portion of the principal amount of
the Note which the Holder shall deliver to be purchased, which portion must be
$1,000 or an integral multiple thereof, and (iv) that such Note shall be
purchased pursuant to the terms and conditions specified in the Notes and this
ARTICLE V.

                  Delivery of a Note (together with all necessary endorsements)
to the Paying Agent by book-entry transfer or physical delivery prior to, on or
after the Fundamental Change Purchase Date at the offices of the Paying Agent is
a condition to receipt by the Holder of the Fundamental Change Purchase Price
therefor; provided, however, that such Fundamental Change Purchase Price shall
be so paid pursuant to this Section 5.1 only if the Note so delivered to the
Paying Agent shall conform in all respects to the description thereof in the
related Fundamental Change Purchase Notice, as determined by the Company.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 5.1, a portion of a Note if the principal amount of such portion
is $1,000 or an integral multiple thereof. Provisions of the Indenture that
apply to the purchase of all of a Note also apply to the purchase of such
portion of such Note.

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

                                       35

<PAGE>

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

                  (d) Notwithstanding the foregoing provisions of this Section
5.1, the Company shall not be required to send a notice including a form of
Fundamental Change Purchase Notice upon a Fundamental Change (i) if a third
party issues a notice including a form of Fundamental Change Purchase Notice in
the manner, at the times and otherwise in compliance with the requirements set
forth in Section 5.1(b) applicable to a notice sent by the Company and otherwise
complies with the provisions of this Article V as if it were the Company and
purchases, and pays for, all Notes validly tendered and not withdrawn pursuant
to such Fundamental Change Purchase Notice and (ii) provided that if such third
party fails to comply with any of the provisions of this Article V, the Company
shall as promptly as reasonably practicable deliver the notice including a
Fundamental Change Purchase Notice in accordance with, and otherwise comply
with, all provisions of this Article V.

         Section 5.2. Effect of Fundamental Change Purchase Notice.

                  (a) Upon receipt by the Paying Agent of the Fundamental Change
Purchase Notice specified in Section 5.1(c), the Holder of the Note in respect
of which such Fundamental Change Purchase Notice was given shall (unless such
Fundamental Change Purchase Notice is withdrawn as specified in the following
paragraph) thereafter be entitled to receive the Fundamental Change Purchase
Price with respect to such Note. Such Fundamental Change Purchase Price shall be
paid to such Holder, subject to receipt of cash by the Paying Agent, promptly
following the later of (i) the Fundamental Change Purchase Date with respect to
such Note (provided the conditions in Section 5.1(c) have been satisfied) and
(ii) the time of book-entry transfer or delivery of such Note to the Paying
Agent by the Holder thereof in the manner required by Section 5.1(c). Notes in
respect of which a Fundamental Change Purchase Notice has been given by the
Holder thereof may not be converted pursuant to ARTICLE XII on or after the date
of the delivery of such Fundamental Change Purchase Notice unless such
Fundamental Change Purchase Notice has first been validly withdrawn as specified
in the following paragraph.

                  (b) A Fundamental Change Purchase Notice may be withdrawn by
means of a written notice (which may be delivered by letter, overnight courier,
hand delivery, facsimile transmission or in any other written form and, in the
case of Global Securities, may be delivered by other means in accordance with
Applicable Procedures) of withdrawal delivered by the Holder to the Paying Agent
at any time prior to the close of business on the Business Day immediately
preceding the Fundamental Change Purchase Date (or such later time as may be
required by applicable law), specifying (i) the principal amount of the Note or
portion thereof (which must be a principal amount of $1,000 or an integral
multiple thereof) with respect to which such notice of withdrawal is being
submitted, (ii) if certificated Notes have been issued, the certificate numbers
of the withdrawn Notes, or if not certificated, such notice must comply with
Applicable Procedures, and (iii) the principal amount, if any, which remains
subject to the Fundamental Change Purchase Notice. If a Fundamental Change
Purchase Notice has been properly withdrawn pursuant to this Section 5.2(b)
prior to the close of business on the Business

                                       36

<PAGE>

Day immediately preceding the Fundamental Change Purchase Date (or such later
time as may be required by applicable law), the Company shall not be obligated
to purchase those Notes so identified in such notice of withdrawal.

         Section 5.3. Deposit of Fundamental Change Purchase Price.

                  Prior to 10:00 a.m., New York City time, on the applicable
Fundamental Change Purchase Date, the Company shall irrevocably deposit with the
Paying Agent an amount of cash (in immediately available funds if deposited on
such Business Day) sufficient to pay the aggregate Fundamental Change Purchase
Price of all the Notes or portions thereof which are to be purchased as of such
Fundamental Change Purchase Date.

                  If the Paying Agent holds, in accordance with the terms
hereof, at 10:00 a.m., New York City time, on the applicable Fundamental Change
Purchase Date, cash sufficient to pay the Fundamental Change Purchase Price of
any Notes for which a Fundamental Change Purchase Notice has been tendered and
not withdrawn pursuant to Section 5.2(b), then, on such Fundamental Change
Purchase Date, such Notes shall cease to be outstanding and interest and
Contingent Interest and Additional Interest, if any, on such Notes shall cease
to accrue, whether or not book-entry transfer of such Notes is made and whether
or not such Notes are delivered to the Paying Agent, and the rights of the
Holders in respect thereof shall terminate (other than the right to receive the
Fundamental Change Purchase Price upon delivery of such Notes).

                  The Company shall make a Public Notice of the aggregate
principal amount of Notes purchased as a result of such Fundamental Change on or
as soon as practicable after the Fundamental Change Purchase Date.

         Section 5.4. Certificated Securities Purchased in Part.

                  Any Certificated Security that is to be purchased only in part
shall be surrendered at the office of the Paying Agent (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing) and promptly after
the Fundamental Change Purchase Date the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of such Note, without charge, a new
Note or Notes, of any authorized denomination or denominations as may be
requested by such Holder, in aggregate principal amount equal to, and in
exchange for, the portion of the principal amount of the Note so surrendered
that is not purchased.

         Section 5.5. Covenant to Comply With Securities Laws Upon Purchase of
Notes.

                  When complying with the provisions of Article V, and subject
to any exemptions available under applicable law, the Company shall:

                  (a) if such offer or purchase constitutes an "issuer tender
offer" for purposes of Rule 13e-4 (which term, as used herein, includes any
successor provision thereto) under the Exchange Act at the time of such offer or
purchase, (i) if applicable, comply with Rule 13e- 4 and Rule 14e-1 (or any
successor provision) under the Exchange Act and (ii) file the related Schedule
TO (or any successor schedule, form or report) if required under the Exchange
Act; and

                                       37

<PAGE>

                  (b) otherwise comply with all applicable federal and state
securities laws so as to permit the rights and obligations under this ARTICLE V
to be exercised in the time and in the manner specified therein.

         Section 5.6. Repayment to the Company.

                  To the extent that the aggregate amount of cash deposited by
the Company pursuant to Section 5.3 exceeds the aggregate Fundamental Change
Purchase Price of the Notes or portions thereof which the Company is obligated
to purchase as of the Fundamental Change Purchase Date then, promptly after the
Fundamental Change Purchase Date, the Paying Agent shall return any such excess
to the Company.

                                   ARTICLE VI

                                    COVENANTS

         Section 6.1. Payment of Notes.

                  The Company shall pay interest on the Notes as provided in the
Notes. The Company shall promptly make all payments in respect of the Notes on
the dates and in the manner provided in the Notes or pursuant to this Indenture.
Principal, Redemption Price, Purchase Price, Fundamental Change Purchase Price,
and accrued and unpaid interest (including Contingent Interest and Additional
Interest, if any) shall be considered paid on the applicable date due if by
10:00 a.m., New York City time, on such date the Paying Agent holds, in
accordance with this Indenture, cash or securities, if permitted hereunder,
sufficient to pay all such amounts then due. The Company shall, to the fullest
extent permitted by law, pay interest on overdue principal and overdue
installments of interest (including Contingent Interest and Additional Interest,
if any) at the rate borne by the Notes per annum. All references in this
Indenture or the Notes to interest shall, without duplication, be deemed to
include Contingent Interest and Additional Interest, if any, payable pursuant to
the Registration Rights Agreement.

                  Payment of the principal of and interest (including Contingent
Interest and Additional Interest, if any) on the Notes shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

                  Subject to Section 3.1, Section 4.1, Section 5.1 and Section
12.2, the Company shall pay interest (including Contingent Interest and
Additional Interest, if any) on the Notes to the Person in whose name the Notes
are registered at the close of business on the Regular Record Date next
preceding the corresponding Interest Payment Date. Any such interest (including
Contingent Interest and Additional Interest, if any) not so punctually paid or
duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may be paid (a) to the Person in whose name the Notes
are registered at the close of business on a Special Record Date for the payment
of such defaulted interest (including Contingent Interest and Additional
Interest, if any) to be fixed by the Company, notice of which shall be given to
the Holders not less than 10 calendar days prior to such Special Record Date or
(b) at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange.

                                       38

<PAGE>

                  The Holder must surrender the Notes to the Paying Agent to
collect payment of principal. Payment of cash interest (including Contingent
Interest and Additional Interest, if any) on Certificated Securities in the
aggregate principal amount of $5,000,000 or less shall be made by check mailed
to the address of the Person entitled thereto as such address appears in the
Register, and payment of cash interest (including Contingent Interest and
Additional Interest, if any) on Certificated Securities in aggregate principal
amount in excess of $5,000,000 shall be made by wire transfer in immediately
available funds if requested in writing by the Holder, otherwise by check mailed
to the address of the Holder. Notwithstanding the foregoing, so long as the
Notes are registered in the name of a Depositary or its nominee, all payments
with respect to the Notes shall be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee. At the Stated
Maturity, interest (including Contingent Interest and Additional Interest, if
any) on Certificated Securities will be payable at the office or agency of the
Trustee, Registrar, Paying Agent and Conversion Agent as described in Section
6.5 herein.

         Section 6.2. SEC and Other Reports to the Trustee.

                  (a) The Company shall ensure delivery to the Trustee within 15
calendar days after it files such annual and quarterly reports, information,
documents and other reports with the SEC, copies of its annual report and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which the
Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act in accordance with TIA Section 314(a). In the event the Company is
at any time no longer subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, it shall continue to provide the Trustee with reports
containing substantially the same information as would have been required to be
filed with the SEC had the Company continued to have been subject to such
reporting requirements. In such event, such reports shall be provided at the
times the Company would have been required to provide reports had it continued
to have been subject to such reporting requirements. The Company also shall
comply with the other provisions of TIA Section 314(a). Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of 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 conclusively on Officers'
Certificates). The Trustee shall have no duty or responsibility to review such
reports, information or documents. In the event that the Company shall provide
the Trustee with any such report and shall not have filed such report on EDGAR,
the Trustee, at the request of the Company, shall promptly mail copies of such
reports to each Holder (other than reports provided solely pursuant to TIA
Section 314(a)).

                  (b) The Company intends to file the reports referred to in
paragraph (a) above in this Section 6.2 hereof with the SEC in electronic form
pursuant to Regulation S-T of the SEC using the SEC's Electronic Data Gathering,
Analysis and Retrieval ("EDGAR") system. The Company shall notify the Trustee in
the manner prescribed herein of each such filing. The Trustee is hereby
authorized, but not obligated, to access the EDGAR system for purposes of
retrieving the reports so filed. Compliance with the foregoing shall constitute
delivery by the Company of such reports to the Trustee in compliance with the
provisions of Section 6.2(a) and TIA Section 314(a). The Trustee shall have no
duty to search for or obtain any electronic or other filings that the Company
makes with the SEC, regardless of whether such filings are

                                       39

<PAGE>

periodic, supplemental or otherwise. Delivery of the reports, information and
documents to the Trustee pursuant to this Section 6.2(b) shall be solely for the
purposes of compliance with this Section 6.2(b) and with TIA Section 314(a). The
Trustee's receipt of such reports, information and documents shall not
constitute notice to it of the content thereof or of any matter determinable
from the content thereof, including the Company's compliance with any of its
covenants hereunder, as to which the Trustee is entitled to rely upon Officers'
Certificates.

         Section 6.3. Compliance Certificate.

                  The Company shall deliver to the Trustee within 120 calendar
days after the end of each fiscal year of the Company an Officers' Certificate,
stating whether or not to the knowledge of the signers thereof, the Company is
in compliance with all conditions and covenants under this Indenture.

         Section 6.4. Further Instruments and Acts.

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

         Section 6.5. Maintenance of Office or Agency of the Trustee, Registrar,
Paying Agent and Conversion Agent.

                  The Company shall maintain in the Borough of Manhattan, New
York, New York, an office where Notes may be presented or surrendered for
payment, where Notes may be surrendered for registration of transfer, exchange,
redemption, repurchase or conversion and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served. The office
of the Trustee at 59 Maiden Lane, New York, New York 10038, shall initially be
such office or agency for all of the aforesaid purposes. The Company shall give
prompt written notice to the Trustee of the location, and of any change in the
location, of any such office or agency (other than a change in the location of
the office of 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 address of the Trustee set forth in Section 16.2.

                  The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, New York, New York, for such purposes.

         Section 6.6. Delivery of Information Required Under Rule 144A.

                  Prior to the expiration of the holding period applicable to
sales of the Notes under Rule 144(k) of the Securities Act (or any successor
provision), upon the request of a Holder or any beneficial owner of Notes or
holder or beneficial owner of Common Stock issued upon conversion thereof, the
Company shall, during any period in which the Company is not subject to Section
13 or 15(d) of the Exchange Act, promptly furnish or cause to be furnished the

                                       40

<PAGE>

information required pursuant to Rule 144A(d)(4) under the Securities Act to
such Holder or any beneficial owner of Notes or holder or beneficial owner of
Common Stock, or to a prospective purchaser of any such security designated by
any such holder, as the case may be, to the extent required to permit compliance
by such Holder or holder with Rule 144A under the Securities Act in connection
with the resale of any such security. Whether a person is a beneficial owner
shall be determined by the Company to the Company's reasonable satisfaction. It
is understood that any request from anyone other than a Holder shall be made
solely to, by and through the Company, and not to, by or through the Trustee.

         Section 6.7. Waiver of Stay, Extension or Usury Laws.

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

         Section 6.8. Statement by Officers as to Default.

                  The Company shall deliver to the Trustee, as soon as
practicable and in any event within five Business Days after the Company becomes
aware of the occurrence of any Default or Event of Default, an Officers'
Certificate setting forth the details of such Default or Event of Default and
the action which the Company proposes to take with respect thereto.

                                  ARTICLE VII

                              SUCCESSOR CORPORATION

         Section 7.1. When Company May Merge or Transfer Assets.

                  The Company shall not consolidate with or merge with or into
any other person or convey, transfer, sell, lease or otherwise dispose of all or
substantially all of its properties and assets to any person, unless:

                  (a) either (i) the Company shall be the continuing corporation
or (ii) the Person (if other than the Company) formed by such consolidation or
into which the Company is merged or the Person which acquires by conveyance,
transfer, sale, lease or other disposition all or substantially all of the
properties and assets of the Company substantially as an entirety (1) shall be
organized and validly existing under the laws of the United States or any State
thereof or the District of Columbia and (2) shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all of the

                                       41

<PAGE>

obligations of the Company under the Notes, this Indenture and the Registration
Rights Agreement and, to the extent applicable, otherwise comply with the
provisions of Section 12.4;

                  (b) immediately before and after giving effect to such
transaction, no Default shall have occurred and be continuing; and

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

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise) of the properties and assets of one or more
Subsidiaries, which, if such assets were owned by the Company, would constitute
all or substantially all of the properties and assets of the Company, shall be
deemed to be the transfer of all or substantially all of the properties and
assets of the Company unless such transfer is to the Company or another
Subsidiary.

                  The successor Person formed by such consolidation or into
which the Company is merged or the successor Person to which such conveyance,
transfer, sale, lease or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor had been named as the
Company herein; and thereafter, the Company shall be discharged from all
obligations and covenants under this Indenture and the Notes. Subject to Section
11.6, the Company, the Trustee and the successor Person shall enter into a
supplemental indenture to evidence the succession and substitution of such
successor Person and such discharge and release of the Company.

                                  ARTICLE VIII

                              DEFAULTS AND REMEDIES

         Section 8.1. Events of Default.

                  So long as any Notes are outstanding, each of the following
shall be an "EVENT OF DEFAULT":

                  (a) the failure by the Company to pay the principal of (or
premium, if any, on) any Note when the same becomes due and payable as therein
provided or as provided in this Indenture;

                  (b) the failure by the Company to pay any accrued and unpaid
interest (including Contingent Interest and Additional Interest, if any) on any
Note, in each case, when due and payable, and such default shall continue for a
period of 30 days;

                  (c) the failure by the Company to convert any portion of any
Note following the exercise by the Holder of the right to convert such Note into
Common Stock (or to deliver

                                       42

<PAGE>

cash or a combination of cash and Common Stock, if the Company elects) pursuant
to and in accordance with ARTICLE XII;

                  (d) the failure by the Company to redeem any Note, or any
portion thereof, called for redemption by the Company pursuant to and in
accordance with ARTICLE III;

                  (e) the failure by the Company to provide notice in the event
of a Fundamental Change in accordance with Section 5.1(b);

                  (f) the failure by the Company to purchase any Note, or any
portion thereof, in accordance with ARTICLE IV or ARTICLE V, upon the exercise
by the Holder of such Holder's right to require the Company to purchase such
Notes pursuant thereto;

                  (g) the failure by the Company to perform or observe any other
term, covenant or agreement contained in the Notes or this Indenture (other than
a term, covenant or agreement a default in whose performance or whose breach is
elsewhere in this Section 8.1 specifically dealt with) for a period of 60 days
after written notice of such failure has been given (1) to the Company by the
Trustee or (2) to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding;

                  (h) there shall have occurred a default under any credit
agreement, mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness of the Company or
any of its Subsidiaries whether such Indebtedness now exists, or is created
after the date of this Indenture, which default (i) involves the failure to pay
principal of or any premium or interest on such Indebtedness when such
Indebtedness becomes due and payable at the stated maturity thereof, and such
default shall continue after any applicable grace period or (ii) results in the
acceleration of such Indebtedness prior to the stated maturity thereof (without
such acceleration being rescinded or annulled), and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness so unpaid at its stated maturity or the stated maturity of
which has been so accelerated, aggregates $1,000,000 or more;

                  (i) there shall be a failure by the Company or any of its
Subsidiaries to pay final judgments not covered by insurance aggregating in
excess of $2,500,000, which judgments are not paid, discharged or stayed for a
period of 60 calendar days;

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

                  (i) commences a voluntary case or proceeding;

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

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

                                       43

<PAGE>

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

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

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

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

                  (i) is for relief against the Company or any Significant
         Subsidiary in an involuntary case or proceeding, or adjudicates the
         Company or any Significant Subsidiary insolvent or bankrupt;

                  (ii) appoints a Custodian of the Company or any Significant
         Subsidiary or for any substantial part of the property of either; or

                  (iii) orders the winding up or liquidation of the Company or
         any Significant Subsidiary,

and the order of decree remains unstayed and in effect for 60 days.

         Section 8.2. Acceleration.

                  If an Event of Default (other than an Event of Default
specified in Section 8.1(j) or Section 8.1(k) with respect to the Company)
occurs and is continuing (including an Event of Default specified in Section
8.1(j) or Section 8.1(k) with respect to one or more Significant Subsidiaries),
the Trustee by notice to the Company, or the Holders of at least 25% in
aggregate principal amount of the Notes at the time outstanding by notice to the
Company and the Trustee, may declare the principal of, and accrued and unpaid
interest (including Contingent Interest and Additional Interest, if any) on, all
the Notes to be immediately due and payable. Upon such a declaration, such
accelerated amount shall be due and payable immediately.

                  If an Event of Default specified in Section 8.1(j) or Section
8.1(k) occurs with respect to the Company and is continuing, the principal of,
and accrued and unpaid interest (including Contingent Interest and Additional
Interest, if any) on, all the Notes shall become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holders.

                  The Holders of a majority in aggregate principal amount of the
Notes at the time outstanding, by notice to the Trustee (and without notice to
any other Holder) may rescind an acceleration and its consequences if (a) the
rescission would not conflict with any judgment or decree, (b) all existing
Events of Default have been cured or waived, except nonpayment of the principal
of, premium, if any, or any accrued and unpaid interest (including Contingent
Interest and Additional Interest, if any) that have become due solely as a
result of acceleration and (c) all amounts due to the Trustee under Section 9.7
have been paid. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

                                       44

<PAGE>

         Section 8.3. Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may, but shall not be obligated to, pursue any available remedy to collect the
payment of the principal plus accrued and unpaid interest (including Contingent
Interest and Additional Interest, if any) on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

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

         Section 8.4. Waiver of Past Defaults.

                  Subject to Section 8.7 and Section 11.2, the Holders of a
majority in aggregate principal amount of the Notes at the time outstanding, by
notice to the Trustee (and without notice to any other Holder), may waive an
existing Default and its consequences except:

                  (a) a Default described in Section 8.1(a), Section 8.1(b),
Section 8.1(d) or Section 8.1(f);

                  (b) a Default which constitutes a failure to convert any Note
in accordance with the terms of ARTICLE XII; or

                  (c) a Default in respect of any provision of this Indenture or
the Notes, which, under Section 11.2, cannot be amended or modified without the
consent of each Holder affected thereby.

                  When a Default is waived, it is deemed cured, but no such
waiver shall extend to any subsequent or other Default or impair any consequent
right. This Section 8.4 shall be in lieu of Section 316(a)(1)(B) of the TIA and
such Section 316(a)(1)(B) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

         Section 8.5. Control by Majority.

                  The Holders of a majority in aggregate principal amount of the
Notes at the time outstanding may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or that
the Trustee determines in good faith is prejudicial to the rights of other
Holders or would involve the Trustee in personal liability unless the Trustee is
offered indemnity satisfactory to it. This Section 8.5 shall be in lieu of
Section 316(a)(1)(A) of the TIA and such Section 316(a)(1)(A) is hereby
expressly excluded from this Indenture, as permitted by the TIA.

         Section 8.6. Limitation on Suits.

                                       45

<PAGE>

                  A Holder may not pursue any remedy with respect to this
Indenture or the Notes unless:

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

                  (b) the Holders of at least 25% in aggregate principal amount
of the Notes at the time outstanding make a written request to the Trustee to
pursue the remedy;

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

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

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

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

         Section 8.7. Rights of Holders to Receive Payment or to Convert.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of the principal, Redemption Price,
Purchase Price, Fundamental Change Purchase Price and interest (including
Contingent Interest and Additional Interest, if any) in respect of the Notes
held by such Holder, on or after the respective due dates expressed in the Notes
and in this Indenture, and to convert such Notes in accordance with ARTICLE XII,
or to bring suit for the enforcement of any such payment on or after such
respective dates or the right to convert, is absolute and unconditional and
shall not be impaired or affected adversely without the consent of such Holder.

         Section 8.8. Collection Suit by Trustee.

                  If an Event of Default described in Section 8.1(a), Section
8.1(b), Section 8.1(d) or Section 8.1(f) occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company or another obligor on the Notes for the whole amount owing with
respect to the Notes and the amounts provided for in Section 9.7.

         Section 8.9. Trustee May File Proofs of Claim.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Notes or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal, Redemption Price,
Purchase Price, Fundamental Change Purchase Price and interest (including
Contingent Interest and Additional Interest, if any) in respect of the Notes
shall then be due and payable as therein

                                       46

<PAGE>

expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of any such amount)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:

                  (a) to file and prove a claim for the whole amount of the
principal, Redemption Price, Purchase Price, Fundamental Change Purchase Price
and interest (including Contingent Interest and Additional Interest, if any) and
to file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel or any other amounts due the Trustee under Section 9.7) and of the
Holders allowed in such judicial proceeding, and

                  (b) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 9.7.

                  Nothing contained herein shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.

         Section 8.10. Priorities.

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

                  FIRST:  to the Trustee for amounts due under Section 9.7;

                  SECOND: to Holders for amounts due and unpaid on the Notes for
the principal, Redemption Price, Purchase Price, Fundamental Change Purchase
Price and interest (including Contingent Interest and Additional Interest, if
any) as the case may be, ratably, without preference or priority of any kind,
according to such amounts due and payable on the Notes; and

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

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 8.10. At least 10 calendar days
prior to such record date, the Trustee shall mail to each Holder and the Company
a notice that states the record date, the payment date and the amount to be
paid.

         Section 8.11. Undertaking for Costs.

                                       47

<PAGE>

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant (other than the Trustee) in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 8.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 8.7 or a suit
by Holders of more than 10% in aggregate principal amount of the Notes at the
time outstanding. This Section 8.11 shall be in lieu of Section 315(e) of the
TIA and such Section 315(e) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

                                   ARTICLE IX

                                     TRUSTEE

         Section 9.1. Duties of Trustee.

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

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

                  (i) the Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture, but in the case of any such certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall examine the certificates and opinions
         to determine whether or not they conform to the requirements of this
         Indenture, but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein.

                  This Section 9.1(b) shall be in lieu of Section 315(a) of the
TIA and such Section 315(a) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

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

                  (i) this clause (c) does not limit the effect of clause (b) of
         this Section 9.1;

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

                                       48

<PAGE>

                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 8.5.

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

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

                  (e) The Trustee shall comply with the reporting requirements
         set forth in Section 313 of the TIA.

                  (f) Whether or not therein expressly so provided, every
         provision of this Indenture relating to the conduct or affecting the
         liability of or affording protection to the Trustee shall be subject to
         the provisions of this Section.

         Section 9.2. Rights of Trustee.

                  Subject to its duties and responsibilities under the TIA and
this Indenture,

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

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

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

                  (d) the Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith which it reasonably
believes to be authorized or within its rights or powers conferred under this
Indenture;

                  (e) the Trustee may consult with counsel selected by it and
any advice or Opinion of Counsel shall be full and complete authorization and
protection in respect of any

                                       49

<PAGE>

action taken or suffered or omitted by it hereunder in good faith and in
reliance on such advice or Opinion of Counsel;

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

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

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

                  (i) the Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Notes and this Indenture;

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

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

                  (l) to the extent permitted by the TIA, in no event shall the
Trustee be responsible or liable for special, indirect, or consequential loss or
damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action; and

                  (m) in no event shall the Trustee be responsible or liable for
any failure or delay in the performance of its obligations hereunder arising out
of or caused by, directly or indirectly, forces beyond its control, including,
without limitation, strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes

                                       50

<PAGE>

or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood
that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.

         Section 9.3. Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee; provided
that the Trustee must comply with Section 9.10 and Section 9.11. Any Paying
Agent, Registrar, Conversion Agent or co-registrar may do the same with like
rights.

         Section 9.4. Trustee's Disclaimer.

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

         Section 9.5. Notice of Defaults.

                  If a Default occurs and if it is known to the Trustee, the
Trustee shall give to each Holder notice of the Default within 90 calendar days
after it occurs or, if later, within 15 calendar days after it is known to the
Trustee, unless such Default shall have been cured or waived before the giving
of such notice. Notwithstanding the preceding sentence, except in the case of a
Default described in Section 8.1(a), Section 8.1(b), Section 8.1(d) or Section
8.1(f), the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interest of the Holders. The preceding sentence shall be in lieu of the
proviso to Section 315(b) of the TIA and such proviso is hereby expressly
excluded from this Indenture, as permitted by the TIA.

         Section 9.6. Reports by Trustee to Holders.

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

                  A copy of each report at the time of its mailing to Holders
shall be filed with the SEC and each securities exchange, if any, on which the
Notes are listed. The Company agrees to notify the Trustee promptly whenever the
Notes become listed on any securities exchange and of any delisting thereof.

         Section 9.7. Compensation and Indemnity.

                                       51

<PAGE>

                  The Company agrees to:

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

                  (b) reimburse the Trustee upon its request for all expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the compensation and the reasonable
expenses, advances and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its own negligence or
willful misconduct; and

                  (c) fully indemnify the Trustee or any predecessor Trustee and
their agents for, and hold them harmless against, any and all loss, damage,
claim, liability, cost or expense (including attorney's fees and expenses, and
taxes (other than taxes based upon, measured by or determined by the income of
the Trustee)) incurred without the Trustee's negligent action, negligent failure
to act or willful misconduct, arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses of
defending itself against any claim (whether asserted by the Company or any
Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, or in connection with
enforcing the provisions of this Section 9.7.

                  With regard to its indemnification rights under this Section
9.7(c) where the Company has assumed the defense in any action or proceeding,
the Trustee shall have the right to employ separate counsel in any such action
or proceeding and participate in the investigation and defense thereof, and the
Company shall pay the reasonable fees and expenses of such separate counsel;
provided, however, that the Trustee may only employ separate counsel at the
expense of the Company if in the judgment of the Trustee (i) a conflict of
interest exists by reason of common representation or (ii) there are legal
defenses available to the Trustee that are different from or are in addition to
those available to the Company or if all parties commonly represented do not
agree as to the action (or inaction) of counsel.

                  To secure the Company's payment obligations in this Section
9.7, the Trustee shall have a lien prior to the Notes on all money or property
held or collected by the Trustee, except that held in trust to pay the principal
amount, Redemption Price, Purchase Price, Fundamental Change Purchase Price or
interest (including Contingent Interest and Additional Interest, if any), as the
case may be, on particular Notes.

                  The Company's payment obligations pursuant to this Section 9.7
shall survive the discharge of this Indenture and the resignation or removal of
the Trustee. When the Trustee incurs expenses, after the occurrence of a Default
specified in Section 8.1(j) or Section 8.1(k), the expenses including the
reasonable charges and expenses of its counsel, are intended to constitute
expenses of administration under any Bankruptcy Law.

         Section 9.8. Replacement of Trustee.

                                       52

<PAGE>

                  The Trustee may resign by so notifying the Company; provided,
however, that no such resignation shall be effective until a successor Trustee
has accepted its appointment pursuant to this Section 9.8. The Holders of a
majority in aggregate principal amount of the Notes at the time outstanding may
remove the Trustee by so notifying the Trustee and the Company. The Company
shall remove the Trustee if:

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

                  (b) the Trustee is adjudged bankrupt or insolvent;

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

                  (d) the Trustee otherwise becomes incapable of acting.

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

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company satisfactory in form and
substance to the retiring Trustee and the Company. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, upon payment of all the retiring Trustee's
fees and expenses then due and payable and subject to the lien provided for in
Section 9.7.

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

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

         Section 9.9. Successor Trustee by Merger.

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

         Section 9.10. Eligibility; Disqualification.

                  The Trustee and any successor Trustee shall at all times
satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The Trustee (or
its parent holding company) shall have a combined capital and surplus of at
least $10,000,000 as set forth in its most recent published annual report of
condition. Nothing contained herein shall prevent the Trustee from filing with

                                       53

<PAGE>

the SEC the application referred to in the penultimate paragraph of TIA Section
310(b). If at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section 9.10, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

         Section 9.11. Preferential Collection of Claims Against Company.

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

                                   ARTICLE X

                             DISCHARGE OF INDENTURE

         Section 10.1. Discharge of Liability on Notes.

                  When (i) the Company delivers to the Trustee all outstanding
Notes (other than Notes replaced or repaid pursuant to Section 2.7) for
cancellation or (ii) all Notes not theretofore delivered to the Trustee for
cancellation have become due and payable, and the Company has irrevocably
deposited or caused to be deposited with the Trustee funds in an amount
sufficient to pay and discharge the entire Indebtedness on the Notes not
theretofore delivered to the Trustee for cancellation, for principal of, and
premium, if any, interest (including Contingent Interest and Additional
Interest, if any) on the Notes to the date of deposit together with irrevocable
instructions from the Company directing the Trustee to apply such funds to the
payment thereof at maturity or redemption, as the case may be; and if in either
case the Company pays all other sums payable hereunder by the Company, and the
Company has delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel stating that all conditions precedent under this Indenture relating to
the satisfaction and discharge of this Indenture have been complied with, then
this Indenture shall, subject to Section 9.7 and subject to the satisfaction of
any obligations of the Company under Article XII to effect settlement upon
conversion of the Notes, cease to be of further effect. The Trustee shall join
in the execution of a document prepared by the Company acknowledging
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officers' Certificate and Opinion of Counsel, each stating
that all conditions precedent under this Indenture relating to the satisfaction
and discharge of the Indenture have been complied with and at the cost and
expense of the Company. Notwithstanding the foregoing, the obligations of the
Company under Section 9.7 shall survive the discharge of the Indenture and the
Notes.

         Section 10.2. Deposited Monies to Be Held in Trust by Trustee.

                  Subject to Section 10.3, all monies deposited with the Trustee
pursuant to Section 10.1 shall be held in trust for the sole benefit of the
Holders and not to be subject to the subordination provisions of ARTICLE XIII;
provided, that such monies were not deposited in violation of ARTICLE XIII. Such
deposited monies shall be applied by the Trustee to the payment, either directly
or through any paying agent, to the holders of the particular Notes for the
payment of which such monies have been deposited with the Trustee, of all sums
due and to

                                       54

<PAGE>

become due thereon for principal and interest (including Contingent Interest and
Additional Interest, if any.)

         Section 10.3. Repayment to the Company.

                  The Trustee shall return to the Company upon written request
any cash or securities held by it for the payment of any amount with respect to
the Notes that remains unclaimed for two years, subject to applicable unclaimed
property law. After return to the Company, Holders entitled to the cash or
securities must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person and the Trustee
shall have no further liability to the Holders with respect to such cash or
securities for that period commencing after the return thereof.

                                   ARTICLE XI

                                   AMENDMENTS

         Section 11.1. Without Consent of Holders of Notes.

                  The Company and the Trustee may amend this Indenture or the
Notes without the consent of any Holder to:

                  (a) add to the covenants of the Company for the benefit of the
Holders of Notes;

                  (b) surrender any right or power herein conferred upon the
Company;

                  (c) provide for conversion rights of Holders of Notes if any
reclassification or change of the Common Stock or any consolidation, merger or
sale of all or substantially all of the Company's assets occurs;

                  (d) provide for the assumption of the Company's obligations to
the Holders of Notes in the case of a merger, consolidation, conveyance,
transfer, sale, lease or other disposition pursuant to ARTICLE VII;

                  (e) increase the Conversion Rate; provided, however, that such
increase in the Conversion Rate does not, in the good faith opinion of the Board
of Directors (as evidenced by a Board Resolution on which the Trustee may
conclusively rely), adversely affect the interests of the Holders of Notes
(after taking into account tax and other consequences of such increase);

                  (f) require the Company to settle its Conversion Obligation in
cash with respect to the principal amount of Notes surrendered for conversion if
a Principal Conversion Settlement Election has been made;

                  (g) comply with the requirements of the SEC in order to effect
or maintain the qualification of this Indenture under the TIA;

                                       55

<PAGE>

                  (h) make any changes or modifications necessary in connection
with the registration of the Notes under the Securities Act as contemplated in
the Registration Rights Agreement; provided, however, that such action pursuant
to this clause (h) does not, in the good faith opinion of the Board of Directors
(as evidenced by a Board Resolution on which the Trustee may conclusively rely),
adversely affect the interests of the Holders of Notes in any material respect;

                  (i) evidence and provide the acceptance of the appointment of
a successor trustee hereunder;

                  (j) add guarantees with respect to the Notes or secure the
Notes;

                  (k) cure any ambiguity or correct or supplement any provision
herein which may be inconsistent with any other provision herein or which is
otherwise defective, or make any other provisions with respect to matters or
questions arising under this Indenture which the Company may deem necessary or
desirable and which shall not be inconsistent with the provisions of this
Indenture; provided, however, that such action pursuant to this clause (k) does
not, in the good faith opinion of the Board of Directors (as evidenced by a
Board Resolution on which the Trustee may conclusively rely), adversely affect
the interests of the Holders of Notes in any material respect;

                  (l) evidence the succession of another Person to the Company
or any other obligor upon the Notes, and the assumption by any such successor of
the covenants of the Company or such obligor herein and in the Notes, in each
case in compliance with the provisions of this Indenture; or

                  (m) add or modify any other provisions herein with respect to
matters or questions arising hereunder which the Company and the Trustee may
deem necessary or desirable and which in the good faith opinion of the Board of
Directors (as evidenced by a Board Resolution on which the Trustee may
conclusively rely) will not adversely affect the interests of the Holders of
Notes.

         Section 11.2. With Consent of Holders of Notes.

                  Except as provided below in this Section 11.2, this Indenture
or the Notes may be amended, modified or supplemented, and noncompliance in any
particular instance with any provision of this Indenture or the Notes may be
waived, in each case with the written consent or affirmative vote of the Holders
of at least a majority of the principal amount of the Notes at the time
outstanding.

                  Without the written consent or the affirmative vote of each
Holder of Notes affected thereby (in addition to the written consent or the
affirmative vote of the holders of at least a majority of the principal amount
of the Notes at the time outstanding), an amendment or waiver under this Section
11.2 may not:

                  (a) change the maturity of the principal amount of, or the
payment date of any installment of interest (including Contingent Interest and
Additional Interest, if any) on, any Note;

                                       56

<PAGE>

                  (b) reduce the principal amount, Redemption Price, Purchase
Price or Fundamental Change Purchase Price of, or interest (including Contingent
Interest and Additional Interest, if any) on, any Note;

                  (c) change the currency of payment of the principal amount,
Redemption Price, Purchase Price or Fundamental Change Purchase Price of, or
interest (including Contingent Interest and Additional Interest, if any) on, any
Note from U.S. Dollars;

                  (d) impair or adversely affect the rate of accrual of interest
(including Contingent Interest and Additional Interest, if any) on any Note, or
the manner of calculation thereof;

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

                  (f) modify the Company's obligation to maintain a Registrar,
Paying Agent, Conversion Agent and an office or agency where notices and demands
to or upon the Company in respect of the Notes and this Indenture may be served
in the Borough of Manhattan, New York City;

                  (g) modify the optional redemption provisions of ARTICLE III
in a manner adverse to the Holders of Notes;

                  (h) impair or adversely affect the purchase rights of the
Holders of the Notes as provided in ARTICLE IV or ARTICLE V;

                  (i) impair or adversely affect the conversion rights of the
Holders of the Notes as provided in ARTICLE XII;

                  (j) modify the subordination provisions of ARTICLE XIII in a
manner adverse to the Holders of Notes;

                  (k) reduce the percentage of the principal amount of the
outstanding Notes the written consent or affirmative vote of whose Holders is
required for any such amendment, modification or supplement;

                  (l) reduce the percentage of the principal amount of the
outstanding Notes the written consent or affirmative vote of whose Holders is
required to rescind an acceleration and its consequences or for any waiver of
any past Default provided for in this Indenture; or

                  (m) waive any matter set forth in Section 8.4(a), Section
8.4(b), or Section 8.4(c).

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

                                       57

<PAGE>

                  After an amendment under this Section 11.2 becomes effective,
the Company shall mail to each Holder a notice briefly describing the amendment.

         Section 11.3. Compliance with Trust Indenture Act.

                  Every supplemental indenture executed pursuant to this Article
shall comply with the TIA.

         Section 11.4. Revocation and Effect of Consents, Waivers and Actions.

                  Until an amendment, waiver or other action by Holders becomes
effective, a consent thereto by a Holder of a Note hereunder is a continuing
consent by the Holder and every subsequent Holder of that Note or portion of the
Note that evidences the same obligation as the consenting Holder's Note, even if
notation of the consent, waiver or action is not made on the Note. However, any
such Holder or subsequent Holder may revoke the consent, waiver or action as to
such Holder's Note or portion of the Note if the Trustee receives the notice of
revocation before the date the amendment, waiver or action becomes effective.
After an amendment, waiver or action becomes effective, it shall bind every
Holder.

         Section 11.5. Notation on or Exchange of Notes.

                  Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this ARTICLE XI may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Notes so modified as to conform, in the opinion of the Trustee and the Board
of Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
outstanding Notes.

         Section 11.6. Trustee to Sign Supplemental Indentures.

                  The Trustee shall sign any supplemental indenture authorized
pursuant to this ARTICLE XI if the amendment contained therein does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign such supplemental indenture. In
signing any supplemental indenture the Trustee shall receive, and (subject to
the provisions of Section 9.1) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that such amendment is
authorized or permitted by this Indenture, and that all conditions precedent to
the execution of the Supplement have been complied with.

         Section 11.7. Effect of Supplemental Indentures.

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

                                       58

<PAGE>

                                  ARTICLE XII

                                  CONVERSION

         Section 12.1. Conversion Right.

                  (a) Subject to and upon compliance with the provisions of this
ARTICLE XII, a Holder of a Note shall have the right, at such Holder's option,
to convert all or any portion (if the portion to be converted is $1,000 of the
principal amount or an integral multiple thereof) of such Note into, subject to
Section 12.12 and the provisions of this Section 12.1, a number of fully paid
and nonassessable shares of Common Stock equal to the product of (x) the
Conversion Rate in effect on the date of conversion times (y) the quotient of
the principal amount of the Note or portion thereof surrendered for conversion
divided by $1,000, under the following circumstances:

                  (i) during any calendar quarter if, on each of at least 20
         Trading Days in the period of 30 consecutive Trading Days ending on the
         last Trading Day of the preceding calendar quarter, the Closing Sale
         Price of the Common Stock exceeds 120% of the Conversion Price in
         effect on the last Trading Day of such preceding calendar quarter;

                  (ii) at any time on or after January 1, 2020;

                  (iii) at any time prior to 5:00 p.m., New York City time, on
         the second Business Day preceding the Redemption Date, if such Note has
         been called for redemption pursuant to ARTICLE III; or

                  (iv) as provided in clause (b) of this Section 12.1.

                  The Company's obligations in respect of conversion of the
Notes as provided above are referred to as the "CONVERSION OBLIGATION."

                  The Trustee shall determine on the first day of each calendar
quarter prior to January 1, 2020 whether the Notes shall be convertible as a
result of the occurrence of an event specified in clause (a)(i) above and, if
the Notes shall be so convertible, shall promptly deliver to the Company notice
thereof and the Company shall make Public Notice to the Holders thereof on the
first day of such calendar quarter. Any notice so given shall be conclusively
presumed to have been duly given, whether or not the Holder receives such
notice.

                  Notes called for redemption may be converted at any time on
and after the date that the Company mails the notice to the Holders required in
Section 3.3 until 5:00 p.m., New York City time, on the second Business Day
preceding the corresponding Redemption Date.

                  With respect to any conversion of a Note during a Registration
Default Period following satisfaction of any of the conditions to conversion
described in the Indenture (and during the prescribed time periods in respect
thereof), a Holder shall be entitled to 103% of the number of shares of Common
Stock that the Holder would have otherwise been entitled to upon conversion,
except to the extent the Company elects to deliver cash upon conversion pursuant
to Section 12.12.

                                       59

<PAGE>

         (b) (i) In the event that:

                  (A) the Company distributes to all or substantially all
         holders of the Common Stock rights or warrants entitling them (for a
         period expiring within 60 days of the Record Date for such
         distribution) to subscribe for or purchase Common Stock, or securities
         convertible into or exchangeable for Common Stock, at a price per share
         of Common Stock less than the Closing Sale Price of the Common Stock on
         the Business Day immediately preceding the announcement of such
         distribution;

                  (B) the Company distributes to all or substantially all
         holders of its Common Stock cash or other assets, debt securities or
         rights or warrants to subscribe for or purchase its securities,
         including the declaration of any cash dividends, payable quarterly or
         otherwise, where the Fair Market Value (as determined by the Board of
         Directors) of such distribution per share of Common Stock exceeds 10%
         of the Closing Sale Price of the Common Stock on the Business Day
         immediately preceding the date of declaration of such distribution; or

                  (C) a Fundamental Change occurs,

then, in each case, the Notes may be surrendered for conversion at any time on
and after the date that the Company gives notice (including by making a Public
Notice) to the Holders of such right, which shall be, in the case of (A) or (B),
not less than 20 Business Days prior to the Ex-Dividend Time for such
distribution, or, in the case of (C), within 20 Business Days after the
occurrence of the Fundamental Change, until 5:00 p.m., New York City time, on
the earlier of the Business Day immediately preceding the Ex-Dividend Time and
the date the Company announces that such distribution shall not take place in
the case of (A) or (B), or within 20 Business Days of the Company's delivery of
the notice of the Fundamental Change in the case of (C); provided, however, that
in the case of (A) or (B), a Holder of Notes may not surrender Notes for
conversion if the Holder is otherwise entitled to participate in such
distribution without conversion.

                  (ii) In addition, in the event that the Company consolidates
         or merges with or into another Person, or is a party to a binding share
         exchange pursuant to which the Common Stock would be converted into
         cash, securities or other property as set forth in Section 12.4, then
         the Notes may be surrendered for conversion at any time from and after
         the date which is 15 calendar days prior to the date the Company
         announces by Public Notice as the anticipated effective time of such
         transaction until 15 calendar days after the effective date of such
         transaction, irrespective of whether such transaction constitutes a
         Fundamental Change.

         (c) Notwithstanding the foregoing, a Note in respect of which a Holder
has delivered a Purchase Notice or a Fundamental Change Purchase Notice, as the
case may be, exercising such Holder's right to require the Company to repurchase
such Note may be

                                       60

<PAGE>

converted only if such Purchase Notice or Fundamental Change Purchase Notice is
withdrawn in accordance with Section 4.2(b) or Section 5.2(b).

                  (d) A Holder of Notes shall not be entitled to any rights of a
holder of Common Stock until such Holder has converted its Notes to Common
Stock, and only to the extent such Notes are deemed to have been converted to
Common Stock as provided in Section 12.2(c).

         Section 12.2. Conversion Procedures; Conversion Rate; Fractional
Shares.

                  (a) Subject to Section 12.12, each Note shall be convertible
at the office of the Conversion Agent into fully paid and nonassessable shares
of Common Stock (calculated to the nearest 1/10,000th of a share).

                  The Conversion Agent shall notify the Company when it receives
a Conversion Notice. Pursuant to Section 12.12, the Company shall determine the
number of shares of Common Stock and/or the amount of cash, if any, that the
Holder that submitted the Conversion Notice is entitled to receive upon
surrender of the Notes covered by that Conversion Notice. If the Company elects
to settle in Common Stock only, a certificate for the full number of shares of
Common Stock into which the Notes are converted (and cash in lieu of fractional
shares) shall be delivered by the Company to such Holder, assuming all of the
other requirements have been satisfied by such Holder, as soon as practicable,
but in any event not more than 5 Business Days, after the Company issues its
notification of its chosen method of settlement in accordance with Section
12.12. If the Company elects to settle in cash or a combination of cash and
Common Stock (including, without limitation, pursuant to a Principal Conversion
Settlement Election), the cash and, if applicable, a certificate for the full
number of shares of Common Stock into which the Notes are converted (and cash in
lieu of fractional shares) shall be paid and delivered to such Holder, assuming
all of the other requirements have been satisfied by such Holder, in accordance
with Section 12.12. Notwithstanding the foregoing, the Company shall not be
required to deliver certificates for Common Stock while the stock transfer books
for such stock or the security register are duly closed for any purpose, but
certificates for Common Stock shall be issued and delivered as soon as
practicable after the opening of such books or security register.

                  The Company shall not issue fractional shares of its Common
Stock upon conversion of the Notes. In lieu thereof, the Company shall pay in
cash the value of such fractional shares based upon the Closing Sale Price of
its Common Stock on the Trading Day immediately prior to the date of conversion.

                  Except as described in Section 12.9, the Company will not make
any payment or other adjustment for accrued and unpaid interest (including
Contingent Interest and Additional Interest, if any) on any Notes when they are
converted. The Company's delivery to the Holder of the full number of shares of
Common Stock into which the Note is convertible (or, at the Company's option,
cash, or a combination of cash and Common Stock, in lieu thereof as provided in
Section 12.12), together with any cash payment for such Holder's fractional
shares, shall be deemed to satisfy the Company's obligation to pay the principal
of the Note and to satisfy its obligation to pay accrued and unpaid interest
(including Contingent Interest and Additional Interest, if any) through the
conversion date. As a result, accrued interest (including

                                       61

<PAGE>

Contingent Interest and Additional Interest, if any) is deemed paid in full
rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing,
accrued interest (including Contingent Interest and Additional Interest, if any)
will be payable upon any conversion of Notes made concurrently with or after
acceleration of the Notes following an Event of Default.

                  If a Holder has exercised its right to require the Company to
repurchase its Notes pursuant to ARTICLE IV or ARTICLE V, such Holder's
conversion rights on the Notes so subject to repurchase shall expire at 5:00
p.m., New York City time, on the Business Day immediately preceding the Purchase
Date or Fundamental Change Purchase Date, as the case may be. Notwithstanding
the foregoing, a Note in respect of which a Holder has delivered a Purchase
Notice or a Fundamental Change Purchase Notice, as the case may be, exercising
such Holder's right to require the Company to repurchase such Note may be
converted only if such Purchase Notice or Fundamental Change Purchase Notice is
withdrawn in accordance with Section 4.2(b) or Section 5.2(b).

                  (b) Before any Holder shall be entitled to convert any Notes
into Common Stock, such Holder shall, in the case of Global Securities, comply
with the Applicable Procedures of the Depositary in effect at that time, and in
the case of Certificated Securities, surrender such Notes, duly endorsed to the
Company or in blank, at the office of the Conversion Agent, and shall give
written notice to the Company at said office or place in the form of the
conversion notice attached to the Note (the "CONVERSION NOTICE") that such
Holder elects to convert the same and shall state in writing therein the
principal amount of Notes to be converted (in whole or in part so long as the
principal amount to be converted is in integral multiples of $1,000) and the
name or names (with addresses) in which such Holder wishes the certificate or
certificates for Common Stock to be issued.

                  Before any such conversion, a Holder also shall pay all funds
required from such Holder, if any, relating to interest (including Contingent
Interest and Additional Interest, if any) on the Notes, as provided in Section
12.9, and all taxes or duties, if any, as provided in Section 12.8.

                  If more than one Note shall be surrendered for conversion at
one time by the same Holder, the number of shares of Common Stock that shall be
deliverable upon conversion shall be computed on the basis of the aggregate
principal amount of the Notes (or specified portions thereof to the extent
permitted thereby) so surrendered.

                  If shares of Common Stock to be issued upon conversion of a
Restricted Security are to be issued in the name of a Person other than the
Holder of such Restricted Security, such Holder shall deliver to the Conversion
Agent a certification in substantially the form set forth in a Transfer
Certificate dated the date of surrender of such Restricted Security and signed
by such Holder, as to compliance with the restrictions on transfer applicable to
such Restricted Security. The Company shall not be required to issue Common
Stock upon conversion of any such Restricted Security to a Person other than the
Holder if such Restricted Security is not so accompanied by a properly completed
certification, and the Registrar shall not be required to register Common Stock
upon conversion of any such Restricted Security in the name of a Person other
than the Holder if such Restricted Security is not so accompanied by a properly
completed certification.

                                       62

<PAGE>

                  (c) A Note shall be deemed to have been converted immediately
prior to 5:00 p.m., New York City time, on the date on which all of the
conversion requirements set forth in Section 12.2(b) have been satisfied, and
the person or persons entitled to receive the Common Stock issuable upon such
conversion shall be treated for all purposes as the record Holder or Holders of
such Common Stock as of 5:00 p.m., New York City time, on such date.

                  (d) In case any Certificated Security shall be surrendered for
partial conversion, the Company shall execute and the Trustee shall authenticate
and deliver to or upon the written order of the Holder of the Note so
surrendered, without charge to such Holder (subject to the provisions of Section
12.8), a new Note or Notes in authorized denominations in an aggregate principal
amount equal to the unconverted portion of the surrendered Certificated
Securities.

                  (e) If and only to the extent a Holder elects to convert Notes
in connection with a Fundamental Change described in clause (i) or (iii) of the
definition thereof that occurs on or prior to December 1, 2009 pursuant to which
any of the consideration for the Common Stock (other than cash payments for
fractional shares and cash payments made in respect of dissenters' appraisal
rights) in such transaction consists of cash or securities (or other property)
that are not traded or scheduled to be traded immediately following such
transaction on a U.S. national securities exchange, the Nasdaq National Market
or the Nasdaq SmallCap Market, such holder will be entitled to receive, in
addition to a number of shares of Common Stock equal to the Conversion Rate per
$1,000 principal amount of Notes, an additional number of shares of Common Stock
(the "ADDITIONAL SHARES") as described below, subject to the Company's Principal
Conversion Settlement Election as described in Section 12.12 and subject to the
Company's rights in respect of a Public Acquirer Change of Control as described
in Section 12.13; provided, however, that if the Stock Price paid in connection
with such transaction is greater than $125.00 or less than $36.09 (subject in
each case to adjustment as described below), no Additional Shares shall be
issued. No Additional Shares shall be issuable under this Section 12.2(e) unless
the Holder elects to convert the Notes in connection with such transaction.

         The number of Additional Shares issuable in connection with the
conversion of Notes as described in the immediately preceding paragraph will be
determined by reference to the table attached as Schedule I hereto, based on the
effective date of such transaction and the Stock Price paid in connection with
such transaction; provided that if the Stock Price is between two Stock Price
amounts in the table or such effective date is between two effective dates in
the table, the number of Additional Shares will be determined by the Company by
a straight-line interpolation between the number of Additional Shares set forth
for the higher and lower Stock Price amounts and the two effective dates, as
applicable, based on a 365-day year. The "EFFECTIVE DATE" with respect to a
Fundamental Change transaction means the date on which such Fundamental Change
becomes effective.

         The Stock Prices set forth in the first row of the table in Schedule I
hereto will be adjusted as of any date on which the Conversion Rate of the Notes
is adjusted pursuant to Section 12.3. The adjusted Stock Prices will equal the
Stock Prices applicable immediately prior to such adjustment, multiplied by a
fraction, the numerator of which is the Conversion Rate immediately prior to the
adjustment giving rise to the Conversion Rate adjustment and the denominator of
which is the Conversion Rate as so adjusted. The number of Additional Shares

                                       63

<PAGE>

will be adjusted in the same manner and for the same events as the Conversion
Rate as set forth in Section 12.3.

         Notwithstanding the foregoing, in no event will the total number of
shares of Common Stock issuable upon conversion exceed 27.7085 per $1,000
principal amount of Notes, subject to adjustments in the same manner and for the
same events as the Conversion Rate as set forth in Section 12.3.

         Section 12.3. Adjustment of Conversion Rate.

                  The Conversion Rate shall be adjusted from time to time as
follows:

                  (a) In case the Company shall, at any time or from time to
         time after the initial Issue Date while any of the Notes are
         outstanding, pay a dividend or make a distribution in Common Stock to
         all or substantially all holders of its outstanding Common Stock, then
         the Conversion Rate in effect immediately prior to the close of
         business on the Record Date fixed for the determination of stockholders
         entitled to receive such dividend or other distribution shall be
         increased by multiplying such Conversion Rate by a fraction:

                  (i) the numerator of which shall be the sum of the total
         number of shares of Common Stock outstanding at the close of business
         on such Record Date and the total number of shares of Common Stock
         constituting such dividend or other distribution; and

                  (ii) the denominator of which shall be the number of shares of
         Common Stock outstanding at the close of business on such Record Date.

                  Such increase shall become effective immediately prior to the
opening of business on the day following the Record Date fixed for such
determination. If any dividend or distribution of the type described in this
Section 12.3(a) is declared but not so paid or made, the Conversion Rate shall
again be adjusted to the Conversion Rate which would then be in effect if such
dividend or distribution had not been declared.

                  (b) In case the Company shall, at any time or from time to
time after the initial Issue Date while any of the Notes are outstanding,
subdivide or split its outstanding shares of Common Stock into a greater number
of shares of Common Stock, the Conversion Rate in effect immediately prior to
the opening of business on the day following the day upon which such subdivision
or split becomes effective shall be proportionately increased, and, conversely,
in case the Company shall, at any time or from time to time after the initial
Issue Date while any of the Notes are outstanding, combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, the
Conversion Rate in effect immediately prior to 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 prior to the opening of business on the day
following the day upon which such subdivision, split or combination becomes
effective, so that the Holder of any Note thereafter surrendered for conversion
shall be entitled to receive that number of shares of Common Stock which it
would have received had such Note been converted immediately prior to the
happening of such event adjusted as a result of such event.

                                       64

<PAGE>

                  (c) In case the Company shall, at any time or from time to
time after the initial Issue Date while any of the Notes are outstanding, issue
rights or warrants for a period expiring within 60 days (other than any rights
or warrants referred to in Section 12.3(d)) to all or substantially all holders
of its outstanding Common Stock entitling them to subscribe for or purchase
Common Stock (or securities convertible into or exchangeable or exercisable for
Common Stock), at a price per share of Common Stock (or having a conversion,
exchange or exercise price per share of Common Stock) less than the Closing Sale
Price of the Common Stock on the Business Day immediately preceding the date of
announcement of such issuance (treating the conversion, exchange or exercise
price per share of Common Stock of the securities convertible, exchangeable or
exercisable into Common Stock as equal to (x) the sum of (i) the price for a
unit of the security convertible into or exchangeable or exercisable for Common
Stock and (ii) any additional consideration initially payable upon the
conversion of or exchange or exercise for such security into Common Stock
divided by (y) the number of shares of Common Stock initially underlying such
convertible, exchangeable or exercisable security), then the Conversion Rate
shall be increased by multiplying the Conversion Rate in effect at the opening
of business on the date after such date of announcement 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 of
         announcement, plus the total number of additional shares of Common
         Stock so offered for subscription or purchase (or into which the
         convertible, exchangeable or exercisable securities so offered are
         convertible, exchangeable or exercisable); and

                  (ii) the denominator of which shall be the number of shares of
         Common Stock outstanding on the close of business on the date of
         announcement, plus the number of shares of Common Stock (or
         convertible, exchangeable or exercisable securities) which the
         aggregate offering price of the total number of shares of Common Stock
         (or convertible, exchangeable or exercisable securities) so offered for
         subscription or purchase (or the aggregate conversion, exchange or
         exercise price of the convertible, exchangeable or exercisable
         securities so offered) would purchase at the Closing Sale Price of the
         Common Stock on the date of announcement.

                  Such increase shall become effective immediately prior to the
opening of business on the day following the Record Date for such determination.
To the extent that shares of Common Stock (or securities convertible,
exchangeable or exercisable into shares of Common Stock) are not delivered
pursuant to such rights or warrants, upon the expiration or termination of such
rights or warrants, the Conversion Rate shall be readjusted to the Conversion
Rate which would then be in effect had the adjustments made upon the issuance of
such rights or warrants been made on the basis of the delivery of only the
number of shares of Common Stock (or securities convertible, exchangeable or
exercisable into shares of Common Stock) actually delivered. In the event that
such rights or warrants are not so issued, the Conversion Rate shall again be
adjusted to be the Conversion Rate which would then be in effect if the Record
Date fixed for the determination of stockholders entitled to receive such rights
or warrants had not been fixed. In determining whether any rights or warrants
entitle the holders to subscribe for or purchase shares of Common Stock at less
than such Closing Sale Price, and in determining the aggregate offering price of
such shares of Common Stock, there shall be taken into account any

                                       65

<PAGE>

consideration received for such rights or warrants, the value of such
consideration if other than cash, to be determined by the Board of Directors.

                  (d) Distributions by the Company.

                  (A) In case the Company shall, at any time or from time to
time after the initial Issue Date while any of the Notes are outstanding, by
dividend or otherwise, distribute to all or substantially all holders of its
outstanding shares of Common Stock (including any such distribution made in
connection with a consolidation or merger in which the Company is the continuing
corporation and the shares of Common Stock are not changed or exchanged), shares
of its capital stock, evidences of its Indebtedness or other assets, including
securities (including shares of capital stock of one or more of the Company's
Subsidiaries), but excluding (i) dividends or distributions of Common Stock
referred to in Section 12.3(a), (ii) any rights or warrants referred to in
Section 12.3(c), (iii) dividends and distributions paid exclusively in cash
referred to in this Section 12.3(d) and (iv) dividends and distributions of
stock, securities or other property or assets (including cash) in connection
with the reclassification, change, merger, consolidation, statutory share
exchange, combination, sale or conveyance to which Section 12.4 applies (such
capital stock, evidence of its indebtedness, other assets or securities being
distributed hereinafter in this Section 12.3(d) called the "DISTRIBUTED
ASSETS"), then, in each such case, subject to paragraphs (D) and (E) of this
Section 12.3(d), the Conversion Rate shall be increased 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
         of the Common Stock; and

                  (ii) the denominator of which shall be such Current Market
         Price of the Common Stock, less the Fair Market Value on such date of
         the portion of the distributed assets so distributed applicable to one
         share of Common Stock (determined on the basis of the number of shares
         of Common Stock outstanding on the Record Date) on such date.

                  Such increase shall become effective immediately prior to the
opening of business on the day following the Record Date for such distribution.
In the event that such dividend or distribution is not so paid or made, the
Conversion Rate shall again be adjusted to be the Conversion Rate which would
then be in effect if such dividend or distribution had not been declared.

                  (B) If the Board of Directors determines the Fair Market Value
of any distribution for purposes of this Section 12.3(d) by reference to the
actual or when issued trading market for any distributed assets comprising all
or part of such distribution, it must in doing so consider the prices in such
market over the same period (the "REFERENCE PERIOD") used in computing the
Current Market Price pursuant to Section 12.3(g) below to the extent possible,
unless the Board of Directors determines in good faith that determining the Fair
Market Value during the Reference Period would not be in the best interest of
the Holders.

                  (C) In the event any such distribution consists of shares of
capital stock of, or similar equity interests in, one or more of the Company's
Subsidiaries (a "SPIN-OFF"), the Fair

                                       66

<PAGE>

Market Value of the securities to be distributed shall equal the average of the
Closing Sale Prices of such securities on the principal securities market on
which such securities are traded for the five consecutive Trading Days
commencing on and including the sixth Trading Day of those securities after the
effectiveness of the Spin-Off, and the Current Market Price shall be measured
for the same period. In the event, however, that an underwritten initial public
offering of the securities in the Spin-Off occurs simultaneously with the
Spin-Off, Fair Market Value of the securities distributed in the Spin-Off shall
mean the initial public offering price of such securities and the Current Market
Price shall mean the Closing Sale Price for the Common Stock on the same Trading
Day.

                  (D) Rights or warrants distributed by the Company to all
holders of the outstanding shares of Common Stock entitling them to subscribe
for or purchase Equity Interests of the Company (either initially or under
certain circumstances), which rights or warrants, until the occurrence of a
specified event or events ("TRIGGER EVENT"), (x) are deemed to be transferred
with such shares of Common Stock, (y) are not exercisable and (z) are also
issued in respect of future issuances of shares of Common Stock shall be deemed
not to have been distributed for purposes of this Section 12.3(d) (and no
adjustment to the Conversion Rate under this Section 12.3(d) shall be required)
until the occurrence of the earliest Trigger Event. If such right or warrant is
subject to subsequent events, upon the occurrence of which such right or warrant
shall become exercisable to purchase different distributed assets, evidences of
indebtedness or other assets, or entitle the holder to purchase a different
number or amount of the foregoing or to purchase any of the foregoing at a
different purchase price, then the occurrence of each such event shall be deemed
to be the date of issuance and Record Date with respect to a new right or
warrant (and a termination or expiration of the existing right or warrant
without exercise by the holder thereof). In addition, in the event of any
distribution (or deemed distribution) of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto, that resulted in an adjustment to the Conversion Rate under
this Section 12.3(d):

                  (i) in the case of any such rights or warrants which shall all
         have been redeemed or repurchased without exercise by any holders
         thereof, the Conversion Rate shall be readjusted upon such final
         redemption or repurchase to give effect to such distribution or Trigger
         Event, as the case may be, as though it were a cash distribution, equal
         to the per share redemption or repurchase price received by a holder of
         shares of Common Stock with respect to such rights or warrants
         (assuming such holder had retained such rights or warrants), made to
         all holders of Common Stock as of the date of such redemption or
         repurchase; and

                  (ii) in the case of such rights or warrants which shall have
         expired or been terminated without exercise, the Conversion Rate shall
         be readjusted as if such rights and warrants had never been issued.

                  To the extent that the Company has a rights plan in effect
upon the conversion of the Notes into Common Stock only or a combination of cash
and Common Stock, with respect to the conversion consideration payable in Common
Stock, a Holder will receive in addition to the Common Stock, the rights under
the rights plan, unless the rights have separated from the Common Stock prior to
the time of conversion, in which case the Conversion Rate will be

                                       67

<PAGE>

adjusted at the time of separation as if the Company made a distribution
referred to in this Section 12.3(d). To the extent that the Company has a rights
plan in effect upon conversion of the Notes into cash, with respect to the
conversion consideration payable in cash, a Holder will not receive any rights
under the rights plan or other consideration in respect thereof.

                  (E) For purposes of this Section 12.3(d) and Section 12.3(a),
Section 12.3(b) and Section 12.3(c), any dividend or distribution to which this
Section 12.3(d) is applicable that also includes (x) shares of Common Stock, (y)
a subdivision, split or combination of shares of Common Stock to which Section
12.3(b) applies or (z) rights or warrants to subscribe for or purchase shares of
Common Stock to which Section 12.3(c) applies (or any combination thereof),
shall be deemed instead to be:

                  (i) a dividend or distribution of the evidences of
         indebtedness, assets, shares of capital stock, rights or warrants,
         other than such shares of Common Stock, such subdivision, split or
         combination or such rights or warrants to which Section 12.3(a),
         Section 12.3(b) and Section 12.3(c) apply, respectively (and any
         Conversion Rate adjustment required by this Section 12.3(d) with
         respect to such dividend or distribution shall then be made),
         immediately followed by

                  (ii) a dividend or distribution of such shares of Common
         Stock, such subdivision, split or combination or such rights or
         warrants (and any further Conversion Rate increase required by Section
         12.3(a), Section 12.3(b) and Section 12.3(c) with respect to such
         dividend or distribution shall then be made), except:

                           (1) the Record Date of such dividend or distribution
                  shall be substituted as (i) "the date fixed for the
                  determination of stockholders entitled to receive such
                  dividend or other distribution," "Record Date fixed for such
                  determinations" and "Record Date" within the meaning of
                  Section 12.3(a), (ii) "the day upon which such subdivision or
                  split becomes effective" or "the day upon which such
                  combination becomes effective" (as = applicable) within the
                  meaning of Section 12.3(b), and (iii) as "the Record Date
                  fixed for the determination of the stockholders entitled to
                  receive such rights or warrants" and such "Record Date" within
                  the meaning of Section 12.3(c); and

                           (2) any reduction or increase in the number of shares
                  of Common Stock resulting from such subdivision, split or
                  combination (as applicable) shall be disregarded in connection
                  with such dividend or distribution.

                  (e) In case the Company shall, at any time or from time to
time after the initial Issue Date while any of the Notes are outstanding, by
dividend or otherwise, distribute to all or substantially all holders of its
outstanding shares of Common Stock, cash (including any quarterly cash
dividends), then, and in each case, immediately after the close of business on
such date, the Conversion Rate shall be increased by multiplying the Conversion
Rate in effect immediately prior to the close of business on such Record Date by
a fraction:

                                       68

<PAGE>

                           (A) the numerator of which shall be equal to the
                  Current Market Price on such date; and

                           (B) the denominator of which shall be equal to the
                  Current Market Price on the Record Date, less an amount equal
                  to the quotient of (x) the aggregate amount of such cash
                  distribution and (y) the number of shares of Common Stock
                  outstanding on the Record Date.

                  Such increase shall become effective immediately prior to the
opening of business on the day following the Record Date for such distribution.
In the event that such distribution is not so made, the Conversion Rate shall
again be adjusted to be the Conversion Rate which would then be in effect if
such distribution had not been declared.

                  (f) In case a tender offer or exchange offer (other than as
part of a stock option exchange offer) made by the Company or any of its
Subsidiaries for all or any portion of the Common Stock, in which the per share
consideration exceeds the average Closing Sale Price of the Common Stock for the
ten Trading Days prior to the expiration of such offer, shall expire, then and
in each such case, immediately prior to the opening of business on the day after
the date of the last time (the "EXPIRATION TIME") tenders or exchanges could
have been made pursuant to such tender offer or exchange offer, 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 the date of the Expiration Time by a fraction:

                           (A) the numerator of which shall be the sum of (x)
                  the product of (i) the number of shares of Common Stock
                  outstanding (excluding any tendered or exchanged shares) at
                  the Expiration Time and (ii) the Current Market Price of the
                  Common Stock at the Expiration Time, and (y) the Fair Market
                  Value of the aggregate consideration payable to stockholders
                  based on acceptance (up to any maximum specified in the terms
                  of the tender offer or exchange offer) of all shares validly
                  tendered and not withdrawn as of the Expiration Time; and

                           (B) the denominator of which shall be the product of
                  the number of shares of Common Stock outstanding (including
                  any tendered or exchanged shares) at the Expiration Time and
                  the Current Market Price of the Common Stock at the Expiration
                  Time.

                  Such increase (if any) shall become effective immediately
prior to the opening of business on the day following the Expiration Time. In
the event that the Company is obligated to purchase shares pursuant to any such
tender offer or exchange offer, but the Company is permanently prevented by
applicable law from effecting any such purchases or all or a portion of such
purchases are rescinded, the Conversion Rate shall again be adjusted to be the
Conversion Rate which would then be in effect if such (or such portion of the)
tender offer or exchange offer had not been made. If the application of this
Section 12.3(e) to any tender offer or exchange offer would result in a decrease
in the Conversion Rate, no adjustment shall be made for such tender offer or
exchange offer under this Section 12.3(e).

                                       69

<PAGE>

                  (g) For purposes of this ARTICLE XII, the following terms
shall have the meanings indicated:

                  "CURRENT MARKET PRICE" on any date means the average of the
daily Closing Sale Prices per share of Common Stock for the ten consecutive
Trading Days immediately prior to such date; provided, however, that if:

                  (i) the "ex" date (as hereinafter defined) for any event
         (other than the issuance or distribution requiring such computation)
         that requires an adjustment to the Conversion Rate pursuant to Section
         12.3(a), Section 12.3(b), Section 12.3(c), Section 12.3(d), Section
         12.3(e) or Section 12.3(f) occurs during such ten consecutive Trading
         Days, the Closing Sale Price for each Trading Day prior to the "ex"
         date for such other event shall be adjusted by multiplying such Closing
         Sale Price by the same fraction by which the Conversion Rate is so
         required to be adjusted as a result of such other event;

                  (ii) the "ex" date for any event (other than the issuance or
         distribution requiring such computation) that requires an adjustment to
         the Conversion Rate pursuant to Section 12.3(a), Section 12.3(b),
         Section 12.3(c), Section 12.3(d), Section 12.3(e) or Section 12.3(f)
         occurs on or after the "ex" date for the issuance or distribution
         requiring such computation and prior to the day in question, the
         Closing Sale Price for each Trading Day on and after the "ex" date for
         such other event shall be adjusted by multiplying such Closing Sale
         Price by the reciprocal of the fraction by which the Conversion Rate is
         so required to be adjusted as a result of such other event; and

                  (iii) the "ex" date for the issuance or distribution requiring
         such computation is prior to the day in question, after taking into
         account any adjustment required pursuant to clause (i) or (ii) of this
         proviso, the Closing Sale Price for each Trading Day on or after such
         "ex" date shall be adjusted by adding thereto the amount of any cash
         and the Fair Market Value (as determined by the Board of Directors in a
         manner consistent with any determination of such value for purposes of
         Section 12.3(d), Section 12.3(e) or Section 12.3(f)) of the evidences
         of Indebtedness, shares of capital stock or assets being distributed
         applicable to one share of Common Stock as of the close of business on
         the day before such "ex" date.

For purposes of any computation under Section 12.3(f), if the "ex" date for any
event (other than the tender offer requiring such computation) that requires an
adjustment to the Conversion Rate pursuant to Section 12.3(a), Section 12.3(b),
Section 12.3(c), Section 12.3(d), Section 12.3(e) or Section 12.3(f) occurs on
or after the Expiration Time for the tender or exchange offer requiring such
computation and prior to the day in question, the Closing Sale Price for each
Trading Day on and after the "ex" date for such other event shall be adjusted by
multiplying such Closing Sale Price by the reciprocal of the fraction by which
the Conversion Rate is so required to be adjusted as a result of such other
event. For purposes of this paragraph, the term "ex" date, when used:

                  (i) 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
         was obtained without the right to receive such issuance or
         distribution;

                                       70

<PAGE>

                  (ii) with respect to any subdivision, split or combination 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, split or combination becomes effective; and

                  (iii) with respect to any tender offer or exchange offer,
         means the first date on which the Common Stock trades regular way on
         such exchange or in such market after the Expiration Time of such
         offer.

Notwithstanding the foregoing, whenever successive adjustments to the Conversion
Rate are called for pursuant to this Section 12.3, such adjustments shall be
made to the Current Market Price as may be necessary or appropriate to
effectuate the intent of this Section 12.3 and to avoid unjust or inequitable
results as determined in good faith by the Board of Directors.

                  "FAIR MARKET VALUE" means the amount which a willing buyer
would pay a willing seller in an arm's length transaction (as determined by the
Board of Directors, whose determination shall be made in good faith and, absent
manifest error, shall be final and binding on Holders of the Notes).

                  "RECORD DATE" means, 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).

                  (h) The Company shall be entitled to make such additional
increases in the Conversion Rate, in addition to those required by Section
12.3(a), Section 12.3(b), Section 12.3(c), Section 12.3(d), Section 12.3(e) or
Section 12.3(f), if the Board of Directors determines that it is advisable,
subject to compliance with Nasdaq Marketplace Rule 4350(i), in order that any
dividend or distribution of Common Stock, any subdivision, reclassification or
combination of Common Stock or any issuance of rights or warrants referred to
above, or any event treated as such for United States federal income tax
purposes, shall not be taxable to the holders of Common Stock for United States
federal income tax purposes or to diminish any such tax.

                  (i) To the extent permitted by law and applicable rules of
Nasdaq or other market on which the Common Stock trades, the Company may, from
time to time, increase the Conversion Rate by any amount for any period of time
if such period is at least 20 calendar days, the increase is irrevocable during
the period and the Board of Directors, in good faith and absent manifest error,
determines that such increase would be in the best interest of the Company,
subject to compliance with Nasdaq Marketplace Rule 4350(i). Any such
determination by the Company's Board of Directors shall be conclusive. Whenever
the Conversion Rate is increased pursuant to the preceding sentence or clause
(h) above, the Company shall mail to the Trustee and each Holder at the address
of such Holder as it appears in the register of the Notes maintained by the
Registrar (and make a Public Notice), at least 15 Business Days prior to the
date the increased Conversion Rate takes effect, a notice of the increase
stating the increased Conversion Rate and the period during which it shall be in
effect.

                                       71

<PAGE>

                  (j) In any case in which this Section 12.3 shall require that
any adjustment be made effective as of or retroactively immediately following a
Record Date, the Company may elect to defer (but only for five Trading Days
following the filing of the notice referred to in Section 12.5) issuing to the
Holder of any Notes converted after such Record Date the Common Stock issuable
upon such conversion over and above the Common Stock issuable upon such
conversion on the basis of the Conversion Rate prior to adjustment; provided,
however, that the Company shall deliver to such Holder a due bill or other
appropriate instrument evidencing such Holder's right to receive such additional
Common Stock upon the occurrence of the event requiring such adjustment.

                  (k) All calculations under this Section 12.3 shall be made to
the nearest cent or one-hundredth of a share, with one-half cent and 0.005 of a
share, respectively, being rounded upward. Notwithstanding any other provision
of this Section 12.3, the Company shall not be required to make any adjustment
of the Conversion Rate unless such adjustment would require an increase or
decrease of at least 1% in the Conversion Rate as last adjusted. Any lesser
adjustment shall be carried forward and shall be made at the earlier of (i) the
time of and together with the next subsequent adjustment which, together with
any adjustment or adjustments so carried forward, shall amount to an increase or
decrease of at least 1% in the Conversion Rate as last adjusted or (ii) in
connection with any conversion of the Notes following a call for redemption or
at Stated Maturity, as applicable. Any adjustments under this Section 12.3 shall
be made successively whenever an event requiring such an adjustment occurs.

                  (l) In the event that at any time, as a result of an
adjustment made pursuant to this Section 12.3, the Holder of any Notes
thereafter surrendered for conversion shall become entitled to receive any
shares of Applicable Stock of the Company other than Common Stock into which the
Notes originally were convertible, the Conversion Rate of such other shares so
receivable upon conversion of any such Note shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to Common Stock contained in subparagraphs (a) through
(k) of this Section 12.3, and the provision of Section 12.1, Section 12.2 and
Section 12.4 through Section 12.9 with respect to the Common Stock shall apply
on like or similar terms to any such other shares (including, without
limitation, the determination of whether the conditions to conversion provided
in Section 12.1 have been satisfied). In the event that the Conversion Rate is
required to be adjusted pursuant to this Section 12.3 during any period referred
to in Section 12.1(a)(i) or any Cash Settlement Averaging Period, the Closing
Sale Price for each Trading Day during such period shall, to the extent
necessary, be adjusted to reflect the effects of such adjustment to this Section
12.3.

                  (m) No adjustment shall be made pursuant to this Section 12.3
if the effect thereof would be to reduce the Conversion Price below the par
value (if any) of the Common Stock.

         Section 12.4. Consolidation or Merger of the Company.

                  If any of the following events occurs, namely:

                  (a) any reclassification or change of the outstanding shares
of Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination);

                                       72

<PAGE>

                  (b) any merger, consolidation, statutory share exchange or
combination of the Company with another Person as a result of which holders of
Common Stock shall be entitled to receive stock, securities or other property or
assets (including cash) with respect to or in exchange for such Common Stock; or

                  (c) any sale or conveyance of all or substantially all of the
properties and assets of the Company to any other Person as a result of which
holders of Common Stock shall be entitled to receive stock, securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock;

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, if such supplemental indenture is then required to so comply)
providing that such Notes shall be convertible into the kind and amount of
shares of stock and other securities or property or assets (including cash)
which such Holder would have been entitled to receive upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance had such Notes been converted into Common Stock
immediately prior to such reclassification, change, merger, consolidation,
statutory share exchange, combination, sale or conveyance assuming such holder
of Common Stock did not exercise its rights of election, if any, as to the kind
or amount of securities, cash or other property receivable upon such merger,
consolidation, statutory share exchange, sale or conveyance (provided, that if
the kind or amount of securities, cash or other property receivable upon such
merger, consolidation, statutory share exchange, 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 12.4, the kind and amount of securities, cash or other property
receivable upon such merger, consolidation, statutory share exchange, sale or
conveyance for each Non-Electing Share shall be deemed to be the kind and amount
so receivable per share by a plurality of the Non-Electing Shares). Such
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this ARTICLE
XII and, to the extent applicable, reflect the other types of adjustments
provided for in Section 12.3(l). If, in the case of any such reclassification,
change, merger, consolidation, statutory share exchange, combination, sale or
conveyance, the stock or other securities and assets receivable thereupon by a
holder of Common Stock includes shares of stock or other securities and assets
of a Person other than the successor or purchasing Person, as the case may be,
in such reclassification, change, merger, consolidation, statutory share
exchange, combination, sale or conveyance, then such supplemental indenture
shall also be executed by such other Person and shall contain such additional
provisions to protect the interests of the Holders of the Notes as the Board of
Directors shall reasonably consider necessary by reason of the foregoing
including the provisions providing for the repurchase rights set forth in
ARTICLE IV and ARTICLE V.

                  The Company shall cause notice of the execution of such
supplemental indenture to be mailed to each Holder, at the address of such
Holder as it appears on the register of the Notes maintained by the Registrar,
within 20 days after execution thereof. Failure to deliver such notice shall not
affect the legality or validity of such supplemental indenture.

                                       73

<PAGE>

                  The above provisions of this Section 12.4 shall similarly
apply to successive reclassifications, mergers, consolidations, statutory share
exchanges, combinations, sales and conveyances.

                  If this Section 12.4 applies to any event or occurrence,
Section 12.3 shall not apply. Notwithstanding this Section 12.4, if a Public
Acquirer Change of Control occurs and the Company elects to adjust the
Conversion Rate and its conversion obligation pursuant to Section 12.13, the
provisions of Section 12.13 shall apply to the conversion instead of this
Section 12.4.

                  Any Additional Shares which a Holder is entitled to receive
upon conversion pursuant to Section 12.2(e), if applicable, shall not be payable
in shares of Common Stock, but will represent a right to receive the aggregate
amount of cash, securities or other property into which the Additional Shares
would convert as a result of such recapitalization, consolidation, merger, share
transfer, acquisition or share exchange.

         Section 12.5. Notice of Adjustment.

                  Whenever an adjustment in the Conversion Rate with respect to
the Notes is required:

                  (a) the Company shall forthwith place on file with the Trustee
and any Conversion Agent for such securities a certificate of the Chief
Financial Officer of the Company, stating the adjusted Conversion Rate
determined as provided herein and setting forth in reasonable detail such facts
as shall be necessary to show the reason for and the manner of computing such
adjustment; and

                  (b) a notice stating that the Conversion Rate has been
adjusted and setting forth the adjusted Conversion Rate shall forthwith be given
by the Company or, at the Company's request, by the Trustee in the name and at
the expense of the Company, to each Holder in the manner provided in Section
16.2. Any notice so given shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice.

         Section 12.6. Notice in Certain Events.

                  In case of:

                  (a) a consolidation or merger to which the Company is a party
and for which approval of any holders of Common Stock of the Company is
required, or of the sale or conveyance to another Person or entity or group of
Persons or entities acting in concert as a partnership, limited partnership,
syndicate or other group (within the meaning of Rule 13d-3 under the Exchange
Act) of all or substantially all of the property and assets of the Company; or

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

                  (c) any action triggering an adjustment of the Conversion Rate
referred to in clauses (x) or (y) below;

                                       74

<PAGE>

                  then, in each case, the Company shall cause to be filed with
the Trustee and the Conversion Agent, and shall cause to be given, to the
Holders of the Notes in the manner provided in Section 16.2, at least 15 days
prior to the applicable date hereinafter specified, a notice stating:

                  (x) the date on which a record is to be taken for the purpose
         of any distribution or grant of rights or warrants triggering an
         adjustment to the Conversion Rate pursuant to this ARTICLE XII, or, if
         a record is not to be taken, the date as of which the holders of record
         of Common Stock entitled to such distribution, rights or warrants are
         to be determined; or

                  (y) the date on which any reclassification, consolidation,
         merger, sale, conveyance, dissolution, liquidation or winding up
         triggering an adjustment to the Conversion Rate pursuant to this
         ARTICLE XII is expected to become effective, and the date as of which
         it is expected that holders of Common Stock of record shall be entitled
         to exchange their shares of Common Stock for securities or other
         property deliverable upon such reclassification, consolidation, merger,
         sale, conveyance, dissolution, liquidation or winding up.

                  Failure to give such notice or any defect therein shall not
affect the legality or validity of the proceedings described in Section 12.6(a),
Section 12.6(b) or Section 12.6(c).

         Section 12.7. Company To Reserve Stock; Registration; Listing.

                  (a) The Company shall, prior to issuance of any Notes
hereunder, and from time to time as may be necessary, reserve and keep
available, free from preemptive rights, out of its authorized but unissued
Common Stock, for the purpose of effecting the conversion of the Notes, such
number of shares of its duly authorized Common Stock as shall from time to time
be sufficient to effect the conversion of all Notes then outstanding into such
Common Stock at any time (assuming that, at the time of the computation of such
number of shares of Common Stock, all such Notes would be held by a single
Holder). The Company covenants that all Common Stock which may be issued upon
conversion of Notes shall upon issue be fully paid and nonassessable and free
from all liens and charges and, except as provided in Section 12.8, taxes with
respect to the issue thereof.

                  (b) Except with respect to shares issued upon conversion of a
Transfer Restricted Security prior to the second anniversary of the initial
Issue Date, if any shares of Applicable Stock which would be issuable upon
conversion of Notes hereunder (including, without limitation, in connection with
any transaction referred to in Section 12.4) require registration with or
approval of any governmental authority before such shares may be issued upon
such conversion, the Company shall use its reasonable best efforts to cause such
shares to be duly registered or approved, as the case may be, or to cause such
shares not to be Transfer Restricted Securities. In addition, in connection with
any transaction referred to in Section 12.4, the Company and any parent company
of the Company required to issue Applicable Stock upon conversion of a Note
shall take such actions as are required to entitle the Company or such parent
company, as the case may be, to rely on Section 3(a)(9) of the Securities Act in
connection with conversion of the Notes without extending any holding periods
under Rule 144

                                       75

<PAGE>

or otherwise permit such Applicable Stock issued upon conversion of the Notes to
be resold without requiring registration thereof under the Securities Act.

                  (c) 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 quoted on the Nasdaq National Market or Nasdaq
SmallCap Market or any other automated quotation system, the Company will, if
permitted by the rules of such exchange or automated quotation system, list and
keep listed or quoted, so long as the Common Stock shall be so listed or quoted
on such exchange or automated quotation system, all Common Stock issuable upon
conversion of the Notes; provided that so long as no delay in listing or
quotation will occur upon conversion of the Notes into Common Stock, if the
rules of such exchange or automated quotation system permit the Company to defer
the listing or quotation of such Common Stock until the first conversion of the
Notes into Common Stock in accordance with the provisions of this Indenture, the
Company covenants to obtain the listing or quotation of such Common Stock
issuable upon conversion of the Notes in accordance with the requirements of
such exchange or automated quotation system at such time.

         Section 12.8. Taxes on Conversion.

                  The issue of stock certificates on conversion of Notes shall
be made without charge to the converting Holder for any documentary, stamp or
similar issue or transfer taxes in respect of the issue thereof, and the Company
shall pay any and all documentary, stamp or similar issue or transfer taxes that
may be payable in respect of the issue or delivery of Common Stock on conversion
of Notes pursuant hereto. The Company shall not, however, be required to pay any
such tax which may be payable in respect of any transfer involved in the issue
or delivery of Common Stock or the portion, if any, of the Notes which are not
so converted in a name other than that in which the Notes so converted were
registered, and no such issue or delivery shall be made unless and until the
Person requesting such issue has paid to the Company the amount of such tax or
has established to the satisfaction of the Company that such tax has been paid.

         Section 12.9. Conversion After Regular Record Date.

                  Except as provided in the succeeding paragraph or in Section
12.2(a), upon conversion, the Holder of Notes shall not be entitled to receive
any accrued and unpaid interest (including Contingent Interest and Additional
Interest, if any), other than overdue interest, if any.

                  If any Notes are surrendered for conversion subsequent to the
close of business on any Regular Record Date but prior to the opening of
business on the corresponding Interest Payment Date, the Holder of such Notes at
the close of business on such Regular Record Date shall receive the interest
(including Contingent Interest and Additional Interest, if any), payable on such
Notes on such Interest Payment Date notwithstanding the conversion thereof.
Notes surrendered for conversion during the period from the close of business on
any Regular Record Date to the opening of business on the corresponding Interest
Payment Date shall (except in the case of Notes which have been called for
redemption on a Redemption Date within such period or Notes surrendered for
conversion after acceleration of the Notes) be accompanied by payment by the
Holder, for the account of the Company, in New York Clearing House funds or
other

                                       76

<PAGE>

funds acceptable to the Company of an amount equal to the accrued and unpaid
interest (including Contingent Interest and Additional Interest, if any), other
than overdue interest, if any, payable on such Interest Payment Date on the
Notes being surrendered for conversion.

         Section 12.10. Company Determination Final.

                  Excepts as otherwise provided herein or the Notes, the Company
or its agents shall be responsible for making all calculations required under
the terms of this ARTICLE XII. Any determination that the Company or the Board
of Directors must make pursuant to this ARTICLE XII shall be set forth in a
Board Resolution, shall be made in good faith and, absent manifest error, shall
be final and binding on holders of the Notes. The Company or its agents shall be
required to deliver to the Trustee a schedule of its calculations and the
Trustee shall be entitled to conclusively rely upon the accuracy of such
calculations without independent verification.

         Section 12.11. Responsibility of Trustee for Conversion Provisions.

                  The Trustee has no duty to determine when an adjustment under
this ARTICLE XII should be made, how it should be made or what it should be. The
Trustee makes no representation as to the validity or value of any securities
(except as set forth in Section 12.1) or assets issued upon conversion of Notes.
The Trustee shall not be responsible for any failure of the Company to comply
with this ARTICLE XII. Each Conversion Agent other than the Company shall have
the same protection under this Section 12.11 as the Trustee.

                  The rights, privileges, protections, immunities and benefits
given to the Trustee under this Indenture including, without limitation, its
rights to be indemnified, are extended to, and shall be enforceable by, other
than the Company, the Trustee in each of its capacities hereunder, and each
Paying Agent or Conversion Agent, other than the Company, acting hereunder.

         Section 12.12. Option to Satisfy Conversion Obligation with Cash,
Common Stock or Combination Thereof.

                  (a) At any time after the Issue Date, the Company may make an
election at its sole and absolute discretion (the "PRINCIPAL CONVERSION
SETTLEMENT ELECTION") (in which case it will notify the Holders in writing and
make a Public Notice) that the Company will satisfy the Conversion Obligation
applicable to the principal amount of all Notes thereafter converted by paying
100% of the principal amount of such Notes in cash. Once the Company has
notified the Holders thereof, the Principal Conversion Settlement Election is
irrevocable. Unless the Company makes a Principal Conversion Settlement
Election, the Company shall not be required to notify Holders of its method for
settling its Conversion Obligation until the Company receives a Conversion
Notice and is required to do so as a result of such receipt as provided in this
Section 12.12(a).

                  If the Company receives any Holder's Conversion Notice on or
prior to the day that is 31 Trading Days prior to the Stated Maturity (the
"FINAL NOTICE DATE"), then the Company shall notify the Holder through the
Trustee, at any time on or before the date that is three Trading Days following
receipt of the Conversion Notice (such period, the "SETTLEMENT

                                       77

<PAGE>

NOTICE PERIOD") of the method the Company chooses to settle (x) the Conversion
Obligation relating to the principal amount of the Notes surrendered for
conversion (each such Note a "SURRENDERED SECURITY"), if the Company has not
made a Principal Conversion Settlement Election prior to such time, and (y) the
value, if any, of the Conversion Obligation applicable to the Surrendered
Security in excess of the principal amount of the Surrendered Security (the
"EXCESS CONVERSION OBLIGATION"). If the Company elects to settle its Conversion
Obligation in a combination of cash and Common Stock, the Company shall specify
the percentage of the principal amount of the Notes surrendered for conversion
and the Excess Conversion Obligation, if any, relating to the Surrendered
Security that it will pay in cash, provided that if a Principal Conversion
Settlement Election has been made, such amount shall not be less than the
principal amount of the Surrendered Security. The remainder of its Conversion
Obligation will be settled in shares of Common Stock (except that cash will be
paid in lieu of issuing any fractional shares). If the Company fails to give
notice during the Settlement Notice Period as provided in this Section 12.12(a),
then the Company shall be obligated to settle the entire Conversion Obligation
(or if the Company has delivered a Principal Conversion Settlement Election, the
entire Excess Conversion Obligation) by delivering shares of Common Stock (plus
cash paid in lieu of issuing any fractional shares). The Company shall treat all
Holders converting on the same Trading Day in the same manner and the Company
shall not have any obligation, except to the extent the Company has made a
Principal Conversion Settlement Election, to settle Conversion Obligations
arising on different Trading Days in the same manner.

                  If the Company timely elects to pay cash for any portion of
the Conversion Obligation, the Holder may retract the Conversion Notice at any
time during the two Trading Day period beginning on the Trading Day after the
final day of the Settlement Notice Period (the "CONVERSION RETRACTION PERIOD");
provided, that no such retraction can be made (and a Conversion Notice shall be
irrevocable) if the Company does not elect to deliver cash, or a combination of
cash and shares, in lieu of shares (other than cash in lieu of fractional
shares) or is not required to deliver cash as a result of having made a
Principal Conversion Settlement Election. Settlement in Common Stock only will
be made in accordance with Section 12.2(a). If the Conversion Notice has not
been retracted or a Principal Conversion Settlement Election has been made, then
settlement of any portion of the Company's Conversion Obligation to be made in
cash or in a combination of cash and Common Stock will, subject to Section
12.12(c), be made on the third Trading Day following the final Trading Day of
the 20 Trading Day period, which period shall begin on the Trading Day following
the final Trading Day of the Conversion Retraction Period or, if no Conversion
Retraction Period is applicable, the Trading Day following the final Trading Day
of the Settlement Notice Period (the "CASH SETTLEMENT AVERAGING PERIOD"),
assuming all of the other requirements have been satisfied by such Holder.

                  Settlement amounts will be computed as follows (subject to the
provisions of the fifth paragraph of Section 12.1(a) in connection with
conversions during a Registration Default Period):

                  (i) if the entire Conversion Obligation (including the
         principal amount of the Surrendered Security and the Excess Conversion
         Obligation) is to be settled in Common Stock (other than with respect
         to fractional shares), the Company shall deliver to such Holder, for
         each $1,000 principal amount of Notes, a number of shares of Common
         Stock equal to the Conversion Rate (plus any cash paid for fractional
         shares);

                                       78

<PAGE>

                  (ii) if the entire Conversion Obligation (including principal
         amount of the Surrendered Security and Excess Conversion Obligation) is
         to be settled in cash, the Company shall deliver to such Holder, for
         each $1,000 principal amount of Notes, cash in an amount equal to the
         product of:

                           (1) the Conversion Rate, multiplied by

                           (2) the arithmetic average of the Closing Sale Prices
                  of Common Stock during the Cash Settlement Averaging Period;
                  and

                  (iii) if a portion of the Conversion Obligation is to be
         settled in cash (the "CASH AMOUNT") (excluding any cash paid for
         fractional shares) and a portion of the Conversion Obligation is to be
         settled in Common Stock, the Company shall deliver to such Holder, for
         each $1,000 principal amount of Notes:

                           (1) a Cash Amount equal to the sum of:

                           -    the product of (x) $1,000 multiplied by (y) the
                                percentage of the principal amount of the
                                Surrendered Security to be satisfied in cash;
                                plus

                           -    if greater than zero, the product of (x) the
                                amount of cash that would be paid pursuant to
                                clause (ii) above minus $1,000, multiplied by
                                (y) the percentage of the Excess Conversion
                                Obligation to be satisfied in cash;

                           and

                           (2) a number of shares of Common Stock equal to the
                  difference between:

                           -    the number of shares that would be issued
                                pursuant to clause (i) above; minus

                           -    the number of shares of Common Stock equal to
                                the quotient of (A) the Cash Amount divided by
                                (B) the arithmetic average of the Closing Sale
                                Prices of the Common Stock during the Cash
                                Settlement Averaging Period.

                  (b) If the Company receives any Holder's Conversion Notice
after the Final Notice Date, the Company shall notify the Holder through the
Trustee, at any time during the Settlement Notice Period, of the method the
Company chooses to settle (x) the Conversion Obligation relating to the
principal amount of the Notes surrendered for conversion if the Company has not
made a Principal Conversion Settlement Election prior to such time, and (y) the
Excess Conversion Obligation. If the Company elects to settle any Conversion
Obligations arising after the Final Notice Date in a combination of cash
(including pursuant to a Principal Conversion Settlement Election) and Common
Stock, the Company shall specify the percentage of the principal amount of the
Notes surrendered for conversion and the Excess Conversion

                                       79

<PAGE>

Obligation relating to the Notes surrendered for conversion that it will pay in
cash. The remainder of any Conversion Obligation arising after the Final Notice
Date shall be settled in shares of Common Stock (except that cash will be paid
in lieu of issuing any fractional shares). If the Company fails to give notice
during the Settlement Notice Period as provided in this Section 12.12(b), then
the Company shall be obligated to settle the entire Conversion Obligation (or if
the Company has delivered a Principal Conversion Settlement Election, the entire
Excess Conversion Obligation) by delivering shares of Common Stock (plus cash
paid in lieu of issuing any fractional shares). The Company shall settle all of
its Conversion Obligations arising after the Final Notice Date in the same
manner. All Conversion Notices received after the Final Notice Date shall be
irrevocable.

                  Settlement of Conversion Obligations arising after the Final
Notice Date in Common Stock only shall be made in accordance with Section
12.2(a). Settlement of Conversion Obligations arising after the Final Notice
Date to be made in cash or in a combination of cash and Common Stock shall be
made on the third Trading Day following the final Trading Day of the Cash
Settlement Averaging Period described in the following sentence. The settlement
amount of Common Stock, cash or combination of cash and Common Stock in
satisfaction of Conversion Obligations arising after the Final Notice Date shall
be computed in the same manner as set forth in Section 12.12(a), except that the
"Cash Settlement Averaging Period" shall be the 20 Trading Day period beginning
on the date that is the 23rd Trading Day prior to the Stated Maturity.

                  (c) If any Trading Day during a Cash Settlement Averaging
Period is not an Undisrupted Trading Day, then determination of the price for
that day will be delayed until the next Undisrupted Trading Day on which a
pricing is not otherwise observed and such day will not count as one of the 20
Trading Days that constitute the Cash Settlement Averaging Period. If this
results in a price being observed later than the eighth Trading Day after the
last of the original 20 Trading Days in the Cash Settlement Averaging Period,
then the Company's Board of Directors will determine all prices for all delayed
and undetermined prices on that eighth Trading Day based on its good faith
estimate of the value of the Common Stock on that date. In the event that any
Trading Day during the Cash Settlement Averaging Period beginning on the date
that is the 23rd Trading Day prior to the Stated Maturity is not an Undisrupted
Trading Day, settlement will occur after the Stated Maturity.

         Section 12.13. Conversion After a Public Acquirer Change of Control.

                  (a) In the event of a Public Acquirer Change of Control, the
         Company may, in lieu of issuing the Additional Shares pursuant to
         Section 12.2(e), elect to adjust the Conversion Rate and the related
         conversion obligation such that from and after the Effective Date of
         such Public Acquirer Change of Control, Holders of the Notes will be
         entitled to convert their Notes, in accordance with Section 12.2
         hereof, into a number of shares of Public Acquirer Common Stock by
         adjusting the Conversion Rate in effect immediately before the Public
         Acquirer Change of Control by multiplying it by a fraction:

                  (1) the numerator of which will be (A) in the case of a share
         exchange, consolidation, merger or binding share exchange, pursuant to
         which the Common Stock is converted into cash, securities or other
         property, the average value of all cash and any

                                       80

<PAGE>

         other consideration (as determined by the Board of Directors) paid or
         payable per share of Common Stock or (B) in the case of any other
         Public Acquirer Change of Control, the average of the Closing Sale
         Price of the Common Stock for the five consecutive Trading Days prior
         to but excluding the Effective Date of such Public Acquirer Change of
         Control, and

                  (2) the denominator of which will be the average of the
         Closing Sale Prices of the Public Acquirer Common Stock for the five
         consecutive Trading Days commencing on the Trading Day next succeeding
         the effective date of such Public Acquirer Change of Control.

                  (b) The Company will notify Holders of its election by
         providing notice as set forth in Section 12.5(b).

                                  ARTICLE XIII

                                  SUBORDINATION

         Section 13.1. Agreement to Subordinate.

                  The Company agrees, and each holder of Notes by accepting a
Note agrees, that the Indebtedness evidenced by the Note is subordinated in
right of payment, to the extent and in the manner provided in this ARTICLE XIII,
to the prior payment in full in cash or other consideration satisfactory to
holders of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

         Section 13.2. Liquidation, Dissolution, Bankruptcy.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

                  (i) holders of Senior Debt shall be entitled to receive
         payment in full of all obligations due in respect of such Senior Debt
         (including interest after the commencement of any such proceeding at
         the rate specified in the applicable Senior Debt, whether or not a
         claim for such interest would be allowed) in cash or other
         consideration satisfactory to the holders of the Senior Debt before
         holders of Notes shall be entitled to receive any payment with respect
         to the Notes; and

                  (ii) until all Senior Debt is paid in full in cash or other
         consideration satisfactory to the holders of the Senior Debt, any
         distribution to which holders of Notes would be entitled but for this
         ARTICLE XIII shall be made to holders of Senior Debt, as their
         interests may appear.

         Section 13.3. Default on Senior Debt.

                                       81

<PAGE>

                  (a) In the event of any default in payment of the principal of
or premium, if any, or interest on, or any other payment obligation under, any
Senior Debt beyond any applicable grace period with respect thereto (a "PAYMENT
DEFAULT"), then, until all such payments due in respect of such Senior Debt have
been paid in full in cash or other consideration satisfactory to holders of
Senior Debt or such default shall have been cured or waived, no payment shall be
made by the Company with respect to the principal of, or interest (including
Contingent Interest and Additional Interest, if any) on the Notes or to acquire
any of the Notes (including any purchase pursuant to the purchase right of a
Holder upon a Fundamental Change).

                  (b) In addition, if the Trustee shall receive written notice
from one or more holders of Senior Debt or one or more representatives of such
holder or holders that there has occurred and is continuing under such Senior
Debt, or any agreement pursuant to which such Senior Debt is issued, any default
(other than a Payment Default), which default shall not have been cured or
waived, giving the holders of such Senior Debt the right to declare such Senior
Debt immediately due and payable (a "PAYMENT BLOCKAGE NOTICE"), then, anything
contained in this Indenture to the contrary notwithstanding, no payment on
account of the principal of or interest (including Contingent Interest and
Additional Interest, if any) on the Notes, and no repurchase or other
acquisition of the Notes, shall be made by or on behalf of the Company during
the period (the "PAYMENT BLOCKAGE PERIOD") commencing on the date of receipt of
the Payment Blockage Notice and ending on the earlier of 179 calendar days
thereafter or the date on which such non-Payment Default is cured or waived.

                  Notwithstanding the provisions described in the immediately
preceding sentence (but subject to the provisions contained in Section 13.1 and
the first sentence of this Section 13.3), unless the holder(s) of such Senior
Debt or the representative(s) of such holder(s) shall have accelerated the
maturity of such Senior Debt, the Company may resume payments on the Notes after
the end of such Payment Blockage Period. No new Payment Blockage Period may be
commenced unless 360 calendar days have elapsed since the effectiveness of the
prior Payment Blockage Notice. No default under Senior Debt that is not a
Payment Default that existed or was continuing on the date of delivery of any
Payment Blockage Notice delivered to the Trustee shall be, or be made, the basis
of a subsequent Payment Blockage Notice unless such default has been cured or
waived and a period of at least 90 days has elapsed since such cure or waiver.

         Section 13.4. Acceleration of Notes.

                  If payment of the Notes is to be accelerated because of an
Event of Default (other than an Event of Default with respect to the Company
specified in Section 8.1(j) or (k)), the Company shall promptly notify holders
of Senior Debt or trustee(s) of such Senior Debt before the acceleration. In the
event of the acceleration of the Notes because of an Event of Default, the
Company may not make any payment or distribution to the Trustee or any Holder of
Notes in respect of obligations with respect to the Notes until 10 days after
holders of Senior Debt or trustee(s) of such Senior Debt receive notice of such
acceleration pursuant to the immediately preceding sentence and thereafter only
to the extent such payment or distribution is not otherwise prohibited by the
terms of this Article XIII.

         Section 13.5. When Distribution Must Be Paid Over.

                                       82

<PAGE>

                  In the event that the Trustee, any holder of Notes or any
other person receives any payment or distribution of assets of the Company of
any kind with respect to the Notes in contravention of any terms contained in
this Indenture, whether in cash, property or securities, including, without
limitation, by way of set-off or otherwise, then such payment or distribution
shall be held by the recipient in trust for the benefit of holders of Senior
Debt, and shall be immediately paid over and delivered to the holders of Senior
Debt or their representative(s), to the extent necessary to make payment in full
in cash or other consideration satisfactory to such holders of all Senior Debt
remaining unpaid, after giving effect to any concurrent payment or distribution
or provision therefor, to or for the holders of Senior Debt; provided, that the
foregoing shall apply to the Trustee only if a Responsible Officer of the
Trustee has actual knowledge (as determined in accordance with Section 13.11)
that such payment or distribution is prohibited by this Indenture.

                  With respect to the holders of Senior Debt, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this ARTICLE XIII, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt, and shall not be liable to any
such holders if the Trustee shall pay over or distribute to or on behalf of
holders of Notes or the Company or any other person money or assets to which any
holders of Senior Debt shall be entitled by virtue of this ARTICLE XIII, except
if such payment or distribution is made as a result of the willful misconduct or
negligence of the Trustee.

         Section 13.6. Notice by Company.

                  The Company shall promptly notify the Trustee of any facts
known to the Company that would cause a payment of any obligations with respect
to the Notes or the purchase of any Notes by the Company to violate this ARTICLE
XIII, but failure to give such notice shall not affect the subordination of the
Notes to the Senior Debt as provided in this ARTICLE XIII.

         Section 13.7. Subrogation.

                  After all Senior Debt is paid in full and until the Notes are
paid in full, holders of Notes shall be subrogated (equally and ratably with all
other indebtedness pari passu with the Notes) to the rights of holders of Senior
Debt to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this ARTICLE XIII to holders
of Senior Debt that otherwise would have been made to holders of Notes is not,
as between the Company and holders of Notes, a payment by the Company on the
Notes.

         Section 13.8. Relative Rights.

                  This ARTICLE XIII defines the relative rights of holders of
Notes and holders of Senior Debt. Nothing contained in this Indenture shall
otherwise:

                  (1) impair, as between the Company and holders of Notes, the
obligation of the Company, which is absolute and unconditional, to pay principal
of or premium, if any, and interest (including Contingent Interest and
Additional Interest, if any) on the Notes in accordance with their terms;

                                       83

<PAGE>

                  (2) affect the relative rights of holders of Notes and
creditors (other than with respect to Senior Debt) of the Company, other than
their rights in relation to holders of Senior Debt; or

                  (3) prevent the Trustee or any holder of Notes from exercising
its available remedies upon a Default or Event of Default, subject to the notice
requirements of Section 8.2 and to the rights of holders and owners of Senior
Debt to receive distributions and payments otherwise payable to holders of
Notes.

                  If the Company fails because of this ARTICLE XIII to pay
principal of, premium, if any, or interest (including Contingent Interest and
Additional Interest, if any) on a Note on the due date, the failure is still a
Default or Event of Default.

         Section 13.9. Subordination May Not Be Impaired by Company.

                  No right of any holder of Senior Debt to enforce the
subordination of the indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or any holder of Notes or by the
failure of the Company or any such holder to comply with this Indenture.

         Section 13.10. Distribution or Notice to Representative.

                  Whenever a distribution is to be made or a notice given to
holders of Senior Debt, the distribution may be made and the notice given to
their representative(s).

                  Upon any payment or distribution of assets of the Company
referred to in this ARTICLE XIII, the Trustee and the holders of Notes shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other person making any distribution to the
Trustee or to the holders of Notes for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Senior Debt 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 XIII.

         Section 13.11. Rights of Trustee and Paying Agent.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company that would prohibit the making of any payment to
or by the Trustee in respect of the Notes. Notwithstanding the provisions of
this ARTICLE XIII or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts that would prohibit
the making of any payment or distribution by the Trustee, and the Trustee may
continue to make payments on the Notes, unless a Responsible Officer shall have
received at least two Business Days prior to the date of such payment or
distribution written notice of facts that would cause such payment or
distribution with respect to the Notes to violate this ARTICLE XIII. Only the
Company or the holder or representative of any class of Senior Debt may give
such notice.

                  Notwithstanding anything to the contrary contained in this
Article XIII, nothing contained in this ARTICLE XIII shall apply to or impair
the claims of, or payments to, the Trustee under or pursuant to Section 9.7.

                                       84

<PAGE>

                  The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

         Section 13.12. Authorization to Effect Subordination.

                  Each Holder of a Note by such Holder's acceptance thereof
authorizes and directs the Trustee on the Holder's behalf to take such action as
may be necessary or appropriate to effectuate the subordination as provided in
this ARTICLE XIII, and appoints the Trustee to act as the Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 8.9 at least 30 days before the expiration of the time to
file such claim, the holders of any Senior Debt or their representatives are
hereby authorized to file an appropriate claim for and on behalf of the Holders
of the Notes.

         Section 13.13. Article Applicable to Paying Agents.

                  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 XIII shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this ARTICLE XIII in addition to or in place of the Trustee.

         Section 13.14. Senior Debt Entitled to Rely.

                  Each Holder by accepting a Note acknowledges and agrees that
the foregoing subordination provisions are, and are intended to be, an
inducement and a consideration to each holder of Senior Debt, whether such
Senior Debt was created or acquired before or after the issuance of the Notes,
to acquire and continue to hold, or to continue to hold, such Senior Debt and
such holder of Senior Debt shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Debt.

         Section 13.15. Permitted Payments.

                  Notwithstanding anything to the contrary contained in this
ARTICLE XIII, the Holders of Notes may receive and retain at any time on or
prior to the Stated Maturity securities that are subordinated to at least the
same extent as the Notes to (a) Senior Debt and (b) any securities issued in
exchange for Senior Debt.

         Section 13.16. No Waiver of Subordination Provisions.

                  No right of any present or future holder of any Senior Debt 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 non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the holders of the Notes,
without incurring responsibility to the holders of the Notes and without
impairing or releasing the subordination provided in this ARTICLE XIII or the

                                       85

<PAGE>

obligations hereunder of the holders of the Notes to the holders of Senior Debt,
do any one or more of the following, subject to any rights of the Company in
respect thereof: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Debt, or otherwise amend or
supplement in any manner Senior Debt or any instrument evidencing the same or
any agreement under which Senior Debt is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Debt; (iii) release any person liable in any manner for the
collection of Senior Debt; and (iv) exercise or refrain from exercising any
rights against the Company or any other person.

                                  ARTICLE XIV

                              CONTINGENT INTEREST

         Section 14.1. Contingent Interest. The Company shall make contingent
interest payments (the "CONTINGENT INTEREST") to the Holders of Notes, as set
forth in Section 14.2 below, during any six-month period from June 1 to November
30 and from December 1 to May 31, commencing with the six-month period beginning
December 1, 2009 (each a "CONTINGENT INTEREST PERIOD"), if the average Trading
Price of a Note for the five Trading Day period ending on the third Trading Day
immediately preceding the relevant Contingent Interest Period equals 120% or
more of the principal amount of such Note. During any Contingent Interest Period
when Contingent Interest is payable pursuant to this Section 14.1, each
Contingent Interest payment due and payable on each $1,000 principal amount
shall equal 0.375% per annum of the average Trading Price of such Note for the
five Trading Day period ending on the third Trading Day immediately preceding
the first day of the relevant Contingent Interest Period. Contingent Interest,
if any, shall accrue and be payable to Holders in the same manner as regular
cash interest. Regular cash interest will continue to accrue at the rate of
0.75% per year on the principal amount of the Notes whether or not Contingent
Interest is paid.

         Section 14.2. Payment of Contingent Interest; Contingent Interest
Rights Preserved.

                  (a) The Company shall pay the Contingent Interest owed
pursuant to Section 14.1 for any Contingent Interest Period on the Interest
Payment Date immediately succeeding the applicable Contingent Interest Period to
Holders of Notes as of the Regular Record Date relating to such Interest Payment
Date.

                  (b) Upon a determination by the Company that Holders of Notes
shall be entitled to receive Contingent Interest during a Contingent Interest
Period, on or prior to the first day of such Contingent Interest Period, the
Company shall provide notice to the Trustee and issue a Public Notice disclosing
such fact.

                                   ARTICLE XV

                                 TAX TREATMENT

                  The Company agrees, and by acceptance of a beneficial
ownership interest in the Notes each Holder and each beneficial owner of the
Notes will be deemed to have agreed, for United States federal income tax
purposes (1) to treat the Notes as indebtedness that is subject to

                                       86

<PAGE>

Treasury regulations section 1.1275-4 (the "CONTINGENT DEBT REGULATIONS") and,
for purposes of the Contingent Debt Regulations, to treat the fair market value
of any stock beneficially received upon any conversion of the Notes as a
contingent payment and (2) to accrue interest with respect to the Notes as
original issue discount on a constant yield basis using the comparable yield of
8.50% per annum compounded semi-annually and the projected payment schedule as
determined by the Company. A Holder or beneficial owner may obtain the projected
payment schedule for the Notes by submitting a written request for such
information to the Company at the following address: Synaptics Incorporated,
2381 Bering Drive, San Jose, California 95131, Attention: Chief Financial
Officer.

                  Notwithstanding anything to the contrary contained herein, all
persons may disclose to any and all persons, without limitation of any kind, the
U.S. federal, state and local tax treatment of the Notes, the Common Stock and
the Company, any fact relevant to understanding the U.S. federal, state and
local tax treatment of the Notes, the Common Stock and the Company, and all
materials of any kind (including opinions or other tax analyses) relating to
such tax treatment and that may be relevant to understanding such tax treatment,
but a Holder may not disclose the Company's name, the name of any party
identified in (i) the Indenture, (ii) any document referenced herein or (iii)
any opinion or other tax analysis or information that would permit
identification of any such person (and the Holder must redact such names and
other such identifying information from any materials that it discloses) except
as may be required by law.

                                  ARTICLE XVI

                                 MISCELLANEOUS

         Section 16.1. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies, or conflicts with the duties imposed by Section
318(c) of the TIA, such section of the TIA shall control. If any provision of
this Indenture expressly modifies or excludes any provision of the TIA that may
be so modified or excluded under the TIA, the Indenture provision so modifying
or excluding such provision of the TIA shall be deemed to apply.

         Section 16.2. Notices. Any request, demand, authorization, notice,
waiver, consent or communication shall be in writing and delivered in person
(including by commercial courier services) or mailed by first-class mail,
postage prepaid, addressed as follows or transmitted by facsimile transmission
(confirmed by guaranteed overnight courier) to the following facsimile numbers:

         if to the Company:

         Synaptics Incorporated
         2381 Bering Drive
         San Jose, California 95131
         Attention: Chief Financial Officer
         Facsimile No.: (408) 434-9819

         with a copy to:

                                       87

<PAGE>

         Greenberg Traurig, LLP
         2375 E. Camelback Road
         Suite 700
         Phoenix, Arizona 85016
         Attention: Robert S. Kant
         Facsimile No.: (602) 445-8000

         if to the Trustee:

         American Stock Transfer & Trust Company
         59 Maiden Lane
         New York, New York 10038
         Attention: Corporate Trust Administration
         Facsimile No.: (718) 331-1852

                  The Company or the Trustee by notice given to the other in the
manner provided above may designate additional or different addresses for
subsequent notices or communications.

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

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

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

                  Notice to the Trustee shall be effective only upon receipt.

         Section 16.3. Communication by Holders with Other Holders. Holders may
communicate pursuant to Section 312(b) of the TIA with other Holders with
respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone else
shall have the protection of TIA Section 312(c).

         Section 16.4. Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee:

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

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

                                       88

<PAGE>

         Section 16.5. Statements Required in Certificate or Opinion.

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

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

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

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

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

                  In giving such Opinion of Counsel, counsel may rely as to
factual matters on an Officers' Certificate or on certificates of public
officials.

         Section 16.6. Separability Clause.

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

         Section 16.7. Rules by Trustee, Paying Agent, Conversion Agent,
Registrar.

                  The Trustee may make reasonable rules for action by or a
meeting of Holders. The Registrar, the Conversion Agent and the Paying Agent may
make reasonable rules for their functions.

         Section 16.8. Legal Holidays.

                  If any specified date (including a date for giving notice) is
a Legal Holiday, the action shall be taken on the next succeeding day that is
not a Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Notes, no interest, if any, shall accrue for the intervening
period.

         Section 16.9. Governing Law; Submission to Jurisdiction; Service of
Process.

                  This Indenture shall be governed by, and construed in
accordance with, the laws of the state of New York.

                  The Company submits to the non-exclusive jurisdiction of the
courts of the state of New York and the courts of the United States of America,
in each case located in the Borough

                                       89

<PAGE>

of Manhattan, New York, New York over any suit, action or proceeding arising
under or in connection with this Indenture or the transactions contemplated
hereby or the Notes. The Company waives any objection that it may have to the
venue of any suit, action or proceeding arising under or in connection with this
Indenture or the transactions contemplated hereby or the Notes in the courts of
the state of New York or the courts of the United States of America, in each
case located in the Borough of Manhattan, New York, New York, or that such suit,
action or proceeding brought in the courts of the state of New York or the
courts of the United States of America, in each case located in the Borough of
Manhattan, New York, New York, was brought in an inconvenient court and agrees
not to plead or claim the same.

                  The Company agrees to irrevocably appoint (i) CT Corporation
System or (ii) another similar Person in New York, New York as its authorized
agent for service of process in accordance with the provisions of this
paragraph.

         Section 16.10. No Recourse Against Others.

                  No recourse under or upon any obligation, covenant or
agreement contained in this Indenture, or in any Note, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as such,
or against any past, present or future stockholder, officer or director, as
such, of the Company or of any successor, either directly or through the Company
or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Notes by the Holders and as part of the consideration for the
issue of the Notes.

         Section 16.11. Successors.

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

         Section 16.12. Multiple Originals.

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

                            (Signature page follows)

                                       90

<PAGE>

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

                                            SYNAPTICS INCORPORATED, as Issuer

                                            By: /s/ Russell J. Knittel
                                                ________________________________
                                            Name: Russell J. Knittel
                                            Title: Senior Vice President and
                                                   Chief Financial Officer

                                            AMERICAN STOCK TRANSFER & TRUST
                                            COMPANY, as Trustee

                                            By: /s/ Herbert J. Lemmer
                                                ________________________________
                                            Name: Herbert J. Lemmer
                                            Title: Vice President

                           SIGNATURE PAGE TO INDENTURE

<PAGE>

                                    EXHIBIT A

                             [FORM OF FACE OF NOTE]

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

                  [THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT OF
1933") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS
SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE HOLDER:

                  (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
         BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933 OR (B)
         IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE
         501(a)(1), (2), (3) or (7) UNDER THE SECURITIES ACT OF 1933 (AN
         "INSTITUTIONAL ACCREDITED INVESTOR") THAT IS PURCHASING AT LEAST
         $100,000 IN AGGREGATE PRINCIPAL AMOUNT OF THE SECURITY EVIDENCED
         HEREBY;

                  (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE
         SECURITY EVIDENCED HEREBY OR THE SHARES OF COMMON STOCK ISSUABLE UPON

         CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE

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

                                      A-1

<PAGE>

         COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL
         BUYER AS DEFINED IN, AND IN COMPLIANCE WITH, RULE 144A UNDER THE
         SECURITIES ACT OF 1933, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION
         PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OF 1933 (IF AVAILABLE),
         (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT OF 1933 TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT,
         PRIOR TO SUCH TRANSFER, FURNISHES TO American Stock Transfer & Trust
         Company, AS TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH
         CERTIFICATIONS AND OPINION OF COUNSEL REQUIRED BY THE COMPANY OR THE
         TRUSTEE OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
         DECLARED EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND WHICH CONTINUES
         TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND

                  (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE
         SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER
         PURSUANT TO CLAUSE 2(C) OR 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE
         EFFECT OF THIS LEGEND.](2)

                  [THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED
TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY
AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.]2

                  FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL
ISSUE DISCOUNT. IN ADDITION, THIS SECURITY IS SUBJECT TO REGULATIONS GOVERNING
CONTINGENT PAYMENT DEBT INSTRUMENTS. UNDER SUCH REGULATIONS, THE COMPARABLE
YIELD OF THIS SECURITY IS 8.50% PER ANNUM.

                  THE COMPANY AGREES, AND BY ACCEPTANCE OF A BENEFICIAL
OWNERSHIP INTEREST IN THE NOTES EACH HOLDER AND EACH BENEFICIAL OWNER OF THE
NOTES WILL BE DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES (1) TO TREAT THE NOTES AS INDEBTEDNESS THAT IS SUBJECT TO TREASURY
REGULATIONS SECTION 1.1275-4 (THE "CONTINGENT DEBT REGULATIONS") AND, FOR
PURPOSES OF THE CONTINGENT DEBT REGULATIONS, TO TREAT THE FAIR MARKET VALUE OF
ANY STOCK BENEFICIALLY RECEIVED UPON ANY CONVERSION OF THE NOTES AS A CONTINGENT
PAYMENT AND (2) TO ACCRUE INTEREST WITH RESPECT TO THE SECURITIES AS ORIGINAL
ISSUE DISCOUNT ON A CONSTANT YIELD BASIS USING THE COMPARABLE YIELD OF 8.50% PER
ANNUM COMPOUNDED SEMI-ANNUALLY

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

                                      A-2

<PAGE>

AND THE PROJECTED PAYMENT SCHEDULE AS DETERMINED BY THE COMPANY. A HOLDER OR
BENEFICIAL OWNER MAY OBTAIN THE PROJECTED PAYMENT SCHEDULE FOR THE NOTES BY
SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE COMPANY AT THE
FOLLOWING ADDRESS: SYNAPTICS INCORPORATED, 2381 BERING DRIVE, SAN JOSE,
CALIFORNIA 95131, ATTENTION: CHIEF FINANCIAL OFFICER.

                                      A-3

<PAGE>

                             SYNAPTICS INCORPORATED

              0.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024

                                                                   $___________

No. ___                                                    CUSIP: 87157D AA 7

         SYNAPTICS INCORPORATED, a Delaware corporation (the "COMPANY"), which
term shall include any successor Person under the Indenture referred to on the
reverse hereof), for value received, promises to pay to _____________________,
or registered assigns, on December 1, 2024, the principal amount of
________________ Dollars[, or such lesser or greater principal amount at Stated
Maturity as is indicated in the records of the Trustee and the Depositary in
accordance with the Indenture].(3)

         In addition, for value received, the Company hereby promises to pay to
the Holder of this Note, or registered assigns, from December 7, 2004, or from
the most recent Interest Payment Date to which interest has been paid or
provided for, to, but not including, December 1, 2024, interest at an annual
rate of 0.75% of the principal amount of this Note. Interest on this Note is
payable semi-annually in arrears on June 1 and December 1 in each year (each, an
"INTEREST PAYMENT DATE"), with the first Interest Payment Date being June 1,
2005. Each payment of cash interest on this Note will include interest accrued
through the day before the applicable Interest Payment Date.

         The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date shall, except as provided in the Indenture, be paid to
the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the regular record date for such
interest, which shall be the May 15 or November 15 (whether or not a Business
Day), as the case may be, next preceding the corresponding Interest Payment Date
(a "REGULAR RECORD DATE"). Any such interest (including Contingent Interest and
Additional Interest, if any) not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
be paid (a) to the Person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on a special record date for the
payment of such defaulted interest to be fixed by the Trustee (a "SPECIAL RECORD
DATE"), notice whereof shall be given to Holders not less than 10 calendar days
prior to such Special Record Date, or (b) at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.

         From and after the Contingent Interest Period commencing December 1,
2009, the Company shall pay Contingent Interest on this Note under the
circumstances and in the amounts described in Article XIV of the Indenture. Such
Contingent Interest, if any, shall be payable semi-annually in arrears on each
Interest Payment Date to the Holder of this Note as of the close of business on
the Regular Record Date relating to such Interest Payment Date.

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

                                      A-4

<PAGE>

         Contingent Interest, if any, shall accrue from June 1 to November 30
and from December 1 to May 31, as applicable, and shall be payable on the next
succeeding Interest Payment Date. Contingent Interest shall be paid to the
Person in whose name a Note is registered on the next preceding Regular Record
Date on which Contingent Interest is payable.

          The amount of Contingent Interest payable per $1,000 principal amount
of Notes in respect of any Contingent Interest Period shall equal 0.375% per
annum of the average Trading Price of the Notes for the five Trading Day period
ending on the third Trading Day immediately preceding the first day of the
relevant six-month period.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse side of this Note, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                                      A-5

<PAGE>

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

Dated:                                    SYNAPTICS INCORPORATED

                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Notes referred to in the within-mentioned
Indenture.

Dated:                                     AMERICAN STOCK TRANSFER & TRUST
                                           COMPANY,

                                           as Trustee

                                           By: _________________________________

                                      A-6

<PAGE>

                            [FORM OF REVERSE OF NOTE]

              0.75% Convertible Senior Subordinated Notes due 2024

                  This Note is one of a duly authorized issue of 0.75%
Convertible Senior Subordinated Notes due 2024 (the "NOTES") of SYNAPTICS
INCORPORATED, a Delaware corporation (including any successor corporation under
the Indenture hereinafter referred to, the "COMPANY"), issued under an
Indenture, dated as of December 7, 2004 (the "INDENTURE"), among the Company and
American Stock Transfer & Trust Company, as Trustee (the "TRUSTEE"). The terms
of the Note include those stated in the Indenture, those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended ("TIA"),
and those set forth in this Note. This Note is subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of all such
terms. To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall control. Capitalized terms used but not defined
herein have the meanings assigned to them in the Indenture referred to below
unless otherwise indicated.

1. Interest.

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

                  If this Note is redeemed pursuant to Section 5 of this Note or
the Holder elects to require the Company to purchase this Note pursuant to
Section 6 of this Note, on a date that is after the Regular Record Date and on
or before the corresponding Interest Payment Date, interest (including
Contingent Interest and Additional Interest, if any) accrued and unpaid hereon
to, but excluding, the applicable Redemption Date, Purchase Date or Fundamental
Change Purchase Date shall be paid to the same Holder to whom the Company pays
the principal of this Note. Interest (including Contingent Interest and
Additional Interest, if any) accrued and unpaid hereon at the Stated Maturity
also shall be paid to the same Holder to whom the Company pays the principal of
this Note.

                  Interest (including Contingent Interest and Additional
Interest, if any) on Notes converted after the close of business on a Regular
Record Date but prior to the opening of business on the corresponding Interest
Payment Date shall be paid to the Holder of the Notes on the Regular Record Date
but, upon conversion, the Holder must pay the Company an amount equal to the
interest (including Contingent Interest and Additional Interest, if any) which
has accrued and shall be paid on such Interest Payment Date. No such payment
need be made with respect to Notes converted after a Regular Record Date and
prior to the corresponding Interest Payment Date after being called for
redemption or upon acceleration.

                  All references herein to interest accrued or payable as of any
date shall, without duplication, be deemed to include Contingent Interest, if
any, and Additional Interest, if any, that may be payable pursuant to the
Registration Rights Agreement.

                                      A-7

<PAGE>

2. Method of Payment.

                  Payment of the principal of and interest on the Notes shall be
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. The Holder must
surrender the Notes to the Paying Agent to collect payment of principal. Payment
of interest (including Contingent Interest and Additional Interest, if any) on
Certificated Securities in the aggregate principal amount of $5,000,000 or less
shall be made by check mailed to the address of the Person entitled thereto as
such address appears in the Register, and payment of interest (including
Contingent Interest and Additional Interest, if any) on Certificated Securities
in aggregate principal amount in excess of $5,000,000 shall be made by wire
transfer in immediately available funds if requested in writing by the Holder,
otherwise by check mailed to the address of the Holder. Notwithstanding the
foregoing, so long as the Notes are registered in the name of a Depositary or
its nominee, all payments with respect to the Notes shall be made by wire
transfer of immediately available funds to the account of the Depositary or its
nominee. At the Stated Maturity, interest (including Contingent Interest and
Additional Interest, if any) on Certificated Securities will be payable at the
office or agency of the Trustee, Registrar, Paying Agent and Conversion Agent
described in the Indenture.

3. Paying Agent, Registrar, Conversion Agent and Bid Solicitation Agent.

                  Initially, American Stock Transfer & Trust Company shall act
as Paying Agent, Registrar, Conversion Agent and Bid Solicitation Agent. The
Company may appoint and change any Paying Agent, Registrar, Conversion Agent and
Bid Solicitation Agent without notice, other than notice to the Trustee;
provided that the Company shall at all times maintain a Registrar, Paying Agent,
Conversion Agent, Bid Solicitation Agent and an office or agency where notices
and demands to or upon the Company in respect of the Notes and this Indenture
may be served in the Borough of Manhattan, New York City, which shall initially
be an office or agency of the Trustee.

4. Indenture.

                  The Notes are unsecured senior subordinated obligations of the
Company limited to $100,000,000 (or up to $125,000,000 if the Initial
Purchasers' option to purchase additional Notes set forth in the Purchase
Agreement is exercised in full) aggregate principal amount. The Indenture does
not limit other indebtedness of the Company, secured or unsecured.

5. Redemption of the Notes by the Company.

                  Subject to the terms and conditions of the Indenture, the
Company may, at its option, redeem for cash all or a portion of the Notes at any
time on or after December 1, 2009 at a Redemption Price equal to 100% of the
principal amount of the Notes to be redeemed plus accrued and unpaid interest
(including Contingent Interest and Additional Interest, if any) to, but not
including, the Redemption Date.

                  At least 30 calendar days but not more than 60 calendar days
before a Redemption Date, the Company shall mail a notice of redemption by
first-class mail, postage prepaid, to each Holder of Notes to be redeemed. Once
notice of redemption is given, Notes called for redemption become due and
payable on the Redemption Date and at the Redemption Price,

                                      A-8

<PAGE>

except for Notes which are converted in accordance with the terms of this
Indenture. Upon surrender to the Paying Agent, such Notes shall be paid at the
Redemption Price. If the Paying Agent holds, in accordance with the terms
hereof, at 10:00 a.m., New York City time, on the applicable Redemption Date,
cash sufficient to pay the Redemption Price of any Notes for which notice of
redemption is given, then, on such Redemption Date, such Notes shall cease to be
outstanding and interest (including Contingent Interest and Additional Interest,
if any) on such Notes shall cease to accrue, whether or not such Notes are
delivered to the Paying Agent, and the rights of the Holders in respect thereof
shall terminate (other than the right to receive the Redemption Price upon
delivery of such Notes).

6. Purchase by the Company at the Option of the Holder on Specific Dates;
Purchase at the Option of the Holder Upon a Fundamental Change.

                  Each Holder shall have the right, at the Holder's option, but
subject to the provisions of the Indenture, to require the Company to purchase
all of such Holder's Notes not theretofore called for redemption, or any portion
of the principal amount thereof that is equal to $1,000 or an integral multiple
thereof, on each of December 1, 2009, December 1, 2014 and December 1, 2019. The
Company shall be required to purchase such Notes at a purchase price in cash
equal to 100% of the principal amount of the Notes plus accrued and unpaid
interest (including Contingent Interest and Additional Interest, if any) to, but
not including, the Purchase Date. To exercise such right, a Holder shall deliver
a Purchase Notice to the Paying Agent at any time from the opening of business
on the date that is 22 Business Days prior to the relevant Purchase Date until
the close of business on the second Business Day prior to such Purchase Date.

                  In the event that a Fundamental Change shall occur at any time
prior to the Stated Maturity, each Holder shall have the right, at the Holder's
option, but subject to the provisions of the Indenture, to require the Company
to purchase all of such Holder's Notes not theretofore called for redemption, or
any portion of the principal amount thereof that is equal to $1,000 or an
integral multiple thereof. The Company shall be required to purchase such Notes
at a purchase price in cash equal to 100% of the principal amount plus any
accrued and unpaid interest (including Contingent Interest and Additional
Interest, if any) to, but excluding, the Fundamental Change Purchase Date. To
exercise such right, a Holder shall deliver a Fundamental Change Purchase Notice
to the Paying Agent at any time on or before the 20th Business Day after the
date of the Company's notice of the Fundamental Change (subject to extension to
comply with applicable law).

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

                  If the Paying Agent holds, in accordance with the terms
hereof, at 10:00 a.m., New York City time, on the applicable Purchase Date or
Fundamental Change Purchase Date, cash sufficient to irrevocably pay the
Purchase Price or Fundamental Change Purchase Price, as the case may be, of any
Notes for which a Purchase Price or Fundamental Change Purchase Notice, as the
case may be, has been tendered and not withdrawn pursuant to the Indenture,
then, on such Purchase Date or Fundamental Change Purchase Date, as the case may
be, such Notes

                                      A-9

<PAGE>

shall cease to be outstanding and interest (including Contingent Interest and
Additional Interest, if any) on such Notes shall cease to accrue, whether or not
such Notes are delivered to the Paying Agent, and the rights of the Holders in
respect thereof shall terminate (other than the right to receive the Purchase
Notice or Fundamental Change Purchase Price, as the case may be, upon delivery
of such Notes).

7. Conversion.

                  Subject to and in compliance with the provisions of the
Indenture (including, without limitation, the conditions to conversion of this
Note set forth in Section 12.1 thereof), a Holder is entitled, at such Holder's
option, to convert the Holder's Note (or any portion of the principal amount
thereof that is $1,000 or an integral multiple thereof), into fully paid and
non-assessable shares of Common Stock at the Conversion Rate in effect on the
date of conversion. The number of shares of Common Stock issuable upon
conversion of each $1,000 of principal amount of Notes is initially 19.7918
shares of Common Stock, and is subject to adjustment in certain events as set
forth in the Indenture.

                  Upon conversion, the Company shall have the right to deliver,
in lieu of shares of Common Stock, cash or a combination of cash and shares of
Common Stock as provided in the Indenture. The Company, or the Conversion Agent
on the Company's behalf, shall notify Holders of any event triggering the right
to convert the Notes as specified in the Indenture in accordance with the
Indenture.

                  With respect to any conversion of a Note during a Registration
Default Period following satisfaction of any of the conditions to conversion
described in the Indenture (and during the prescribed time periods in respect
thereof), a Holder shall be entitled, subject to the Indenture, to 103% of the
number of shares of Common Stock, if any, that the Holder would have otherwise
been entitled to receive upon conversion, except to the extent the Company
elects to deliver cash upon conversion.

                  A Note in respect of which a Holder has delivered a Purchase
Notice or Fundamental Change Purchase Notice, as the case may be, exercising the
right of such Holder to require the Company to repurchase such Note may be
converted only if such Purchase Notice or Fundamental Change Purchase Notice is
withdrawn in accordance with the terms of the Indenture.

                  Except as described in the Indenture, the Company will not
make any payment in cash or Common Stock or other adjustment for accrued and
unpaid interest (including Contingent Interest and Additional Interest, if any)
on any Notes when they are converted. The Company's delivery to the Holder of
the full number of shares of Common Stock into which the Note is convertible
(or, at the Company's option, cash, or a combination of cash and Common Stock,
in lieu thereof as provided in the Indenture), together with any cash payment
for such Holder's fractional shares, shall be deemed to satisfy the Company's
obligation to pay the principal amount of the Note and to satisfy its obligation
to pay accrued and unpaid interest (including Contingent Interest and Additional
Interest, if any) through the conversion date. As a result, accrued interest
(including Contingent Interest and Additional Interest, if any) are deemed paid
in full rather than cancelled, extinguished or forfeited. Notwithstanding the
foregoing,

                                      A-10

<PAGE>

accrued interest (including Contingent Interest and Additional Interest, if any)
will be payable upon any conversion of Notes made concurrently with or after
acceleration of the Notes following an Event of Default.

                  Before any Holder shall be entitled to convert any Notes into
Common Stock, such Holder shall, in the case of Global Securities, comply with
the Applicable Procedures of the Depositary in effect at that time, and in the
case of Certificated Securities, surrender such Notes, duly endorsed to the
Company or in blank, at the office of the Conversion Agent, and shall give
written notice to the Company at said office or place in the form of the
Conversion Notice attached to the Note that such Holder elects to convert the
same and shall state in writing therein the principal amount of Notes to be
converted (in whole or in part so long as the principal amount to be converted
is in integral multiples of $1,000) and the name or names (with addresses) in
which such Holder wishes the certificate or certificates for Common Stock to be
issued. Before any such conversion, a Holder also shall pay all funds required,
if any, relating to interest (including Contingent Interest and Additional
Interest, if any) on the Notes, as provided in the Indenture, and all taxes or
duties, if any, as provided in the Indenture.

                  If the Company (i) reclassifies the Common Stock, (ii) is a
party to a consolidation, merger or binding share exchange or (iii) conveys,
transfers or leases all or substantially all of its properties and assets to any
Person, the right to convert a Note into shares of Common Stock may be changed
into a right to convert it into securities, cash or other assets of the Company
or such other Person, in each case in accordance with the Indenture.

                  If and only to the extent a holder elects to convert Notes in
connection with certain types of Fundamental Changes to the extent set forth in
the Indenture that occurs on or prior to December 1, 2009 pursuant to which any
of the consideration for the Common Stock (other than cash payments for
fractional shares and cash payments made in respect of dissenters' appraisal
rights) in such Fundamental Change transaction consists of cash or securities
(or other property) that are not traded or scheduled to be traded immediately
following such transaction on a U.S. national securities exchange or the Nasdaq
National Market, such holder will be entitled to receive, in addition to a
number of shares of Common Stock equal to the Conversion Rate per $1,000
principal amount of Notes, an additional number of shares of Common Stock as
described in the Indenture, subject to a right of the Company to elect not to
issue such additional shares but in lieu thereof to provide for the
convertibility of the Notes into publicly-traded securities of the acquiring
entity, all as set forth in the Indenture.

8. Denominations; Transfer; Exchange.

                  The Notes shall be issued in fully registered form, without
coupons, in denominations of $1,000 of the principal amount and integral
multiples thereof. A Holder may transfer or exchange Notes in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. Neither the Company, the
Registrar nor the Trustee shall be required to exchange or register a transfer
of (i) any Notes selected for redemption (except, in the case of Notes to be
redeemed in part, the portion thereof not to be redeemed), or (ii) any Notes in
respect of which a Purchase Notice or a Fundamental Change Purchase Notice has
been given and not withdrawn by the Holder thereof in accordance

                                      A-11

<PAGE>

with the terms of this Indenture (except, in the case of Notes to be repurchased
in part, the portion thereof not to be repurchased), or (iii) any Notes
surrendered for conversion (except, in the case of Notes to be converted in
part, the portion thereof not to be converted).

9. Persons Deemed Owners.

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

10. Unclaimed Money or Securities.

                  The Trustee and the Paying Agent shall return to the Company
upon written request any cash or securities held by them for the payment of any
amount with respect to the Notes that remains unclaimed for two years, subject
to applicable unclaimed property law. After return to the Company, Holders
entitled to the money or securities must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person.

11. Subordination.

                  The indebtedness evidenced by the Notes is, to the extent and
in the manner provided in the Indenture, expressly subordinate and subject in
right of payment to the prior payment in full of all Senior Debt of the Company,
as defined in the Indenture, whether outstanding at the date of the Indenture or
thereafter incurred, and this Note is issued subject to the provisions of the
Indenture with respect to such subordination. Each Holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and appoints the Trustee
his attorney-in-fact for such purpose.

12. Amendment; Waiver.

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Notes may be amended with the written consent or
affirmative vote of the Holders of at least a majority in aggregate principal
amount of the outstanding Notes and (ii) certain Defaults may be waived with the
written consent or affirmative vote of the Holders of a majority in aggregate
principal amount of the outstanding Notes.

                  The Company and the Trustee may amend the Indenture or the
Notes without the consent of any Holder to (a) add to the covenants of the
Company for the benefit of the Holders of Notes; (b) surrender any right or
power conferred upon the Company; (c) provide for conversion rights of Holders
of Notes if any reclassification or change of the Common Stock or any
consolidation, merger or sale of all or substantially all of the Company's
assets occurs; (d) provide for the assumption of the Company's obligations to
the Holders of Notes in the case of a merger, consolidation, conveyance,
transfer, sale, lease or other disposition pursuant to Article VII of the
Indenture; (e) increase the Conversion Rate; provided, however, that such
increase in the Conversion Rate shall not adversely affect the interests of the
Holders of Notes (after taking into account tax and other consequences of such
increase); (f) require the Company to settle its Conversion Obligation in cash
with respect to the principal amount of Notes surrendered for

                                      A-12

<PAGE>

conversion if a Principal Conversion Settlement Election has been made; (g)
comply with the requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA; (h) make any changes or
modifications necessary in connection with the registration of the Notes under
the Securities Act as contemplated in the Registration Rights Agreement;
provided, however, that such action pursuant to this clause (h) does not, in the
good faith opinion of the Board of Directors (as evidenced by a Board
Resolution), adversely affect the interests of the Holders of Notes in any
material respect; (i) evidence and provide the acceptance of the appointment of
a successor trustee hereunder; (j) add guarantees with respect to the Notes or
secure the Notes; (k) cure any ambiguity, correct or supplement any provision in
the Indenture which may be inconsistent with any other provision therein or
which is otherwise defective, or make any other provisions with respect to
matters or questions arising under the Indenture which the Company may deem
necessary or desirable and which shall not be inconsistent with the provisions
of the Indenture; provided, however, that such action pursuant to this clause
(k) does not, in the good faith opinion of the Board of Directors (as evidenced
by a Board Resolution), adversely affect the interests of the Holders of Notes
in any material respect; (l) evidence the succession of another Person to the
Company or any other obligor upon the Notes, and the assumption by any such
successor of the covenants of the Company or such obligor herein and in the
Notes, in each case in compliance with the provisions of this Indenture; or (m)
add or modify any other provisions herein with respect to matters or questions
arising hereunder which the Company and the Trustee may deem necessary or
desirable and which in the good faith opinion of the Board of Directors (as
evidenced by a Board Resolution on which the Trustee may conclusively rely) will
not adversely affect the interests of the Holders of Notes.

13. Defaults and Remedies.

                  If any Event of Default, other than as a result of certain
events of bankruptcy, insolvency or reorganization of the Company as specified
in the Indenture, occurs and is continuing, the principal amount of all the
Notes may be declared due and payable in the manner and with the effect provided
in the Indenture. If an Event of Default occurs as a result of certain events of
bankruptcy, insolvency or reorganization of the Company as provided in the
Indenture, the principal amount of all the Notes shall become due and payable
immediately without any declaration or other act on the part of the Trustee or
any Holder, all as and to the extent provided in the Indenture.

14. Trustee Dealings with the Company.

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

15. Calculations in Respect of Notes.

                  Except as set forth in ARTICLE XII, the Company or its agents
shall be responsible for making all calculations called for under ARTICLE XII of
the Indenture, including, but not limited to, determination of the Closing Sale
Price of Applicable Stock, the

                                      A-13

<PAGE>

Note Price, the number of shares of Common Stock or other Applicable Stock
and/or the amount of cash issuable or payable upon conversion and the amounts of
interest (including Contingent Interest and Additional Interest, if any) on the
Notes. Any calculations made in good faith and without manifest error shall be
final and binding on Holders of the Notes. The Company or its agents shall be
required to deliver to the Trustee a schedule of its calculations and the
Trustee shall be entitled to conclusively rely upon the accuracy of such
calculations without independent verification.

16. No Recourse Against Others.

                  No recourse under or upon any obligation, covenant or
agreement contained in this Indenture, or in any Note, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as such,
or against any past, present or future stockholder, officer or director, as
such, of the Company or of any successor, either directly or through the Company
or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Notes by the Holders and as part of the consideration for the
issue of the Notes.

17. Authentication.

                  This Note shall not be valid or obligatory for any purpose
until an authorized signatory of the Trustee (or a duly authorized
authentication agent) signs, manually or by facsimile, the Trustee's Certificate
of Authentication on the other side of this Note.

18. Abbreviations.

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

19. INDENTURE TO CONTROL; GOVERNING LAW.

                  IN THE CASE OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS
NOTE AND THE INDENTURE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
PROVISIONS OF THE INDENTURE SHALL CONTROL. THE INDENTURE AND THIS NOTE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

                  The Company shall furnish to any Holder upon written request
and without charge a copy of the Indenture which has in it the text of this Note
in larger type. Requests may be made to:

                  Synaptics Incorporated
                  2381 Bering Drive

                                      A-14

<PAGE>

                  San Jose, California 95131
                  Attention:  Chief Financial Officer
                  Facsimile No.: (408) 434-9819

20. Registration Rights.

                  The Holders of the Notes may be entitled to the benefits of a
Registration Rights Agreement, dated as of December 7, 2004, between the
Company, Bear, Stearns & Co. Inc. and Credit Suisse First Boston LLC, as
amended, modified or supplemented in accordance therewith, including the receipt
of Additional Interest upon a Registration Default (as defined in such
agreement).

                                      A-15

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

________________________________________________________________________________
                (Insert assignee's soc. sec. or taxpayer ID no.)

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

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

                                                     Your Signature(s):

Date: _______________________       ____________________________________________
                                    (Sign exactly as your name(s) appears on the
                                    other side of this Note)

Signature Guaranteed

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

By: __________________________________
       Authorized Signatory

                                      A-16

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have this Note purchased by the Company pursuant to ARTICLE IV
(Purchase at the Option of Holders on Specific Dates) or ARTICLE V (Purchase at
the Option of Holders Upon a Fundamental Change) of the Indenture, check the
box: ARTICLE IV [ ] ARTICLE V [ ].

If this Note is to be purchased by the Company pursuant to ARTICLE IV of the
Indenture, check the box for the applicable Purchase Date: December 1, 2009 [ ]
December 1, 2014 [ ] December 1, 2019 [ ].

If you wish to have a portion of this Note purchased by the Company pursuant to
ARTICLE IV or ARTICLE V of the Indenture, as applicable, state the amount (in
principal amount): $ ______________.

If certificated, the certificate numbers of the Notes to be delivered for
purchase are:

_________________.

                  Any purchase of Notes pursuant hereto shall be pursuant to the
terms and conditions specified in the Indenture.

                                    Your Signature(s):

Date:  ____________________         ____________________________________________
                                    (Sign exactly as your name(s) appears on the
                                    other side of this Note)

Signature Guaranteed

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

By: __________________________________
Authorized Signatory

                                      A-17

<PAGE>

                                CONVERSION NOTICE

To convert this Note into Common Stock of the Company (or cash or a combination
of Common Stock and cash, if the Company so elects), check the box [ ].

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

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

________________________________________________________________________________
            (Insert the other person's soc. sec. or taxpayer ID no.)

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

                                      Your Signature(s):

Date: _______________________         __________________________________________
                                      (Sign exactly as your name(s) appears on
                                      the other side of this Note)
Signature Guaranteed

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

By: _________________________________
       Authorized Signatory

                                      A-18

<PAGE>

                            TRANSFER CERTIFICATE(4)

            Re: 0.75% Convertible Senior Subordinated Notes due 2024
             (the "NOTES") of Synaptics Incorporated (the "COMPANY")

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

                  [ ] book-entry   [ ] definitive form by ______________ (the
"TRANSFEROR").

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

                  In connection with such request and in respect of each such
Note, the Transferor does hereby certify that the Transferor is familiar with
transfer restrictions relating to the Notes as provided in Section 2.6 and
Section 2.12 of the Indenture dated as of December 7, 2004 between the Company
and American Stock Transfer & Trust Company, as Trustee (the "INDENTURE"), and
the transfer of such Note is being made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "SECURITIES ACT")
(check applicable box) or the transfer or exchange, as the case may be, of such
Note does not require registration under the Securities Act because (check
applicable box):

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

                  [ ]   Such Note is being transferred to the Company or a
                        Subsidiary; or

                  [ ]   Such Note is being transferred to a person that the
                        Transferor reasonably believes is a "qualified
                        institutional buyer," as defined in, and in compliance
                        with, Rule 144A under the Securities Act; or

                  [ ]   Such Note is being transferred pursuant to the
                        exemption from the registration requirements of the
                        Securities Act under Rule 144 (or any successor thereto)
                        ("RULE 144") under the Securities Act; or

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

                  [ ]   Such Note is being transferred pursuant to an
                        exemption from the registration requirements of the
                        Securities Act to an institutional investor that is an
                        "accredited investor" (as defined in Rule 501(a)(1),
                        (2), (3) or (7) of Regulation D under the Securities
                        Act) that, prior to the transfer,

-------------------------
(4) This certificate should only be included if the Note is a Transfer
Restricted Security.

                                      A-19

<PAGE>

                        furnishes to the Trustee such certifications and opinion
                        of counsel required by the Company or the Trustee.

                  The Transferor acknowledges and agrees that, if the transferee
will hold any such Notes in the form of beneficial interests in a global Note
that is a "restricted security" within the meaning of Rule 144 under the
Securities Act, then such transfer can be made only pursuant to Rule 144A under
the Securities Act and such transferee must be a "qualified institutional
buyer," as defined in Rule 144A, or an institutional investor that is an
"accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act).

                                        ________________________________________
                  Date:                       Signature(s) of Transferor

(If the registered owner is a corporation, partnership or fiduciary, the title
of the person signing on behalf of such registered owner must be stated.)

Signature Guaranteed

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

By: _______________________________
         Authorized Signatory

                                      A-20

<PAGE>

                                    EXHIBIT B

                     [FORM OF CERTIFICATE TO BE DELIVERED BY
                     TRANSFEREE IN CONNECTION WITH TRANSFERS
                     TO INSTITUTIONAL ACCREDITED INVESTORS]

                                     [Date]

American Stock Transfer & Trust Company, as Trustee
59 Maiden Lane

New York, New York  10038
Attention:  Corporate Trust Administration

                           Re: Synaptics Incorporated

Ladies and Gentlemen:

                  In connection with the undersigned's proposed purchase of
$____________ aggregate principal amount of 0.75% Convertible Senior
Subordinated Notes due 2024 (the "NOTES") of Synaptics Incorporated (the
"COMPANY") or _____________ shares of Common Stock of the Company issued upon
conversion of the Notes (the "COMMON STOCK," and together with the Notes, the
"SECURITIES"), the undersigned confirms, represents and warrants that:

                           (1) The undersigned is an institutional "accredited
                  investor" within the meaning of Rule 501(a)(1), (2), (3) or
                  (7) under the Securities Act of 1933, as amended (the
                  "SECURITIES ACT") (an "INSTITUTIONAL ACCREDITED INVESTOR").

                           (2) (A) Any purchase of the Securities by the
                  undersigned will be for the undersigned's own account or for
                  the account of one or more other Institutional Accredited
                  Investors or as fiduciary for the account of one or more
                  trusts, each of which is an "accredited investor" within the
                  meaning of Rule 501(a)(7) under the Securities Act and for
                  each of which the undersigned exercises sole investment
                  discretion or (B) the undersigned is a "bank" within the
                  meaning of Section 3(a)(2) of the Securities Act or a "savings
                  and loan association" or other institution described in
                  Section 3(a)(5)(A) of the Securities Act that is acquiring the
                  Securities as fiduciary for the account of one or more
                  institutions for which the undersigned exercises sole
                  investment discretion.

                           (3) The undersigned has such knowledge and experience
                  in financial and business matters that the undersigned is
                  capable of evaluating the merits and risks of its investment
                  in the Securities, and the undersigned and any accounts for
                  which it is acting is each able to bear the economic risk of
                  its or their investment.

                           (4) The undersigned has been given an opportunity to
                  ask questions and receive answers concerning the terms and
                  conditions of the Securities and to obtain any additional
                  information which the Company possesses or can acquire without
                  unreasonable effort or expense that is necessary to verify the
                  accuracy of the information furnished.

                                      B-1

<PAGE>

                           (5) The undersigned is not acquiring the Securities
                  with a view to distribution thereof or with any present
                  intention of offering or selling any Securities, except as
                  permitted below; provided that the disposition of the
                  undersigned's property and the property of any accounts for
                  which the undersigned is acting as fiduciary will remain at
                  all times within the undersigned's control.

                           (6) The undersigned understands that the Securities
                  have not been registered under the Securities Act or any
                  applicable state securities laws.

                           (7) The undersigned agrees, on its own behalf and on
                  behalf of each account for which the undersigned acquires any
                  Securities, that if in the future the undersigned decides to
                  resell or otherwise transfer such Securities within two years
                  after the original issuance of the Notes, such Securities may
                  be resold or otherwise transferred only:

                           (A) to the Company or any subsidiary thereof;

                           (B) with respect to Notes only, to a person which is
                  a "qualified institutional buyer" (as defined in Rule 144A
                  under the Securities Act) and otherwise in compliance with
                  Rule 144A under the Securities Act;

                           (C) pursuant to the exemption from registration
                  provided by Rule 144 under the Securities Act (if available);

                           (D) pursuant to an exemption from the registration
                  requirements under the Securities Act to a person whom the
                  undersigned reasonably believes is an Institutional Accredited
                  Investor that prior to such transfer, furnishes to you (and
                  the Trustee or the Transfer Agent, as the case may be) a
                  signed letter substantially in the form of this letter, a
                  transfer certificate substantially in the form provided in the
                  Indenture and an opinion of counsel; or

                           (E) pursuant to a registration statement which has
                  been declared effective under the Securities Act and continues
                  to be effective at the time of such transfer.

The undersigned further agrees to provide to any person purchasing any of the
Securities from us a written notice advising such purchaser that resales of the
Securities are restricted as stated herein.

                           (8) The undersigned understands that, on any proposed
                  resale of any Securities, the undersigned shall be required to
                  furnish to the Trustee or the Transfer Agent, as the case may
                  be, and the Company such certifications, legal opinions and
                  other information as you and the Company may reasonably
                  require to confirm that the proposed sale complies with the
                  foregoing restrictions. The undersigned further understands
                  that the Securities purchased by the undersigned will bear a
                  legend to the foregoing effect.

                                      B-2

<PAGE>

                  Each of the Company, the Trustee and the Transfer Agent, as
the case may be, and the initial purchasers of the Securities are entitled to
rely upon this letter and are irrevocably authorized to produce this letter or a
copy hereof to any interested party in any administrative or legal proceedings
or official inquiry with respect to the matters covered hereby.

                                         Very truly yours,

                                         By: _________________________________
                                             Name:
                                             Title:
                                             Address:

                                      B-3

<PAGE>

                                    EXHIBIT C

                         [FORM OF RESTRICTIVE LEGEND FOR
                     COMMON STOCK ISSUED UPON CONVERSION](1)

                  THE COMMON STOCK EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT OF
1933"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS
SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER:

                           (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
         INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
         OF 1933 OR (B) IT IS AN INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED
         INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE
         SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR");

                           (2) AGREES THAT IT SHALL NOT, WITHIN TWO YEARS AFTER
         THE ORIGINAL ISSUANCE OF THE SECURITY UPON THE CONVERSION OF WHICH THE
         SHARES OF COMMON STOCK EVIDENCED HEREBY WERE ISSUED, RESELL OR
         OTHERWISE TRANSFER THE COMMON STOCK EVIDENCED HEREBY EXCEPT (A) TO
         SYNAPTICS INCORPORATED OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO THE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF
         1933 PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (C)
         TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO A QUALIFIED INSTITUTIONAL
         BUYER AS DEFINED IN, AND IN COMPLIANCE WITH, RULE 144A UNDER THE
         SECURITIES ACT OF 1933, (D) PURSUANT TO AN EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 (IF AVAILABLE)
         TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT PRIOR TO SUCH TRANSFER,
         FURNISHES TO AMERICAN STOCK TRANSFER & TRUST COMPANY, AS TRANSFER AGENT
         (OR ANY SUCCESSOR TRANSFER AGENT, AS APPLICABLE), CERTIFICATIONS AND AN
         OPINION OF COUNSEL REQUIRED BY THE SYNAPTICS INCORPORATED OR TRANSFER
         AGENT OR (E) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
         DECLARED EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND THAT CONTINUES
         TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND

                           (3) AGREES THAT IT SHALL DELIVER TO EACH PERSON TO
         WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER

--------------------------
(1) This legend should be included only if the Security is a Transfer Restricted
Security for purposes of Rule 144A.

                                      C-1

<PAGE>

         THAN A TRANSFER PURSUANT TO CLAUSE 2(A), 2(B) OR 2(E) ABOVE), A NOTICE
         SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

         THE HOLDER OF THIS COMMON STOCK IS ENTITLED TO THE BENEFITS OF A
         REGISTRATION RIGHTS AGREEMENT BETWEEN SYNAPTICS INCORPORATED, Bear,
         Stearns & Co. Inc., AND Credit Suisse First Boston LLC DATED DECEMBER
         7, 2004, AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO
         COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.

                                      C-2

<PAGE>

                                                                      SCHEDULE I

         The following table sets forth the Stock Prices and number of
Additional Shares to be issuable per $1,000 principal amount of Notes:

<TABLE>
<CAPTION>

EFFECTIVE DATE OF                                                 STOCK PRICE
   FUNDAMENTAL    ----------------------------------------------------------------------------------------------------------
     CHANGE       $36.09 $40.00 $45.00 $50.00 $55.00 $60.00 $65.00 $70.00 $75.00 $80.00 $85.00 $90.00 $95.00 $100.00 $125.00
----------------------------------------------------------------------------------------------------------------------------
<S>               <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>
December 1, 2004   7.917  6.594  5.324  4.369  3.634  3.058  2.598  2.226  1.922  1.670  1.460  1.283  1.134   1.006   0.586
----------------------------------------------------------------------------------------------------------------------------
December 1, 2005   7.917  6.816  5.441  4.416  3.633  3.024  2.542  2.156  1.843  1.586  1.373  1.196  1.047   0.921   0.517
----------------------------------------------------------------------------------------------------------------------------
December 1, 2006   7.917  6.878  5.393  4.298  3.472  2.837  2.342  1.951  1.638  1.385  1.179  1.010  0.869   0.753   0.393
----------------------------------------------------------------------------------------------------------------------------
December 1, 2007   7.917  6.753  5.140  3.972  3.108  2.459  1.965  1.585  1.289  1.056  0.871  0.723  0.604   0.508   0.234
----------------------------------------------------------------------------------------------------------------------------
December 1, 2008   7.917  6.263  4.473  3.223  2.340  1.713  1.263  0.939  0.703  0.531  0.404  0.311  0.242   0.190   0.073
----------------------------------------------------------------------------------------------------------------------------
December 1, 2009   0.000  0.000  0.000  0.000  0.000  0.000  0.000  0.000  0.000  0.000  0.000  0.000  0.000   0.000   0.000
----------------------------------------------------------------------------------------------------------------------------
</TABLE>