EXHIBIT 4.1


                                                                  EXECUTION COPY
================================================================================









                                 OMI CORPORATION

                    2.875% CONVERTIBLE SENIOR NOTES DUE 2024


                             ---------------------
                                    INDENTURE

                          DATED AS OF DECEMBER 7, 2004


                             ---------------------
                       HSBC BANK USA, NATIONAL ASSOCIATION

                                     TRUSTEE





<PAGE>


                         Reconciliation and tie between
                   Trust Indenture Act of 1939 and Indenture*

Trust Indenture Act                                      Indenture Section

Section
310(a)(1)                                                   Section 7.09
310(a)(2)                                                   Section 7.09
310(b)                                                      Section 7.07
311(a)                                                      Section 7.10
311(b)                                                      Section 7.10
312(a)                                                      Section 2.05
312(b)                                                     Section 11.03
312(c)                                                     Section 11.03
313(a)                                                      Section 7.05
313(b)                                                      Section 7.05
313(d)                                                      Section 7.05
314(a)                                                      Section 4.02
314(c)                                                     Section 11.04
314(e)                                                     Section 11.05
315(a)                                                      Section 7.01
315(b)                                                      Section 6.01
315(c)                                                      Section 7.01
315(e)                                                      Section 6.11
316(a)                                               Section 6.04, Section 6.05
316(b)                                                      Section 6.07
316(c)                                                      Section 1.04
317(a)                                                      Section 6.08
317(b)                                                      Section 7.01

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


                                       i
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

     <S>              <C>                                                                                        <C>
     Section 1.01     Definitions................................................................................1
     Section 1.02     Incorporation by Reference of Trust Indenture Act..........................................9
     Section 1.03     Rules of Construction......................................................................9
     Section 1.04     Acts of Holders............................................................................9

                                    ARTICLE 2
                                 THE SECURITIES

     Section 2.01     Title, Form and Dating....................................................................10
     Section 2.02     Execution and Authentication..............................................................11
     Section 2.03     Registrar, Paying Agent and Conversion Agent..............................................12
     Section 2.04     Paying Agent to Hold Money and Securities in Trust........................................12
     Section 2.05     Securityholder Lists......................................................................13
     Section 2.06     Transfer and Exchange.....................................................................13
     Section 2.07     Replacement Securities....................................................................14
     Section 2.08     Outstanding Securities; Determinations of Holders' Action.................................15
     Section 2.09     Temporary Securities......................................................................16
     Section 2.10     Cancellation..............................................................................16
     Section 2.11     Persons Deemed Owners.....................................................................16
     Section 2.12     Global Securities.........................................................................17
     Section 2.13     CUSIP Numbers.............................................................................21

                                    ARTICLE 3
                           REDEMPTION AND REPURCHASES

     Section 3.01     Company's Right to Redeem; Notices to Trustee.............................................21
     Section 3.02     Selection of Securities to Be Redeemed....................................................22
     Section 3.03     Redemption Notice.........................................................................22
     Section 3.04     Effect of Redemption Notice...............................................................23
     Section 3.05     Deposit of Redemption Price...............................................................23
     Section 3.06     Securities Redeemed in Part...............................................................23
     Section 3.07     Repurchase of Securities by the Company at Option of the Holder...........................24
     Section 3.08     Repurchase of Securities at Option of the Holder Upon a Designated Event..................26
     Section 3.09     Effect of Repurchase Notice or Designated Event Repurchase Notice.........................28
     Section 3.10     Deposit of Repurchase Price or Designated Event Repurchase Price..........................29
     Section 3.11     Securities Purchased in Part..............................................................29
     Section 3.12     Covenant to Comply With Securities Laws Upon Purchase of Securities.......................30
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>

                                    ARTICLE 4
                                    COVENANTS

     <S>              <C>                                                                                       <C>
     Section 4.01     Payment of Securities.....................................................................30
     Section 4.02     SEC and Other Reports.....................................................................30
     Section 4.03     Compliance Certificate....................................................................30
     Section 4.04     Further Instruments and Acts..............................................................31
     Section 4.05     Maintenance of Office or Agency...........................................................31
     Section 4.06     Delivery of Certain Information...........................................................31
     Section 4.07     Liquidated Damages Notice.................................................................31

                                    ARTICLE 5
                                SUCCESSOR PERSON

     Section 5.01     When Company May Merge or Transfer Assets.................................................32

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

     Section 6.01     Events of Default.........................................................................33
     Section 6.02     Acceleration..............................................................................35
     Section 6.03     Other Remedies............................................................................35
     Section 6.04     Waiver of Past Defaults...................................................................36
     Section 6.05     Control by Majority.......................................................................36
     Section 6.06     Limitation on Suits.......................................................................36
     Section 6.07     Rights of Holders to Receive Payment......................................................37
     Section 6.08     Collection Suit by Trustee................................................................37
     Section 6.09     Trustee May File Proofs of Claim..........................................................37
     Section 6.10     Priorities................................................................................37
     Section 6.11     Undertaking for Costs.....................................................................38
     Section 6.12     Waiver of Stay, Extension or Usury Laws...................................................38

                                    ARTICLE 7
                                     TRUSTEE

     Section 7.01     Duties of Trustee.........................................................................38
     Section 7.02     Rights of Trustee.........................................................................40
     Section 7.03     Individual Rights of Trustee..............................................................41
     Section 7.04     Trustee's Disclaimer......................................................................41
     Section 7.05     Reports by Trustee to Holders.............................................................41
     Section 7.06     Compensation and Indemnity................................................................42
     Section 7.07     Replacement of Trustee....................................................................42
     Section 7.08     Successor Trustee by Merger...............................................................43
     Section 7.09     Eligibility; Disqualification.............................................................43
     Section 7.10     Preferential Collection of Claims Against Company.........................................43
</TABLE>

                                      ii
<PAGE>

<TABLE>
<CAPTION>
                                    ARTICLE 8
                             DISCHARGE OF INDENTURE

     <S>              <C>                                                                                       <C>
     Section 8.01     Discharge of Liability on Securities......................................................44
     Section 8.02     Repayment to the Company..................................................................44

                                    ARTICLE 9
                                   AMENDMENTS

     Section 9.01     Without Consent of Holders................................................................44
     Section 9.02     With Consent of Holders...................................................................45
     Section 9.03     Compliance with Trust Indenture Act.......................................................46
     Section 9.04     Revocation and Effect of Consents, Waivers and Actions....................................46
     Section 9.05     Notation on or Exchange of Securities.....................................................46
     Section 9.06     Trustee to Sign Supplemental Indentures...................................................46
     Section 9.07     Effect of Supplemental Indentures.........................................................47

                                   ARTICLE 10
                                   CONVERSIONS

     Section 10.01    Conversion Privilege......................................................................47
     Section 10.02    Payment Upon Conversion...................................................................50
     Section 10.03    Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No
                      Adjustment for Interest or Dividends......................................................51
     Section 10.04    Adjustment of Conversion Rate.............................................................53
     Section 10.05    Effect of Reclassification, Consolidation, Merger or Sale.................................60
     Section 10.06    Taxes on Shares Issued....................................................................61
     Section 10.07    Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental
                      Requirements; Listing of Common Stock.....................................................61
     Section 10.08    Responsibility of Trustee.................................................................62
     Section 10.09    Notice to Holders Prior to Certain Actions................................................62
     Section 10.10    Rights Issued in Respect of Common Stock Issued Upon Conversion...........................63
     Section 10.11    Unconditional Right of Holders to Convert.................................................63

                                   ARTICLE 11
                                  MISCELLANEOUS

     Section 11.01    Trust Indenture Act Controls..............................................................63
     Section 11.02    Notices...................................................................................63
     Section 11.03    Communication by Holders With Other Holders...............................................64
     Section 11.04    Certificate and Opinion as to Conditions Precedent........................................64
     Section 11.05    Statements Required in Certificate or Opinion.............................................65
     Section 11.06    Separability Clause.......................................................................65
     Section 11.07    Rules by Trustee, Paying Agent, Conversion Agent and Registrar............................65
     Section 11.08    Legal Holidays............................................................................65
     Section 11.09    GOVERNING LAW.............................................................................65
     Section 11.10    No Recourse Against Others................................................................65
     Section 11.11    Successors................................................................................65
     Section 11.12    Multiple Originals........................................................................66
</TABLE>


                                      iii
<PAGE>

         INDENTURE  dated as of December  7, 2004  between  OMI  Corporation,  a
Marshall  Islands  corporation  (the  "COMPANY"),  and HSBC Bank  USA,  National
Association, a national banking association duly organized under the laws of the
United States of America, as Trustee (the "TRUSTEE").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's 2.875% Convertible
Senior Notes due 2024:

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section  1.01  DEFINITIONS.  "144A GLOBAL  SECURITY"  means a permanent
Global  Security in the form of the Security  attached  hereto as EXHIBIT A, and
that  is  deposited  with  and  registered  in  the  name  of  the   Depositary,
representing Securities sold in reliance on Rule 144A under the Securities Act.

         "ACCEPTED PURCHASED SHARES" shall have the meaning set forth in Section
10.04(g).

         "ADDITIONAL  SHARES"  shall  have the  meaning  set  forth  in  Section
10.01(d).

         "ADJUSTMENT  EVENT"  shall  have  the  meaning  set  forth  in  Section
10.04(k).

         "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" shall have the meaning set forth in Section 2.12(e).

         "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 Security,  in each case to the
extent applicable to such transaction and as in effect from time to time.

         "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.

         "BUSINESS DAY" means, with respect to any Security, a day, other than a
Saturday or Sunday,  that in The City of New York, is not a day on which banking
institutions are authorized by law or regulation to close.

<PAGE>

         "CAPITAL  STOCK"  for  any  corporation   means  any  and  all  shares,
interests,  rights  to  purchase,  warrants,  options,  participations  or other
equivalents  of or  interests  in  (however  designated)  stock  issued  by that
corporation.

         "CASH  SETTLEMENT  NOTICE  PERIOD"  shall have the meaning set forth in
Section 10.02(a).

         "CASH  SETTLEMENT  PERIOD"  shall have the meaning set forth in Section
10.02(a).

         "CERTIFICATED  SECURITIES" means Securities that are in the form of the
Securities attached hereto as EXHIBIT B.

         "CHANGE OF CONTROL" means:

                  (i) a  "person"  or  "group"  within  the  meaning  of Section
         13(d)(3) of the Exchange Act other than the Company,  its  subsidiaries
         or its or their  employee  benefit  plans,  files a Schedule  TO or any
         schedule,  form or report under the Exchange Act  disclosing  that such
         person or group has become the direct or indirect  "beneficial  owner,"
         as defined  in Rule  13d-3  under the  Exchange  Act,  of shares of the
         Capital  Stock  representing  more than 50% of the voting  power of the
         Capital Stock  entitled to vote generally in the election of directors;
         or

                  (ii) the first day on which a majority  of the  members of the
         Board of Directors does not consist of Continuing Directors; or

                  (iii) the  Company  consolidates  or  merges  with or into any
         other  Person,  or any merger of another  Person into the  Company,  or
         enters  into any  binding  share  exchange  between the Company and any
         other  Person,  or any  conveyance,  transfer,  sale,  lease  or  other
         disposition of all or substantially all of the assets of the Company to
         another  Person,  other than:  (A) any  transaction:  (1) that does not
         result in any reclassification, conversion, exchange or cancellation of
         outstanding  shares of the Company's Capital Stock, and (2) pursuant to
         which holders of the Company's  Capital Stock  immediately prior to the
         transaction  have the entitlement to exercise,  directly or indirectly,
         50% or more of the total  voting  power of all shares of Capital  Stock
         entitled to vote  generally in elections of directors of the continuing
         or surviving Person  immediately  after giving effect to such issuance;
         (B) any merger,  share  exchange,  transfer of assets or other  similar
         transaction  which is effected  solely for the purpose of changing  the
         Company's   jurisdiction   of   incorporation   and   resulting   in  a
         reclassification,  conversion  or  exchange  of  outstanding  shares of
         Common Stock, if at all,  solely into shares of common stock,  ordinary
         shares or American  Depositary  Shares of the  surviving  Person or any
         direct or indirect parent of such Person;  or (C) any  consolidation or
         merger with or into any of the Company's Subsidiaries,  so long as such
         merger  or  consolidation  is  not  part  of  a  plan  or a  series  of
         transactions   designed  to,  or  having  the  effect  of,  merging  or
         consolidating with any other Person.

         For  the  purposes  of this  definition,  (x)  whether  a  person  is a
"BENEFICIAL  OWNER" shall be determined in accordance  with Rule 13d-3 under the
Exchange  Act and (y) the term  "person"  includes  any  syndicate or group that
would be deemed to be a "person" under Section 13(d)(3) of the Exchange Act.

                                       2
<PAGE>

         "CLOSE OF BUSINESS" means 5:00 p.m., New York City time.

         "CLOSING  SALE PRICE"  means,  with respect to any security on any day,
the  closing  sale price per share on such day (or if no  closing  sale price is
reported,  the  average of the  reported  closing bid and ask prices or, if more
than one in either case, the average of the average  closing bid and the average
closing  ask prices) as reported in  composite  transactions  for the  principal
United States  securities  exchange on which such security is traded, or if such
security is not listed on a United States  securities  exchange,  as reported by
the National Association of Securities Dealers Automated Quotation System, or if
not so reported,  the average of the closing bid and ask prices of such security
in the  over-the-counter  market  on the  day in  question  as  reported  by the
National Quotation Bureau Incorporated,  or, in the absence of such a quotation,
a price determined by the Company on a basis it considers to be appropriate.

         "COMMON  STOCK" means the common stock,  $0.50 par value per share,  of
the  Company  existing  on the date of this  Indenture  or any  other  shares of
Capital Stock of the Company into which such Common Stock shall be  reclassified
or changed,  including,  subject to Section  10.05 without  duplication,  in the
event of a merger,  consolidation  or other  similar  transaction  involving the
Company  that is otherwise  permitted  hereunder in which the Company is not the
surviving Person, the common stock of such surviving corporation.

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

         "COMPANY  NOTICE"  means a notice  to  Holders  delivered  pursuant  to
Section 3.07 or Section 3.08.

         "COMPANY  REQUEST" or "COMPANY  ORDER" means a written request or order
signed in the name of the Company by any Officer.

         "CONTINUING  DIRECTOR"  means a director who either was a member of the
Board of  Directors  on December 7, 2004 or who becomes a member of the Board of
Directors subsequent to that date and whose appointment,  election or nomination
for election by the Company's shareholders is duly approved by a majority of the
Continuing  Directors on the Board of  Directors  at the time of such  approval,
either by a specific  vote or by approval of the proxy  statement  issued by the
Company on behalf of the Board of Directors in which such individual is named as
nominee for director.

         "CONVERSION AGENT" shall have the meaning set forth in Section 2.03.

         "CONVERSION DATE" shall have the meaning set forth in Section 10.03.

         "CONVERSION  NOTICE"  shall  have the  meaning  set  forth  in  Section
10.02(a).

         "CONVERSION  PRICE"  as  of  any  date  means  $1,000  divided  by  the
Conversion Rate as of such date.

                                       3
<PAGE>

         "CONVERSION RATE" shall initially be 32.5355 shares of Common Stock per
$1,000 principal  amount of the Securities,  subject to adjustments as set forth
herein.

         "CONVERSION  RETRACTION  PERIOD"  shall have the  meaning  set forth in
Section 10.02(a).

         "CONVERSION SETTLEMENT DATE" means the third Business Day following the
date the Settlement Amount is determined.

         "CONVERSION  VALUE"  shall  have  the  meaning  set  forth  in  Section
10.02(a).

         "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 452 Fifth  Avenue,  New York,  New York
10018,  Attention:  Corporate  Trust,  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).

         "CURRENT  MARKET  PRICE" on any date of  determination  shall  mean the
average of the daily  Closing  Sale Prices per share of Common Stock for the ten
consecutive Trading Days ending on the earlier of such date of determination and
the day before the Ex-Dividend Date with respect to the issuance,  distribution,
subdivision or  combination  requiring  such  computation.  In the event that an
issuance, distribution,  subdivision, combination or tender or exchange offer to
which Section 10.04 applies occurs during the period  applicable for calculating
the Current Market Price  pursuant to the definition in the preceding  sentence,
the  Current  Market  Price  shall be  calculated  for such  period  in a manner
determined  by the Board of  Directors  to  reflect  fairly  the  impact of such
issuance, distribution,  subdivision, combination or tender or exchange offer on
the Closing Sale Price of the Common Stock during such period.

         "DEPOSITARY" shall have the meaning set forth in Section 2.01(a).

         "DESIGNATED  EVENT" means the  occurrence of either a Change of Control
or a Termination of Trading.

         "DESIGNATED  EVENT REPURCHASE DATE" shall have the meaning set forth in
Section 3.08(a).

         "DESIGNATED  EVENT REPURCHASE  NOTICE" shall have the meaning set forth
in Section 3.08(c).

         "DESIGNATED EVENT REPURCHASE PRICE" shall have the meaning set forth in
Section 3.08(a).

         "DESIGNATED  SUBSIDIARY"  shall mean any existing or future,  direct or
indirect,  Subsidiary of the Company whose assets  constitute 15% or more of the
total assets of the Company on a consolidated basis.

         "DETERMINATION  DATE"  shall  have the  meaning  set  forth in  Section
10.04(k).

                                       4
<PAGE>

         "DISTRIBUTED  ASSETS"  shall  have the  meaning  set  forth in  Section
10.04(d).

         "DTC" shall have the meaning set forth in Section 2.01(a).

         "EFFECTIVE DATE" shall have the meaning set forth in Section 10.01(c).

         "EX-DIVIDEND  DATE" means (1) when used with respect to any issuance or
distribution,  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,
and (2) when used with respect to any  subdivision  or  combination of shares of
Common Stock,  the first date on which the Common Stock trades,  regular way, on
such  exchange or in such  market  after the time at which such  subdivision  or
combination becomes effective.

         "EXCESS VALUE  OBLIGATION"  shall have the meaning set forth in Section
10.02(a).

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

         "EXPIRATION TIME" shall have the meaning set forth in Section 10.04(f).

         "EXTRAORDINARY  CASH  DIVIDEND"  shall  have the  meaning  set forth in
Section 10.04(e).

         "FAIR MARKET VALUE", or "FAIR MARKET VALUE" shall mean the amount which
a willing buyer would pay a willing seller in an arm's-length transaction.


         "FINAL  NOTICE  DATE"  shall  have the  meaning  set  forth in  Section
         10.02(a).  "FISCAL QUARTER" shall have the meaning set forth in Section
         10.01(a).

         "GLOBAL  SECURITIES"  means  Securities  that  are in the  form  of the
Securities attached hereto as EXHIBIT A, and that are registered in the register
of Securities in the name of the  Depositary  or a nominee  thereof,  and to the
extent that such  Securities are required to bear the Legend required by Section
2.06(e), such Securities will be in the form of a 144A Global Security.

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

         "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 deemed to be a part hereof.

         "INTEREST" means interest payable on each Security  pursuant to Section
1 of the Securities.

         "INTEREST  PAYMENT  DATE"  means  June 1 and  December  1 of each year,
commencing June 1, 2005.

                                       5
<PAGE>

         "INTEREST  RECORD  DATE"  means May 15 and  November  15 of each  year,
commencing May 15, 2005.

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

         "LEGEND" has the meaning set forth in Section 2.06(e).

         "LIQUIDATED  DAMAGES"  means the amount  that is payable by the Company
pursuant to the Registration  Rights  Agreement upon a Registration  Default (as
defined in such agreement).

         "LIQUIDATED DAMAGES NOTICE" shall have the meaning set forth in Section
4.07.

         "MEASUREMENT  PERIOD"  shall  have the  meaning  set  forth in  Section
10.01(a).

         "NOTICE OF DEFAULT" shall have the meaning set forth in Section 6.01.

         "OFFER  EXPIRATION  TIME"  shall have the  meaning set forth in Section
10.04(g).

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

         "OFFICER'S  CERTIFICATE"  means a written  certificate  containing  the
information  specified  in Sections  11.04 and 11.05,  signed in the name of the
Company by any Officer,  and delivered to the Trustee. An Officer's  Certificate
given  pursuant to Section  4.03 shall be signed by the  principal  financial or
accounting Officer of the Company but need not contain the information specified
in Sections 11.04 and 11.05.

         "OPINION OF COUNSEL" means a written opinion containing the information
specified in Sections 11.04 and 11.05, from legal counsel. The counsel may be an
employee of, or counsel to, the Company.

         "PAYING AGENT" shall have the meaning set forth in Section 2.03.

         "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.

         "PURCHASED  SHARES"  shall  have  the  meaning  set  forth  in  Section
10.04(f).

         "PURCHASE  AGREEMENT"  means the Purchase  Agreement dated November 30,
2004 between the Company, on the one hand, and Jefferies & Company, Inc., on the
other hand.

         "QIBS" shall have the meaning set forth in Section 2.01(a).

         "RECORD DATE" shall mean, with respect to any dividend, distribution or
other  transaction  or event in which the holders of Common Stock have the right
to receive any cash,  securities or other  property or in which the Common Stock
(or other applicable security) is exchanged for

                                       6
<PAGE>

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).

         "REDEMPTION  DATE" means the date  specified in a Redemption  Notice on
which  the  Securities  may be  redeemed  in  accordance  with the  terms of the
Securities and this Indenture.

         "REDEMPTION NOTICE" shall have the meaning set forth in Section 3.03.

         "REDEMPTION  NOTICE  DATE"  shall have the meaning set forth in Section
10.02(a).

         "REDEMPTION  PRICE" or  "REDEMPTION  PRICE"  shall have the meaning set
forth in Section 3.01.

         "REGISTRAR" shall have the meaning set forth in Section 2.03.

         "REGISTRATION   RIGHTS   AGREEMENT"  means  the   Registration   Rights
Agreement,  dated the date  hereof,  between the Company,  on the one hand,  and
Jefferies & Company, Inc., on the other hand.

         "REPURCHASE DATE" shall have the meaning set forth in Section 3.07.

         "REPURCHASE NOTICE" shall have the meaning set forth in Section 3.07.

         "REPURCHASE PRICE" shall have the meaning set forth in Section 3.07.

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

         "RESTRICTED SECURITY" means a Security required to bear the Legend.

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

         "RULE 144A  INFORMATION"  shall have the  meaning  set forth in Section
4.06.

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES" means any of the Company's 2.875% Convertible Senior Notes
due 2024,  as  amended  or  supplemented  from time to time,  issued  under this
Indenture.

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

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

         "SETTLEMENT  AMOUNT"  shall  have the  meaning  as set forth in Section
10.02(a).

                                       7
<PAGE>

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

         "STOCK PRICE" shall have the meaning set forth in Section 10.01(d).

         "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.

         "TERMINATION  OF TRADING"  will be deemed to have  occurred at any time
when the Common  Stock (or other  common  stock into  which the  Securities  are
convertible)  is  neither  listed  for  trading  on a U.S.  national  securities
exchange nor approved for trading on the Nasdaq  National  Market or any similar
system of automated dissemination of quotations of securities prices.

         "TIA" means the 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 the Common  Stock
generally  occurs and a Closing  Sale Price for the Common  Stock is provided on
the New York Stock Exchange or, if the Common Stock is not listed for trading on
the New York Stock Exchange,  on the principal  other U.S.  national or regional
securities  exchange on which the Common  Stock then is listed or, if the Common
Stock is not  listed for  trading  on a U.S.  national  or  regional  securities
exchange,  on the  principal  other  market  on which the  Common  Stock is then
traded.

         "TRADING  PRICE" of the Securities on any date of  determination  means
the average of the secondary market bid quotations per Security  obtained by the
Trustee, at the request of the Company,  for $2,000,000  principal amount of the
Securities at approximately 3:30 p.m., New York City time, on such determination
date from three independent nationally recognized securities dealers the Company
selects; PROVIDED that if at least three such bids cannot reasonably be obtained
by the Trustee,  but two such bids can be obtained,  then the average of the two
bids shall be used,  and if only one such bid can  reasonably be obtained by the
Trustee,  that one bid shall be used. If the Trustee cannot reasonably obtain at
least  one  bid  for  $2,000,000  principal  amount  of  the  Securities  from a
nationally  recognized  securities dealer on such  determination  date, then the
trading  price per Security will be deemed to be 97.9% of the Closing Sale Price
per  share of  Common  Stock on such  date of  determination  multiplied  by the
Conversion Rate then in effect.

         "TRIGGER EVENT" shall have the meaning set forth in Section 10.04(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.

         "VOTING  STOCK" of a person means  Capital  Stock 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

                                       8
<PAGE>

person  (irrespective  of whether or not at the time Capital  Stock of any other
class or  classes  shall  have or might  have  voting  power  by  reason  of the
happening of any contingency).

         Section  1.02  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:

         "COMMISSION" means the SEC.

         "INDENTURE SECURITIES" means the Securities.

         "INDENTURE SECURITY HOLDER" means a Securityholder.

         "INDENTURE TO BE QUALIFIED" means this Indenture.

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

         "OBLIGOR" on the indenture securities means the Company.

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

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

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

                  (ii) an accounting term not otherwise  defined has the meaning
         assigned to it in accordance with U.S.  generally  accepted  accounting
         principles as in effect from time to time;

                  (iii) "or" is not exclusive;

                  (iv) "INCLUDING" means including, without limitation; and

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

         Section 1.04 ACTS OF HOLDERS.

         (a) Any request,  demand,  authorization,  direction,  notice, consent,
waiver  or  other  action  provided  by this  Indenture  to be given or taken by
Holders  may  be  embodied  in and  evidenced  by one  or  more  instruments  of
substantially similar tenor signed by such Holders in person or by 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  11.02.  Such  instrument  or  instruments  (and the action
embodied therein and evidenced  thereby) are herein sometimes referred to as the
"Act" of Holders signing such  instrument or instruments.  Proof of

                                       9
<PAGE>

execution of any such instrument or of a writing appointing any such agent shall
be sufficient  for any purpose of this  Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

         (b) The  fact  and  date of the  execution  by any  person  of any such
instrument  or  writing  may be proved  by the  affidavit  of a witness  of such
execution or by a certificate of a notary public or other officer  authorized by
law to take  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. 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  Security  and the
ownership of Securities shall be proved by the register for the Securities.

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

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

                                   ARTICLE 2
                                 THE SECURITIES

         Section 2.01 TITLE, FORM AND DATING.  The Securities shall be known and
designated as the "2.875% Convertible Senior Notes due 2024" of the Company. The
aggregate principal amount of securities that may be authenticated and delivered
under  this  Indenture  is  limited  to  $250,000,000,   except  for  Securities
authenticated and delivered upon registration of, or transfer of, or in exchange
for, or in lieu of other  Securities  pursuant to Sections 2.06,  2.07, 2.08 and
2.12.

                                       10
<PAGE>

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

         (a) 144A GLOBAL  SECURITIES.  Securities  offered and sold to qualified
institutional  buyers as defined in Rule 144A  ("QIBS") in reliance on Rule 144A
shall be issued, initially in the form of a 144A Global Security, which shall be
deposited with the Trustee at its Corporate  Trust Office,  as custodian for the
Depositary (as defined below) and registered in the name of The Depository Trust
Company ("DTC") or the nominee thereof (DTC, or any successor  thereto,  and any
such nominee being hereinafter  referred to as the "DEPOSITARY"),  duly executed
by the Company and  authenticated  by the Trustee as hereinafter  provided.  The
aggregate  principal amount of the 144A 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.

         (b) GLOBAL SECURITIES IN GENERAL.  Each Global Security shall represent
such of the outstanding  Securities as shall be specified therein and each shall
provide that it shall represent the aggregate  amount of outstanding  Securities
from time to time endorsed  thereon and that the aggregate amount of outstanding
Securities represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, repurchases and conversions.

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

         (c)  BOOK-ENTRY  PROVISIONS.  This Section  2.01(c) shall apply only to
Global Securities deposited with or on behalf of the Depositary.

         The Company shall  execute and the Trustee  shall,  in accordance  with
this Section  2.01(c),  authenticate  and deliver  initially  one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary or held by the Trustee pursuant to
the  Depositary's  instructions  and (c) shall be  substantially  in the form of
EXHIBIT A attached hereto.

         (d) CERTIFICATED SECURITIES.  Securities not issued as interests in the
Global Securities will be issued in certificated form  substantially in the form
of EXHIBIT B attached hereto.

         Section 2.02  EXECUTION AND  AUTHENTICATION.  The  Securities  shall be
executed on behalf of the Company by any Officer.  The  signature of the Officer
on the Securities may be manual or facsimile.

         Securities  bearing the manual or facsimile  signatures of  individuals
who were, at the time of the execution of the  Securities,  Officers  shall bind
the Company, notwithstanding that such

                                       11
<PAGE>

individuals  or any of them  have  ceased  to hold  such  offices  prior  to the
authentication  and delivery of such  Securities or did not hold such offices at
the date of authentication of such Securities.

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

         The Trustee shall  authenticate and deliver the Securities for original
issue in an aggregate  principal  amount of up to $250,000,000  upon one or more
Company  Orders  without  any  further  action  by the  Company  (other  than as
contemplated in Section 11.04 and Section 11.05 hereof).

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

         Section 2.03 REGISTRAR,  PAYING AGENT AND CONVERSION AGENT. The Company
shall  maintain  an office or  agency  where  Securities  may be  presented  for
registration  of transfer  or for  exchange  ("REGISTRAR"),  an office or agency
where  Securities may be presented for purchase or payment  ("PAYING AGENT") and
an  office  or  agency  where   Securities   may  be  presented  for  conversion
("CONVERSION  AGENT"). The Registrar shall keep a register of the Securities and
of their registration of 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 4.05. The term Conversion Agent includes
any additional conversion agent, including any named pursuant to Section 4.05.

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

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

         Section 2.04 PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST. Except
as  otherwise  provided  herein,  on or prior to each  due date of  payments  in
respect of any  Security,  the Company shall deposit with the Paying Agent a sum
of money (in immediately available funds if deposited on the due date) or shares
of Common Stock  sufficient  to make such  payments  when due. The Company shall
require  each Paying Agent (other than the Trustee) to agree in writing that the
Paying  Agent  shall  hold in trust for the  benefit of  Securityholders  or the
Trustee  all money and shares of Common  Stock held by the Paying  Agent for the
making of payments in

                                       12
<PAGE>

respect of the  Securities  and shall  notify the  Trustee of any default by the
Company in making any such payment.  At any time during the  continuance  of any
such default,  the Paying Agent shall,  upon the written request of the Trustee,
forthwith  pay to the  Trustee  all money and shares of Common  Stock so held in
trust.  If the Company,  a Subsidiary  or an Affiliate of either of them acts as
Paying Agent, it shall segregate the money and shares of Common Stock held by it
as Paying  Agent and hold it as a separate  trust fund.  The Company at any time
may require a Paying  Agent to pay all money and shares of Common  Stock held by
it to the Trustee and to account for any funds and Common Stock disbursed by it.
Upon doing so, the Paying Agent shall have no further liability for the money or
shares of Common Stock.

         Section 2.05 SECURITYHOLDER  LISTS. The Trustee shall preserve the most
recent list  available to it of the names and addresses of  Securityholders.  If
the Trustee is not the Registrar, the Company shall cause to be furnished to the
Trustee at least  semiannually  within 10 days after each Interest Record Date a
listing of  Securityholders  as of such  Interest  Record Date and at such other
times as the  Trustee  may request in writing a list in such form and as of such
date as the  Trustee  may  reasonably  require  of the  names and  addresses  of
Securityholders.

         Section  2.06  TRANSFER AND  EXCHANGE.  Subject to Section 2.12 hereof,
upon  surrender for  registration  of transfer of any Security,  together with a
written  instrument of transfer  satisfactory  to the Registrar duly executed by
the Securityholder or such Securityholder's attorney duly authorized in writing,
at the office or agency of the Company  designated as Registrar or  co-registrar
pursuant to Section  2.03,  the Company  shall  execute,  and the Trustee  shall
authenticate  and  deliver,  in  the  name  of  the  designated   transferee  or
transferees,  one or more  new  Securities  of any  authorized  denomination  or
denominations,  of a like  aggregate  principal  amount.  The Company  shall not
charge a service charge for any  registration  of transfer or exchange,  but the
Company or the Trustee may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges that may be imposed in connection with
the   registration   of  transfer  or  exchange  of  the  Securities   from  the
Securityholder requesting such registration of transfer or exchange.

         At the option of the  Holder,  Securities  may be  exchanged  for other
Securities of any authorized denomination or denominations,  of a like aggregate
principal amount upon surrender of the Securities to be exchanged, together with
a written instrument of transfer  satisfactory to the Registrar duly executed by
the Securityholder or such Securityholder's attorney duly authorized in writing,
at such  office or  agency.  Whenever  any  Securities  are so  surrendered  for
exchange,  the Company shall  execute,  and the Trustee shall  authenticate  and
deliver,  the  Securities  which the Holder  making the  exchange is entitled to
receive.

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

                                       13
<PAGE>

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

         (b)  Successive   registrations  and  registrations  of  transfers  and
exchanges as aforesaid  may be made from time to time as desired,  and each such
registration shall be noted on the register for the Securities.

         (c) Any  Registrar  appointed  pursuant to Section  2.03  hereof  shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities  upon  registration
of transfer or exchange of Securities.

         (d) No Registrar shall be required to make registrations of transfer or
exchange  of  Securities  during  any  periods  designated  in the  text  of the
Securities or in this  Indenture as periods  during which such  registration  of
transfers and exchanges need not be made.

         (e) If Securities are issued upon the transfer, exchange or replacement
of Securities  subject to  restrictions  on transfer and bearing the legends set
forth on the forms of Security attached hereto as EXHIBITS A AND B setting forth
such  restrictions  (collectively,  the  "LEGEND"),  or if a request  is made to
remove the Legend on a Security, the Securities so issued shall bear the Legend,
or the  Legend  shall  not be  removed,  as the  case  may be,  unless  there is
delivered to the Company and the Registrar  such  satisfactory  evidence,  which
shall  include an opinion  of  counsel,  as may be  reasonably  required  by the
Company  and the  Registrar  and the  Trustee  (if not the  same  Person  as the
Trustee),  that  neither the Legend nor the  restrictions  on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A or Rule 144 under the  Securities  Act or that such  Securities are
not  "restricted"  within the meaning of Rule 144 under the Securities Act. Upon
(i) provision of such  satisfactory  evidence,  (ii) the expiration of two years
after the later of the last date on which the Securities were originally  issued
and the last date on which the Company, or any of its Affiliates, were the owner
of Securities or (iii)  notification by the Company to the Trustee and Registrar
of the  sale of such  Security  pursuant  to a  registration  statement  that is
effective at the time of such sale, the Trustee, at the written direction of the
Company,  shall  authenticate  and  deliver  a  Security  that does not bear the
Legend. If the Legend is removed from the face of a Security and the Security is
subsequently  held by the Company or an  Affiliate  of the  Company,  the Legend
shall be reinstated.

         Section 2.07 REPLACEMENT  SECURITIES.  If (a) any mutilated Security is
surrendered to the Trustee,  or (b) the Company and the Trustee receive evidence
to their  satisfaction of the  destruction,  loss or theft of any Security,  and
there is delivered to the Company and the Trustee such  security or indemnity as
may be required by them to save each of them  harmless,  then, in the absence of
notice to the Company or the Trustee that such  Security has been  acquired by a
protected purchaser,  the Company shall execute and upon its written request the
Trustee  shall  authenticate  and deliver,  in exchange  for any such  mutilated
Security or in lieu of any such

                                       14
<PAGE>

destroyed,  lost or stolen Security,  a new Security of like tenor and principal
amount, bearing a certificate number not contemporaneously outstanding.

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

         Upon the issuance of any new  Securities  under this Section 2.07,  the
Company may require  the payment of a sum  sufficient  to cover any tax or other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security  issued pursuant to this Section 2.07 in lieu of any
mutilated,  destroyed,  lost or stolen  Security  shall  constitute  an original
contractual  obligation of the Company,  whether or not the  destroyed,  lost or
stolen  Security  shall be at any  time  enforceable  by  anyone,  and  shall be
entitled to all benefits of this Indenture equally and proportionately  with any
and all other Securities duly issued hereunder.

         The  provisions of this Section 2.07 are  exclusive and shall  preclude
(to the  extent  lawful)  all other  rights  and  remedies  with  respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

         Section 2.08 OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS' ACTION.
Securities  outstanding at any time are all the Securities  authenticated by the
Trustee  except for those  cancelled by it, those paid pursuant to Section 2.07,
those delivered to it for  cancellation and those described in this Section 2.08
as not  outstanding.  A Security  does not cease to be  outstanding  because the
Company or an Affiliate thereof holds the Security;  PROVIDED,  HOWEVER, that in
determining  whether the Holders of the requisite principal amount of Securities
have  given or  concurred  in any  request,  demand,  authorization,  direction,
notice, consent, waiver, or other Act hereunder, Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or such
other  obligor shall be  disregarded  and deemed not to be  outstanding,  except
that, in determining  whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other
Act, only Securities  which a Responsible  Officer of the Trustee actually knows
to be  so  owned  shall  be so  disregarded.  Subject  to  the  foregoing,  only
Securities  outstanding at the time of such determination shall be considered in
any such determination (including,  without limitation,  determinations pursuant
to Articles 6 and 9).

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

         If the Paying Agent holds,  in  accordance  with this  Indenture,  on a
Redemption Date, or on the Business Day immediately  following a Repurchase Date
or a  Designated  Event  Repurchase  Date,  or  on  Stated  Maturity,  money  or
securities, if permitted hereunder, sufficient to pay Securities payable on that
date, then immediately after such Redemption Date,  Repurchase

                                       15
<PAGE>

Date,  Designated Event Repurchase Date or Stated Maturity,  as the case may be,
such  Securities  shall cease to be  outstanding  and  Interest  and  Liquidated
Damages,  if any, on such Securities  shall cease to accrue;  PROVIDED,  that if
such  Securities  are to be redeemed,  notice of such  redemption  has been duly
given  pursuant to this  Indenture or  provision  therefor  satisfactory  to the
Trustee has been made.

         If a Security is converted in accordance with Article 10, then from and
after the time of conversion  on the date of  conversion,  such  Security  shall
cease to be outstanding and Interest and Liquidated Damages, if any, shall cease
to accrue on such Security.

         Section  2.09  TEMPORARY   SECURITIES.   Pending  the   preparation  of
definitive  Securities,  the Company may  execute,  and upon  Company  Order the
Trustee shall authenticate and deliver,  temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which  they  are  issued  and  with  such  appropriate  insertions,   omissions,
substitutions and other variations as the Officers executing such Securities may
determine, as conclusively evidenced by their execution of such Securities.

         If temporary  Securities are issued,  the Company will cause definitive
Securities to be prepared without  unreasonable  delay. After the preparation of
definitive  Securities,  the  temporary  Securities  shall be  exchangeable  for
definitive  Securities upon surrender of the temporary  Securities at the office
or agency of the Company  designated for such purpose  pursuant to Section 2.03,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary   Securities   the  Company   shall  execute  and  the  Trustee  shall
authenticate  and  deliver  in  exchange  therefor  a like  principal  amount of
definitive  Securities  of  authorized  denominations.  Until so  exchanged  the
temporary  Securities  shall in all  respects be  entitled to the same  benefits
under this Indenture as definitive Securities.

         Section 2.10  CANCELLATION.  All  Securities  surrendered  for payment,
purchase  by the  Company  pursuant  to Article  3,  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. The Company may at any time  deliver to the  Trustee  for  cancellation  any
Securities  previously  authenticated and delivered  hereunder which the Company
may have  acquired in any manner  whatsoever,  and all  Securities  so delivered
shall be  promptly  cancelled  by the  Trustee.  The  Company  may not issue new
Securities  to replace  Securities  it has paid or  delivered to the Trustee for
cancellation  or that any  Holder  has  converted  pursuant  to  Article  10. No
Securities  shall be  authenticated in lieu of or in exchange for any Securities
cancelled as provided in this  Section,  except as  expressly  permitted by this
Indenture.  All cancelled Securities 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
Security 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  Security is
registered as the owner of such Security for the purpose of receiving payment of
the principal amount of the Security or any portion  thereof,  or the payment of
any Redemption  Price,  Repurchase Price or Designated Event Repurchase Price in
respect thereof,  and Interest or Liquidated Damages thereon, for the purpose of

                                       16
<PAGE>

conversion and for all other purposes  whatsoever,  whether or not such Security
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 GLOBAL SECURITIES.

         (a)  Notwithstanding  any other  provisions  of this  Indenture  or the
Securities,  (A) transfers of a Global  Security,  in whole or in part, shall be
made only in  accordance  with Section 2.06 and Section  2.12(a)(i)  below,  (B)
transfers  of a  beneficial  interest in a Global  Security  for a  Certificated
Security shall comply with Section 2.06,  Section  2.12(a)(ii) below and Section
2.12(e) below,  and (C) transfers of a  Certificated  Security shall comply with
Section 2.06 and Section 2.12(a)(iii) and Section 2.12(a)(iv) below.

                  (i) TRANSFER OF GLOBAL SECURITY.  A Global Security may not be
         transferred,  in  whole  or in  part,  to any  person  other  than  the
         Depositary or a nominee or any successor thereof,  and no such transfer
         to any such other person may be  registered;  PROVIDED that this clause
         shall  not  prohibit  any  transfer  of a  Security  that is  issued in
         exchange for a Global Security but is not itself a Global Security.  No
         transfer  of a Security  to any Person  shall be  effective  under this
         Indenture  or the  Securities  unless and until such  Security has been
         registered  in the  name  of  such  Person.  Nothing  in  this  Section
         2.12(a)(i)  shall  prohibit  or render  ineffective  any  transfer of a
         beneficial  interest in a Global  Security  effected in accordance with
         the other provisions of this Section 2.12(a).

                  (ii)  RESTRICTIONS  ON TRANSFER OF A BENEFICIAL  INTEREST IN A
         GLOBAL SECURITY FOR A CERTIFICATED SECURITY. A beneficial interest in a
         Global Security may not be exchanged for a Certificated Security except
         upon  satisfaction of the  requirements  set forth below and in Section
         2.12(e)  below.  Upon  receipt  by  the  Trustee  of  a  transfer  of a
         beneficial  interest in a Global Security in accordance with Applicable
         Procedures for a Certificated  Security in the form satisfactory to the
         Trustee, together with:

                           (1)  so  long  as  the   Securities   are  Restricted
                  Securities, certification in the form set forth in EXHIBIT C;

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

                           (3)  an  opinion   of   counsel  or  other   evidence
                  reasonably  satisfactory  to it as to the compliance  with the
                  restrictions set forth in the Legend,

         then the Trustee  shall cause,  or direct the  Registrar  to cause,  in
         accordance  with the  standing  instructions  and  procedures  existing
         between the  Depositary  and the  Registrar,  the  aggregate  principal
         amount of the  Securities  represented  by the  Global  Security  to be
         decreased  by  the  aggregate  principal  amount  of  the  Certificated
         Security to be issued, shall issue such Certificated Security and shall
         debit or cause to be debited to the account

                                       17
<PAGE>

         of the person specified in such  instructions a beneficial  interest in
         the Global Security equal to the principal  amount of the  Certificated
         Security so issued.

                  (iii) TRANSFER AND EXCHANGE OF CERTIFICATED  SECURITIES.  When
         Certificated Securities are presented to the Registrar with a request:

                           (y) to register  the  transfer  of such  Certificated
                  Securities; or

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

the Registrar  shall  register the transfer or make the exchange as requested if
its reasonable  requirements  for such transaction are met;  PROVIDED,  HOWEVER,
that the Certificated Securities surrendered for transfer or exchange:

                  (1)  shall  be  duly  endorsed  or  accompanied  by a  written
         instrument of transfer in form  reasonably  satisfactory to the Company
         and the Registrar,  duly executed by the Holder thereof or his attorney
         duly authorized in writing; and

                  (2) so long as such Securities are Restricted Securities, such
         Securities are being transferred or exchanged  pursuant to an effective
         registration  statement  under the Securities Act or pursuant to clause
         (A), (B) or (C) below, and are accompanied by the following  additional
         information and documents, as applicable:

                           (A)  if  such   Certificated   Securities  are  being
                  delivered to the Registrar by a Holder for registration in the
                  name of such Holder,  without transfer,  a certification  from
                  such Holder to that effect; or

                           (B)  if  such   Certificated   Securities  are  being
                  transferred to the Company, a certification to that effect; or

                           (C)  if  such   Certificated   Securities  are  being
                  transferred pursuant to an exemption from registration,  (i) a
                  certification to that effect (in the form set forth in EXHIBIT
                  C, if  applicable)  and (ii) if the  Company or the Trustee so
                  requests,  an opinion of counsel or other evidence  reasonably
                  satisfactory to it as to the compliance with the  restrictions
                  set forth in the Legend.

                  (iv) RESTRICTIONS ON TRANSFER OF A CERTIFICATED SECURITY FOR A
         BENEFICIAL INTEREST IN A GLOBAL SECURITY.  A Certificated  Security may
         not be exchanged for a beneficial  interest in a Global Security except
         upon satisfaction of the requirements set forth below.

         Upon receipt by the Trustee of a Certificated  Security,  duly endorsed
or accompanied by appropriate  instruments of transfer,  in form satisfactory to
the Trustee, together with:

                  (1) so  long  as the  Securities  are  Restricted  Securities,
         certification,   in  the  form  set  forth  in  EXHIBIT  C,  that  such
         Certificated  Security (A) is being  transferred

                                       18
<PAGE>

         to a QIB in accordance  with Rule 144A under the  Securities Act or (B)
         is being transferred  pursuant to and in compliance with Rule 144 under
         the Securities Act; and

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

then the Trustee shall cancel such  Certificated  Security and cause,  or direct
the  Registrar  to cause,  in  accordance  with the  standing  instructions  and
procedures  existing  between the Depositary  and the  Registrar,  the aggregate
principal  amount  of  Securities  represented  by  the  Global  Security  to be
increased by the aggregate  principal amount of the Certificated  Security to be
exchanged, and shall credit or cause to be credited to the account of the person
specified  in such  instructions  a beneficial  interest in the Global  Security
equal to the principal amount of the Certificated  Security so cancelled.  If no
Global Securities are then outstanding,  the Company shall issue and the Trustee
shall  authenticate,  upon  a  Company  Order,  a new  Global  Security  in  the
appropriate principal amount.

         (b) Subject to the succeeding Section 2.12(c),  every Security shall be
subject to the  restrictions  on transfer  provided in the Legend  including the
delivery of an opinion of  counsel,  if so  provided.  Whenever  any  Restricted
Security  is  presented  or  surrendered  for  registration  of  transfer or for
exchange for a Security registered in a name other than that of the Holder, such
Security must be  accompanied  by a certificate  in  substantially  the form set
forth in EXHIBIT C, dated the date of such surrender and signed by the Holder of
such  Security,  as to  compliance  with  such  restrictions  on  transfer.  The
Registrar  shall not be required to accept for such  registration of transfer or
exchange any Security not so accompanied by a properly completed certificate.

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

                                       19
<PAGE>

any action taken or omitted to be taken by it in good faith in accordance with
the aforementioned opinion of counsel or registration statement.

         (d) As used in Section 2.12(b) and (c), the term "transfer" encompasses
any sale, pledge,  transfer,  loan,  hypothecation,  or other disposition of any
Security.

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

                  (i)  Notwithstanding any other provisions of this Indenture or
         the Securities, a Global Security shall not be exchanged in whole or in
         part for a Security registered in the name of any Person other than the
         Depositary  or one or more  nominees  thereof;  PROVIDED  that a Global
         Security may be exchanged for Securities registered in the names of any
         person  designated  by  the  Depositary  in  the  event  that  (x)  the
         Depositary  has  notified the Company that it is unwilling or unable to
         continue  as  Depositary  for such  Global  Security,  and a  successor
         Depositary is not appointed by the Company  within 90 days,  (y) at any
         time,  the  Company,  in its sole  discretion,  determines  not to have
         Securities  represented by Global Securities or (z) an Event of Default
         has occurred and is  continuing  with  respect to the  Securities.  Any
         Global Security  exchanged  pursuant to clauses (x) and (y) above shall
         be so  exchanged  in whole  and not in part,  and any  Global  Security
         exchanged  pursuant  to clause (z) above may be  exchanged  in whole or
         from  time to time in part as  directed  by the  Holder.  Any  Security
         issued in exchange for a Global  Security or any portion  thereof shall
         be a Global Security; PROVIDED that any such Security so issued that is
         registered  in the name of a Person  other  than  the  Depositary  or a
         nominee thereof shall not be a Global Security.

                  (ii)  Securities  issued in exchange for a Global  Security or
         any portion  thereof shall be issued in  definitive,  fully  registered
         form,  shall have an aggregate  principal  amount equal to that of such
         Global  Security  or  portion  thereof  to be so  exchanged,  shall  be
         registered in such names and be in such authorized denominations as the
         Depositary  shall  designate  and  shall  bear the  applicable  legends
         provided for herein. Any Global Security to be exchanged in whole shall
         be surrendered  by the Depositary to the Registrar.  With regard to any
         Global  Security to be exchanged in part,  either such Global  Security
         shall be so  surrendered  for  exchange or, if the Trustee is acting as
         custodian for the Depositary or its nominee with respect to such Global
         Security,  the principal amount thereof shall be reduced,  by an amount
         equal  to the  portion  thereof  to be so  exchanged,  by  means  of an
         appropriate  adjustment  made on the records of the  Trustee.  Upon any
         such  surrender  or  adjustment,  the Trustee  shall  authenticate  and
         deliver the Security  issuable on such exchange to or upon the order of
         the Depositary or an authorized representative thereof.

                  (iii)  Subject to the  provisions  of clause  (v)  below,  the
         registered Holder may grant proxies and otherwise authorize any person,
         including  Agent  Members (as defined  below) and persons that may hold
         interests  through Agent Members,  to take any action which a Holder is
         entitled to take under this Indenture or the Securities.

                                       20
<PAGE>

                  (iv)  In the  event  of the  occurrence  of any of the  events
         specified  in clause (i) above,  the Company will  promptly  notify the
         Trustee  and make  available  to the  Trustee  a  reasonable  supply of
         Certificated Securities in definitive, fully registered form.

                  (v) Neither any members of, or participants in, the Depositary
         (collectively,  the  "AGENT  MEMBERS")  nor any other  Persons on whose
         behalf Agent Members may act shall have any rights under this Indenture
         with  respect  to any  Global  Security  registered  in the name of the
         Depositary or any nominee  thereof,  or under any such 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; PROVIDED that an owner of a beneficial interest in
         a Global Security may directly enforce against the Company, without the
         consent,  proxy or participation of the Depositary,  such owner's right
         to receive  Certificated  Securities  pursuant  to  Section  2.12(e)(i)
         above.  Notwithstanding the foregoing, nothing herein shall prevent the
         Company,  the Trustee or any agent of the  Company or the Trustee  from
         giving   effect   to  any   written   certification,   proxy  or  other
         authorization  furnished by the Depositary or such nominee, as the case
         may be, or impair, as between the Depositary, its Agent Members and any
         other person on whose behalf an Agent Member may act, the  operation of
         customary  practices  of such  Persons  governing  the  exercise of the
         rights of a holder of any Security.

         Section 2.13 CUSIP Numbers.  The Company may issue the Securities  with
one or more "CUSIP"  numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP"  numbers in Redemption  Notices as a  convenience  to Holders;
provided that any such notice may state that no representation is made as to the
correctness  of such numbers either as printed on the Securities or as contained
in any  Redemption  Notice  and that  reliance  may be placed  only on the other
identification numbers printed on the Securities,  and any such redemption shall
not be affected by any defect in or omission of such  numbers.  The Company will
promptly notify the Trustee in writing of any change in the CUSIP numbers.

                                   ARTICLE 3
                           REDEMPTION AND REPURCHASES

         Section 3.01 COMPANY'S  RIGHT TO REDEEM;  NOTICES TO TRUSTEE.  Prior to
December 1, 2011 the Securities will not be redeemable at the Company's  option.
Beginning  on  December 1, 2011,  the  Company,  at its  option,  may redeem the
Securities  for cash at any time as a whole,  or from time to time in part, at a
redemption price (the "REDEMPTION  PRICE") equal to 100% of the principal amount
of the  Securities  redeemed plus accrued and unpaid  Interest,  and accrued and
unpaid  Liquidated  Damages,  if  any,  on  the  Securities  redeemed,  to  (but
excluding)  the  Redemption  Date. If the  Redemption  Date is on a date that is
after an  Interest  Record  Date and on or prior to the  corresponding  Interest
Payment Date,  the Company shall pay such Interest and  Liquidated  Damages,  if
any, to the Holder of record on the  corresponding  Interest Record Date and the
Redemption  Price shall only be 100% of the principal amount of those Securities
to be redeemed. If the Company elects to redeem Securities,  it shall notify the
Trustee in writing of the Redemption  Date,  the Conversion  Rate, the principal
amount of Securities to be redeemed and the Redemption Price.

                                       21
<PAGE>

         The Company  shall give the notice to the Trustee  provided for in this
Section 3.01 by a Company Order, at least 45 days (unless a shorter notice shall
be  satisfactory to the Trustee) but not more than 60 days before the Redemption
Date.

         Securities  called for  redemption  may be  surrendered  for conversion
pursuant to Section 10.01(a)(3) from the date of the Redemption Notice until the
close of business on the Business Day prior to the Redemption Date.

         Section 3.02  SELECTION OF SECURITIES TO BE REDEEMED.  If less than all
of the  Securities  are to be redeemed,  unless the procedures of the Depositary
provide  otherwise,  the Trustee  shall select the  Securities to be redeemed by
lot,  on a pro rata basis or by another  method the Trustee  considers  fair and
appropriate  (so long as such method is not prohibited by the rules of any stock
exchange or quotation  association  on which the  Securities  are then traded or
quoted).  Subject to the previous sentence, the Trustee shall make the selection
within five Business  Days after it receives the notice  provided for in Section
3.01 from  outstanding  Securities not  previously  called for  redemption.  The
Trustee may select for redemption portions of the principal amount of Securities
that have denominations larger than $1,000.

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

         If any  Security,  a portion of which is selected  for  redemption,  is
converted in part before termination of the conversion right with respect to the
portion of the  Security so selected,  the  converted  portion of such  Security
shall be deemed (so far as may be) to be the portion  selected  for  redemption.
Securities  that have been  converted  during a selection  of  Securities  to be
redeemed  may be treated by the Trustee as  outstanding  for the purpose of such
selection.

         Section 3.03 REDEMPTION  NOTICE.  At least 30 days but not more than 60
days before a Redemption  Date, the Company shall mail a notice of redemption (a
"REDEMPTION  NOTICE") by first-class  mail,  postage prepaid,  to each Holder of
Securities to be redeemed.

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

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) the Conversion Rate;

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

                  (v) that Securities  called for redemption may be converted at
         any time before the close of business on the  Business Day prior to the
         Redemption Date;

                  (vi) that  Securities  called for redemption and not converted
         will be redeemed on the Redemption Date;

                                       22
<PAGE>

                  (vii) that Holders who want to convert their  Securities  must
         satisfy the requirements set forth in the Securities;

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

                  (ix) that the Redemption  Price for any Security as to which a
         Redemption  Notice has been given will be paid  promptly  following the
         later of the Business Day immediately following the Redemption Date and
         the time of surrender of such Security as described in (viii);

                  (x) if fewer than all of the outstanding  Securities are to be
         redeemed, the certificate numbers, if any, and principal amounts of the
         particular Securities to be redeemed;

                  (xi) that,  unless the Company  defaults in making  payment of
         such  Redemption  Price,  Interest and Liquidated  Damages,  if any, on
         Securities  called for redemption will cease to accrue on and after the
         Redemption Date; and

                  (xii) the CUSIP number of the Securities.

At the Company's  request,  the Trustee shall give the Redemption  Notice in the
Company's  name and at the  Company's  expense;  PROVIDED that the Company makes
such  request  at least  seven  Business  Days  prior to the date by which  such
Redemption  Notice must be given to Holders in accordance with this Section 3.03
and the text of such notice is completed by the Company.

         Section 3.04 EFFECT OF REDEMPTION NOTICE. Once the Redemption Notice is
given, Securities called for redemption become due and payable on the Redemption
Date and at the Redemption Price stated in the notice except for Securities that
are converted in accordance with the terms of this Indenture.  Upon surrender to
the Paying Agent,  such Securities  shall be paid at the Redemption Price stated
in the notice.

         Section 3.05 DEPOSIT OF REDEMPTION PRICE. Prior to 10:00 a.m., New York
City time,  on the  Redemption  Date,  the Company shall deposit with the Paying
Agent (or if the Company or a  Subsidiary  or an  Affiliate of either of them is
the  Paying  Agent,  shall  segregate  and hold in  trust)  an amount of cash in
immediately  available  funds  sufficient  to pay the  Redemption  Price  of all
Securities  or  portions  thereof of which are to be redeemed on that date other
than  Securities or portions of  Securities  called for  redemption  which on or
prior thereto have been delivered by the Company to the Trustee for cancellation
or have been converted. The Paying Agent shall as promptly as practicable return
to the Company any money not required for that purpose  because of conversion of
Securities  pursuant to Article 10. If such money is then held by the Company in
trust and is not  required  for such  purpose it shall be  discharged  from such
trust.

         Section 3.06  SECURITIES  REDEEMED IN PART. Any  Certificated  Security
which is to be redeemed 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 Security,  without service charge,  a new Security
or  Securities,  of any authorized  denomination  as requested by

                                       23
<PAGE>

such Holder in aggregate  principal  amount  equal to, and in exchange  for, the
portion of the  principal  amount of the  Security so  surrendered  which is not
redeemed.

         Section 3.07  REPURCHASE  OF SECURITIES BY THE COMPANY AT OPTION OF THE
HOLDER.  Securities  shall be  repurchased  by the  Company at the option of the
Holder on December  1, 2011,  December  1, 2014 and  December  1, 2019 (each,  a
"REPURCHASE  DATE"), at a purchase price in cash (the "REPURCHASE  PRICE") equal
to 100% of the principal  amount of those Securities  repurchased,  plus accrued
and unpaid Interest and accrued and unpaid Liquidated  Damages, if any, on those
Securities  repurchased,  to  (but  excluding)  such  Repurchase  Date.  If  the
Repurchase  Date is on a date that is after an  Interest  Record  Date and on or
prior to the  corresponding  Interest  Payment Date,  the Company shall pay such
Interest  and  Liquidated  Damages to the Holder of record on the  corresponding
Interest  Record  Date  and  the  Repurchase  Price  shall  only  be 100% of the
principal amount of those Securities to be repurchased.

         Not later than 30  Business  Days  prior to any  Repurchase  Date,  the
Company  shall mail a Company  Notice by first  class mail to the Trustee and to
each  Holder (and to  beneficial  owners as required  by  applicable  law).  The
Company  Notice shall include a form of  Repurchase  Notice to be completed by a
Holder and shall state:

                  (i) the Repurchase Date;

                  (ii) the Repurchase Price;

                  (iii) the Conversion Rate;

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

                  (v) that  Securities as to which a Repurchase  Notice has been
         given  may be  converted  if they  are  otherwise  convertible  only in
         accordance with Article 10 hereof if the applicable  Repurchase  Notice
         has been withdrawn in accordance with the terms of this Indenture;

                  (vi) that Securities to be repurchased  must be surrendered to
         the Paying Agent to collect the Repurchase Price;

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

                  (viii) the  procedures  the  Holder  must  follow to  exercise
         rights under this Section 3.07 and a brief description of those rights;

                  (ix) briefly,  the conversion  rights, if any, with respect to
         the Securities;

                  (x) the procedures for withdrawing a Repurchase Notice;

                                       24
<PAGE>

                  (xi) that,  unless the Company  defaults in making  payment on
         Securities  for which a Repurchase  Notice has been  submitted,  and no
         withdrawal  thereof,  Interest or Liquidated  Damages,  if any, on such
         Securities will cease to accrue on and immediately after the Repurchase
         Date; and

                  (xii) the CUSIP number of the Securities.

At the  Company's  request,  the Trustee  shall give such Company  Notice in the
Company's name and at the Company's expense; PROVIDED, HOWEVER, that the Company
makes such request at least seven  Business Days prior to the date by which such
Company Notice must be given to Holders in accordance with this Section 3.07 and
the text of such Company Notice shall be prepared by the Company.

         Purchases of Securities  hereunder  shall be made, at the option of the
Holder thereof, upon:

                           (1)  delivery to the Paying  Agent by the Holder of a
                  written  notice of repurchase (a "REPURCHASE  NOTICE")  during
                  the period  beginning at any time from the opening of business
                  on the date that is 20  Business  Days  prior to the  relevant
                  Repurchase  Date until the close of business on the Repurchase
                  Date stating:

                                    (A) the certificate  numbers, if any, of the
                           Securities  which  the  Holder  will  deliver  to  be
                           repurchased   or   the   Applicable   Procedures   if
                           Certificated Securities have not been issued for such
                           Securities,

                                    (B) the principal  amount of the  Securities
                           which the  Holder  will  deliver  to be  repurchased,
                           which portion must be in principal  amounts of $1,000
                           or an integral multiple of $1,000, and

                                    (C)   that   such   Securities    shall   be
                           repurchased by the Company as of the Repurchase  Date
                           pursuant to the terms and conditions specified in the
                           Securities and in this Indenture; and

                           (2) delivery of such  Securities  (together  with all
                  necessary  endorsements) to the Paying Agent at the offices of
                  the Paying Agent,  such delivery  being a condition to receipt
                  by the  Holder of the  Repurchase  Price  therefor;  PROVIDED,
                  HOWEVER,  that such Repurchase Price shall be so paid pursuant
                  to this  Section 3.07 only if the Security so delivered to the
                  Paying Agent shall conform in all respects to the  description
                  thereof in the related Repurchase Notice.

The Company shall  repurchase from the Holder thereof,  pursuant to this Section
3.07,  Securities  and any portions  thereof,  if the  principal  amount of such
portion  is  $1,000  or an  integral  multiple  of  $1,000.  Provisions  of this
Indenture  that apply to the  repurchase  of all of a Security also apply to the
repurchase of such portion of such Security.

         Notwithstanding  anything herein to the contrary, any Holder delivering
to the Paying  Agent the  Repurchase  Notice  contemplated  by this Section 3.07
shall have the right to withdraw

                                       25
<PAGE>

such  Repurchase  Notice  at any time  prior to the  close  of  business  on the
Repurchase  Date by delivery  of a written  notice of  withdrawal  to the Paying
Agent in accordance with Section 3.09.

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

         Section 3.08  REPURCHASE  OF  SECURITIES AT OPTION OF THE HOLDER UPON A
DESIGNATED EVENT.

         (a) If a Designated  Event occurs  (subject to certain  exceptions  set
forth  below),  all or any  portion  of  Securities  shall be  purchased  by the
Company,  at the option of the Holder thereof, at a purchase price in cash equal
to 100% of the principal amount of those Securities repurchased (the "DESIGNATED
EVENT  REPURCHASE  PRICE"),  plus accrued and unpaid  Interest,  and accrued and
unpaid Liquidated Damages,  if any, on those Securities to (but excluding),  the
date that is 30 days  following  the date of the  notice of a  Designated  Event
delivered  by the Company  pursuant to Section  3.08(b) (the  "DESIGNATED  EVENT
REPURCHASE DATE"),  subject to satisfaction by or on behalf of the Holder of the
requirements  set forth in Section  3.08(c).  If the Designated Event Repurchase
Date is on a date that is after an  Interest  Record Date and on or prior to the
corresponding  Interest  Payment  Date,  the Company shall pay such Interest and
Liquidated Damages to the Holder of record on the corresponding  Interest Record
Date  and  the  Designated  Event  Repurchase  Price  shall  only be 100% of the
principal amount of those Securities to be repurchased.

         Notwithstanding  the  foregoing,  the Company  shall not be required to
purchase  Securities  of  Holders  pursuant  to  this  Section  3.08(a)  upon  a
Designated Event that is a Change of Control if 90% or more of the consideration
in the  transaction  or  transactions  (other than cash payments for  fractional
shares  and cash  payments  made in  respect of  dissenters'  appraisal  rights)
constituting  a Change of Control  described in clause  (iii) in the  definition
thereof  consists of shares of common stock  traded or to be traded  immediately
following such Change of Control on a national securities exchange or the Nasdaq
National  Market,  and,  as a result of the  transaction  or  transactions,  the
Securities  become  convertible  into that common stock (and any rights attached
thereto).

         (b)  Not  later  than  30  Business  Days  after  the  occurrence  of a
Designated  Event,  the Company  shall mail a Company  Notice of the  Designated
Event by first class mail to the  Trustee and to each Holder (and to  beneficial
owners as required by applicable  law).  The Company Notice shall include a form
of Designated  Event  Repurchase  Notice to be completed by the Holder and shall
state:

                  (i) briefly,  the events  causing a  Designated  Event and the
         date of such Designated Event;

                  (ii) the date by which the Designated Event Repurchase  Notice
         pursuant to this  Section 3.08 must be delivered to the Paying Agent in
         order for a Holder to exercise the repurchase rights;

                  (iii) the Designated Event Repurchase Date;

                                       26
<PAGE>

                  (iv) the Designated Event Repurchase Price;

                  (v) the Conversion Rate (including any Additional Shares to be
         included in such Conversion Rate pursuant to Section 10.01(d));

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

                  (vii)  that  the  Securities  as to which a  Designated  Event
         Repurchase Notice has been given may be converted if they are otherwise
         convertible  pursuant to Article 10 hereof only if the Designated Event
         Repurchase  Notice has been  withdrawn in accordance  with the terms of
         this Indenture;

                  (viii)  that  the  Securities  to  be   repurchased   must  be
         surrendered  to the  Paying  Agent  to  collect  the  Designated  Event
         Repurchase Price;

                  (ix)  that  the  Designated  Event  Repurchase  Price  for any
         Security as to which a Designated Event Repurchase Notice has been duly
         given and not withdrawn  will be paid  promptly  following the later of
         the Business Day immediately  following the Designated Event Repurchase
         Date and the time of surrender of such  Security as described in clause
         (viii);

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

                  (xi)  briefly,   the  conversion   rights,   if  any,  on  the
         Securities;

                  (xii)  the  procedures  for  withdrawing  a  Designated  Event
         Repurchase Notice;

                  (xiii) that,  unless the Company defaults in making payment on
         Securities  for which a  Designated  Event  Repurchase  Notice has been
         submitted, and no withdrawal thereof,  Interest and Liquidated Damages,
         if any,  on such  Securities  will  cease to accrue on and  immediately
         after the Designated Event Repurchase Date; and

                  (xiv) the CUSIP number of the Securities.

         At the Company's request, the Trustee shall give such Company Notice in
the Company's name and at the Company's  expense;  PROVIDED,  HOWEVER,  that the
Company  makes such  request at least seven  Business  Days prior to the date by
which such  Company  Notice  must be given to Holders  in  accordance  with this
Section  3.08 and the text of such  Company  Notice  shall  be  prepared  by the
Company.

         (c) A Holder may  exercise  its rights  specified  in this Section 3.08
upon delivery of a written  notice of purchase (a "DESIGNATED  EVENT  REPURCHASE
NOTICE") to the Paying Agent at any time on or prior to the close of business on
the Designated Event Repurchase Date stating:

                  (i) the certificate  numbers,  if any, of the Securities which
         the Holder will deliver to be repurchased or the Applicable  Procedures
         if Certificated Securities have not been issued for such Securities;

                                       27
<PAGE>

                  (ii) the principal  amount of the Securities  which the Holder
         will  deliver to be  repurchased,  which  portion  must be in principal
         amount of $1,000 or an integral multiple of $1,000; and

                  (iii) that such Securities shall be purchased  pursuant to the
         terms and conditions specified in the Securities and in this Indenture.

         The  delivery  of  such   Securities   (together   with  all  necessary
endorsements) to the Paying Agent with the Designated Event Repurchase Notice at
the  offices of the Paying  Agent  shall be a  condition  to the  receipt by the
Holder of the Designated  Event Repurchase  Price therefor;  PROVIDED,  HOWEVER,
that such Designated  Event  Repurchase  Price shall be so paid pursuant to this
Section 3.08 only if the Security so delivered to the Paying Agent shall conform
in all respects to the description  thereof set forth in the related  Designated
Event Repurchase Notice.

         The Company shall repurchase from the Holder thereof,  pursuant to this
Section 3.08,  Securities and any portions  thereof,  if the principal amount of
such  portion is $1,000 or an integral  multiple of $1,000.  Provisions  of this
Indenture  that apply to the  purchase  of all of a  Security  also apply to the
repurchase of such portion of such Security.

         Notwithstanding  anything herein to the contrary, any Holder delivering
to the Paying Agent the Designated Event Repurchase Notice  contemplated by this
Section  3.08(c)  shall  have  the  right  to  withdraw  such  Designated  Event
Repurchase  Notice at any time prior to the close of business on the  Designated
Event  Repurchase  Date by delivery  of a written  notice of  withdrawal  to the
Paying Agent in accordance with Section 3.09.

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

         Section 3.09 EFFECT OF REPURCHASE NOTICE OR DESIGNATED EVENT REPURCHASE
NOTICE.

         (a) Upon  receipt  by the  Paying  Agent of the  Repurchase  Notice  or
Designated Event Repurchase Notice specified in Section 3.07 or Section 3.08, as
applicable,  the Holder of the  Security  in  respect  of which such  Repurchase
Notice or  Designated  Event  Repurchase  Notice,  as the case may be, was given
shall (unless such Repurchase  Notice or Designated Event Repurchase  Notice, as
the  case may be,  is  withdrawn  as  specified  in  Sections  3.09(b)  and (c))
thereafter  be entitled  solely to receive the  Repurchase  Price or  Designated
Event  Repurchase  Price,  as the case may be, with respect to such  Security or
portion  thereof.  Such Repurchase  Price or Designated  Event  Repurchase Price
shall be paid to such Holder,  promptly  following the later of (x) the Business
Day immediately following the Repurchase Date or the Designated Event Repurchase
Date, as the case may be, with respect to such Security (provided the conditions
in Section 3.07 or Section 3.08, as applicable, have been satisfied) and (y) the
time of delivery of such  Security to the Paying Agent by the Holder  thereof in
the manner  required by Section 3.07 or Section 3.08, as applicable.  Securities
in respect of which a Repurchase  Notice or Designated Event  Repurchase  Notice
has been given by the Holder thereof may not be converted pursuant to Article 10
hereof  on or after  the  date of the  delivery  of such  Repurchase  Notice  or
Designated Event Repurchase  Notice unless such Repurchase  Notice or Designated

                                       28
<PAGE>

Event  Repurchase  Notice has first  been  validly  withdrawn  as  specified  in
Sections 3.09(b) and (c).

         (b) A Repurchase  Notice or Designated Event  Repurchase  Notice may be
withdrawn by means of a written notice of withdrawal  delivered to the office of
the Paying Agent in accordance  with the Repurchase  Notice or Designated  Event
Repurchase  Notice,  as the case  may be,  at any  time  prior  to the  close of
business on the Repurchase Date or Designated Event Repurchase Date, as the case
may be, specifying:

                  (1) the  certificate  numbers,  if any, of the  Securities  in
         respect of which such notice of  withdrawal  is being  submitted or the
         Applicable  Procedures if Certificated  Securities have not been issued
         for such Securities;

                  (2) the principal  amount of those  Securities with respect to
         which such notice of withdrawal is being submitted; and

                  (3) the principal  amount,  if any, of such  Securities  which
         remains subject to the original  Repurchase  Notice or Designated Event
         Repurchase  Notice,  as the case may be,  and which has been or will be
         delivered for repurchase by the Company.

         (c) There shall be no repurchase of any Securities  pursuant to Section
3.07 or 3.08 if there has occurred  (prior to, on or after,  as the case may be,
the giving, by the Holders of such Securities, of the required Repurchase Notice
or Designated Event Repurchase  Notice, as the case may be) and is continuing an
Event of Default (other than a default in the payment of the Repurchase Price or
Designated  Event  Repurchase  Price,  as the case may be, with  respect to such
Securities).  The Paying Agent will promptly  return to the  respective  Holders
thereof  any  Securities  (1) with  respect  to  which a  Repurchase  Notice  or
Designated  Event Repurchase  Notice,  as the case may be, has been withdrawn in
compliance with this  Indenture,  or (2) held by it during the continuance of an
Event of Default (other than a default in the payment of the Repurchase Price or
Designated  Event  Repurchase  Price,  as the case may be, with  respect to such
Securities) in which case, upon such return, the Repurchase Notice or Designated
Event  Repurchase  Notice  with  respect  thereto  shall be  deemed to have been
withdrawn.

         Section 3.10 DEPOSIT OF REPURCHASE PRICE OR DESIGNATED EVENT REPURCHASE
PRICE.  Prior to 10:00 a.m.,  New York City time,  on the Business Day following
the Repurchase Date or the Designated Event Repurchase Date, as the case may be,
the Company  shall deposit with the Trustee or with the Paying Agent (or, if the
Company  or a  Subsidiary  or an  Affiliate  of  either of them is acting as the
Paying  Agent,  shall  segregate  and  hold  in  trust)  an  amount  of  cash in
immediately available funds sufficient to pay the Repurchase Price or Designated
Event  Repurchase  Price,  as the case may be, of all the Securities or portions
thereof  which are to be  repurchased  as of the  Repurchase  Date or Designated
Event Repurchase Date, as the case may be.

         Section 3.11 SECURITIES  REPURCHASED IN PART. Any Certificated Security
which is to be  repurchased  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

                                       29
<PAGE>

satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or such  Holder's  attorney  duly  authorized  in writing) and the Company shall
execute and the  Trustee  shall  authenticate  and deliver to the Holder of such
Security,  without  service  charge,  a  new  Security  or  Securities,  of  any
authorized  denomination  as  requested  by such Holder in  aggregate  principal
amount equal to, and in exchange for, the portion of the principal amount of the
Security so surrendered which is not repurchased.

         Section 3.12 COVENANT TO COMPLY WITH SECURITIES LAWS UPON REPURCHASE OF
SECURITIES.  When  complying with the provisions of Section 3.07 or 3.08 hereof,
and subject to any exemptions  available under applicable law, the Company shall
(i) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the
Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form
or report) under the Exchange Act, and (iii)  otherwise  comply with all federal
and state  securities  laws so as to permit  the rights  and  obligations  under
Sections  3.07 and 3.08 to be exercised in the time and in the manner  specified
in Sections 3.07 and 3.08.

                                    ARTICLE 4
                                    COVENANTS

         Section 4.01 PAYMENT OF SECURITIES. The Company shall promptly make all
payments in respect of the Securities on the dates and in the manner provided in
the Securities or pursuant to this Indenture. Any amounts of cash in immediately
available  funds or shares of Common  Stock to be given to the Trustee or Paying
Agent,  shall be deposited  with the Trustee or Paying Agent by 10:00 a.m.,  New
York City time,  by the  Company.  The  principal  amount of, and  Interest  and
Liquidated  Damages,  if  any,  on the  Securities,  and the  Redemption  Price,
Repurchase  Price and the Designated  Event Repurchase Price shall be considered
paid on the applicable date due if on such date (or, in the case of a Repurchase
Price or a Designated  Event  Repurchase  Price, on the Business Day immediately
following the applicable Repurchase Date or Designated Event Repurchase Date, as
the case may be) the Trustee or the Paying Agent holds,  in accordance with this
Indenture,  cash or securities,  if permitted  hereunder,  sufficient to pay all
such amounts then due.

         Section  4.02 SEC AND OTHER  REPORTS.  The Company  shall file with the
Trustee,  within 15 days  after it files  such  annual  and  quarterly  reports,
information,  documents  and other  reports  with the SEC,  copies of its annual
report and of the  information,  documents  and other reports (or copies of such
portions  of any of the  foregoing  as the  SEC  may by  rules  and  regulations
prescribe)  which the  Company  is  required  to file with the SEC  pursuant  to
Section 13 or 15(d) of the Exchange Act. The Company 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 Officer's Certificates).

         Section 4.03 COMPLIANCE  CERTIFICATE.  The Company shall deliver to the
Trustee  within  120  days  after  the end of each  fiscal  year of the  Company
(beginning  with the fiscal  year  ending in  December  31,  2004) an  Officer's
Certificate, stating whether or not to the knowledge of the

                                       30
<PAGE>

signers thereof,  the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or  requirement  of notice  provided  hereunder)  and if the
Company  shall be in default,  specifying  all such  defaults and the nature and
status thereof of which such Officer may have knowledge.

         Section 4.04 FURTHER INSTRUMENTS AND ACTS. The Company will execute and
deliver such further  instruments  and do such further acts as may be reasonably
necessary  or  proper  to  carry  out  more  effectively  the  purposes  of this
Indenture.

         Section 4.05 MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain
in the Borough of  Manhattan,  The City of New York,  an office or agency of the
Trustee,  Registrar,  Paying Agent and Conversion  Agent where Securities may be
presented or surrendered  for payment,  where  Securities may be surrendered for
registration of transfer, exchange, purchase, redemption or conversion and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served.  The office of the agent of the Trustee  located at 452
Fifth Avenue, New York, New York 10018, 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 11.02.

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

         Section  4.06  DELIVERY  OF CERTAIN  INFORMATION.  At any time when the
Company is not  subject to Section  13 or 15(d) of the  Exchange  Act,  upon the
request  of a  Holder  or any  beneficial  owner  of  Securities  or  holder  or
beneficial owner of shares of Common Stock issued upon conversion thereof, or in
accordance with Section  3.08(c),  the Company will promptly furnish or cause to
be  furnished  Rule 144A  Information  (as defined  below) to such Holder or any
beneficial owner of Securities or holder or beneficial owner of shares 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.  "RULE 144A INFORMATION"  shall be such information
as is specified  pursuant to Rule 144A(d)(4) under the Securities Act. Whether a
person is a beneficial owner shall be determined by the Company to the Company's
reasonable satisfaction.

         Section 4.07 LIQUIDATED  DAMAGES NOTICE.  In the event that the Company
is required to pay Liquidated  Damages to holders of Securities  pursuant to the
Registration   Rights  Agreement,   the  Company  will  provide  written  notice
("LIQUIDATED DAMAGES NOTICE") to the Trustee of its obligation to pay Liquidated
Damages prior to the Interest Record Date for the payment of Liquidated Damages,
and the  Liquidated  Damages  Notice  shall set forth the  amount of

                                       31
<PAGE>

Liquidated  Damages to be paid by the Company on such payment date.  The Trustee
shall not at any time be under any duty to any Holder of Securities to determine
the Liquidated Damages, or with respect to the nature,  extent or calculation of
the  amount of  Liquidated  Damages  when  made,  or with  respect to the method
employed in such calculation of the Liquidated Damages.

                                   ARTICLE 5
                                SUCCESSOR PERSON

         Section  5.01 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 (1) the Company shall be the  continuing  corporation or (2)
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
or lease all or  substantially  all of the  properties and assets of the Company
shall  expressly  assume,  by an  indenture  supplemental  hereto,  executed and
delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of
the obligations of the Company under the Securities and this Indenture;

         (b) immediately  after giving effect to such  transaction,  no Event of
Default,  and no event that, after notice or lapse of time or both, would become
an Event of Default, shall have occurred and be continuing; and

         (c) the  Company  shall have  delivered  to the  Trustee  an  Officer's
Certificate  and an Opinion of Counsel,  each stating  that such  consolidation,
merger,  conveyance,  transfer  or lease and,  if a  supplemental  indenture  is
required in  connection  with such  transaction,  such  supplemental  indenture,
comply with this Article 5 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   Designated
Subsidiaries (other than to the Company or another  Subsidiary),  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;  PROVIDED
that, with respect to the foregoing, any securitization transaction or series of
securitization  transactions  entered into by any  Subsidiary  pursuant to which
such Subsidiary sells, transfers,  conveys or grants a security interest in, any
assets  (including any documentation of such  securitization  and rights arising
therefrom) that are the subject of such securitization  transaction or series of
securitization  transactions  shall not be deemed to be the  transfer  of all or
substantially all the assets of the Company.

         The  successor  Person formed by such  consolidation  or into which the
Company is merged or the successor Person to which such conveyance,  transfer or
lease is made shall succeed to, and be  substituted  for, and may exercise every
right and power of, the Company under this  Indenture with the same effect as if
such successor had been named as the Company herein;  and thereafter,  except in
the case of a lease and  obligations  the Company may have under a  supplemental
indenture,  the Company shall be discharged  from all  obligations and covenants

                                       32
<PAGE>

under this Indenture and the  Securities.  Subject to Section 9.06, 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 6
                              DEFAULTS AND REMEDIES

         Section  6.01  EVENTS  OF  DEFAULT.  So  long  as  any  Securities  are
outstanding, each of the following shall be an "Event of Default":

                  (1)  the  Company   defaults  in  its  obligation  to  convert
         Securities  into  cash and  shares of Common  Stock,  if any,  upon the
         exercise of a Holder's  right  pursuant to Article 10 on the applicable
         Conversion Settlement Date;

                  (2) the Company  defaults in its  obligation to repurchase any
         Security,  or any portion  thereof,  upon the exercise by the Holder of
         such  Holder's  right  to  require  the  Company  to  repurchase   such
         Securities  pursuant to and in  accordance  with  Section  3.07 or 3.08
         hereof;

                  (3) the  Company  defaults  in its  obligation  to redeem  any
         Security, or any portion thereof,  called for redemption by the Company
         pursuant to and in accordance with Section 3.01 hereof;

                  (4) the  Company  fails to  provide  a  Company  Notice of the
         Designated Event when due in accordance with Section 3.08 hereof;

                  (5) the Company  defaults in the payment of the  principal  of
         any Security when the same becomes due and payable;

                  (6) the Company  defaults  in the  payment of any  Interest or
         Liquidated  Damages  when  due and  payable,  and  continuance  of such
         default for a period of 30 days thereafter;

                  (7) the  Company  fails to perform or observe  any other term,
         covenant or agreement contained in the Securities or this Indenture for
         60 days after receipt by the Company of a Notice of Default;

                  (8) a failure to pay when due at  maturity  or a default  that
         results  in  the  acceleration  of  maturity  of any  indebtedness  for
         borrowed  money  of the  Company  or any  Designated  Subsidiary  in an
         aggregate  amount of $10,000,000 or more,  unless the  acceleration  is
         rescinded, stayed or annulled within 30 days after a Notice of Default;

                  (9) the entry by a court having jurisdiction in the premise of
         (i) a decree or order for relief in  respect  of the  Company or any of
         Designated  Subsidiary (or any group of two or more Subsidiaries  that,
         taken as a whole,  would  constitute  a  Designated  Subsidiary)  in an
         involuntary  case  or  proceeding  under  any  applicable   bankruptcy,
         insolvency,  reorganization  or other  similar  law or (ii) a decree or

                                       33
<PAGE>

         order adjudging the Company or any Designated  Subsidiary (or any group
         of two or more Subsidiaries  that, taken as a whole, would constitute a
         Designated  Subsidiary),  a bankrupt  or  insolvent,  or  approving  as
         properly  filed  a  petition   seeking   reorganization,   arrangement,
         adjustment  or  composition  of or in  respect  of the  Company  or any
         Designated  Subsidiary (or any group of two or more Subsidiaries  that,
         taken as a whole,  would constitute a Designated  Subsidiary) under any
         applicable  law,  or  appointing  a  custodian,  receiver,  liquidator,
         assignee,  trustee,  sequestrator  or  other  similar  official  of the
         Company or of any  substantial  part of its  property,  or ordering the
         winding up or  liquidation of its affairs,  and the  continuance of any
         such  decree or order  for  relief  or any such  other  decree or order
         unstayed and in effect for a period of 90 consecutive days; and

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

For the  avoidance of doubt,  clauses (7) and (8) above shall not  constitute an
Event of Default  until the Trustee  notifies the Company,  or the Holders of at
least  25%  in  aggregate  principal  amount  of  the  Securities  at  the  time
outstanding notify the Company and the Trustee,  of such default and the Company
does not cure such  default  (and such  default is not  waived)  within the time
specified in clause (7) or (8) above,  as  applicable,  after actual  receipt of
such  notice.  Any

                                       34
<PAGE>

such notice must specify the default,  demand that it be remedied and state that
such notice is a "NOTICE OF DEFAULT."

         If a  default  or Event  of  Default  occurs  and if it is known to the
Trustee, the Trustee shall give to each Securityholder  notice of the default or
Event of Default  within 90 days  after it occurs  or, if later,  within 15 days
after it is known to the Trustee,  unless such default or Event of Default shall
have been cured or waived before the giving of such notice.  Notwithstanding the
preceding  sentence,  except  in the  case of a  default  or  Event  of  Default
described  in Section 6.01 clauses (1) through (6), the Trustee may withhold the
notice if, and so long as in good faith,  it  determines  that  withholding  the
notice is in the best interest of the  Securityholders.  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. The
Trustee  shall not be deemed to have  knowledge of a default or Event of Default
unless a Responsible  Officer of the Trustee has received written notice of such
default or Event of Default, which notice specifically references this Indenture
and the Securities.

         Section 6.02 ACCELERATION.  If an Event of Default (other than an Event
of Default specified in Section 6.01(9) and Section 6.01(10) with respect to the
Company) occurs and is continuing (the default not having been cured or waived),
the  Trustee  by  notice  to the  Company,  or the  Holders  of at least  25% in
aggregate  principal  amount of the Securities at the time outstanding by notice
to the  Company  and the  Trustee,  may  declare  the  principal  amount  of the
Securities  and  any  accrued  and  unpaid  Interest,  and  accrued  and  unpaid
Liquidated  Damages,  if any, on all the  Securities 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  6.01(9) and
Section  6.01(10)  with  respect to the Company  occurs and is  continuing,  the
principal  amount of the  Securities  and any accrued and unpaid  Interest,  and
accrued  and unpaid  Liquidated  Damages,  if any, on all the  Securities  shall
become and be immediately  due and payable  without any declaration or other act
on the part of the Trustee or any Securityholders.  The Holders of a majority in
aggregate principal amount of the Securities at the time outstanding,  by notice
to the Trustee (and without notice to any other  Securityholder)  may rescind an
acceleration  and its consequences if the rescission (i) would not conflict with
any judgment or decree,  (ii) if all existing  Events of Default have been cured
or waived except  nonpayment of the principal  amount of the  Securities and any
accrued and unpaid Interest,  and accrued and unpaid Liquidated Damages, if any,
that have become due solely as a result of acceleration  and (iii) all sums paid
or advanced by the Trustee hereunder and the reasonable compensation,  expenses,
disbursements  and  advances of the  Trustee,  its agents and counsel  have been
paid. No such rescission  shall affect any subsequent Event of Default or impair
any right consequent thereto.

         Section  6.03  OTHER  REMEDIES.  If an Event of  Default  occurs and is
continuing,  the Trustee may pursue any available  remedy to collect the payment
of the principal  amount of the Securities and any accrued and unpaid  Interest,
and accrued and unpaid  Liquidated  Damages,  if any,  on the  Securities  or to
enforce the performance of any provision of the Securities or this Indenture.

         The  Trustee may  maintain a  proceeding  even if the Trustee  does not
possess any of the  Securities or does not produce any of the  Securities in the
proceeding.  A  delay  or  omission  by the  Trustee  or any  Securityholder  in
exercising  any  right or remedy  accruing  upon an Event of

                                       35
<PAGE>

Default  shall not  impair  the right or remedy or  constitute  a waiver  of, or
acquiescence  in,  the Event of  Default.  No remedy is  exclusive  of any other
remedy. All available remedies are cumulative.

         Section  6.04 WAIVER OF PAST  DEFAULTS.  Subject to Section  6.02,  the
Holders of a majority in aggregate  principal  amount of the  Securities  at the
time  outstanding,  by notice to the Trustee  (and  without  notice to any other
Securityholder),  may  waive  an  existing  or past  Event  of  Default  and its
consequences  except an Event of Default in  respect of a  provision  that under
Section  9.02  cannot be amended  without  the  consent  of each  Securityholder
affected.  When an Event of Default is waived,  it is deemed cured,  but no such
waiver  shall extend to any  subsequent  or other Event of Default or impair any
consequent  right.  This Section 6.04 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  6.05  CONTROL  BY  MAJORITY.  The  Holders  of a  majority  in
aggregate  principal amount of the Securities at the time outstanding may direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or of  exercising  any trust or power  conferred  on the Trustee.
However,  the Trustee may refuse to follow any direction that conflicts with law
or this  Indenture  or that the  Trustee  determines  in good  faith  is  unduly
prejudicial to the rights of other  Securityholders or would involve the Trustee
in personal  liability unless the Trustee is offered  indemnity  satisfactory to
it. This Section 6.05 shall be in lieu of Section 316(a)1(A) of the TIA and such
Section  316(a)1(A)  is  hereby  expressly  excluded  from  this  Indenture,  as
permitted by the TIA.

         Section 6.06 LIMITATION ON SUITS. A  Securityholder  may not pursue any
remedy with respect to this Indenture or the Securities unless:

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

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

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

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

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

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

                                       36
<PAGE>

         Section 6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.  Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
the principal amount of the Securities and any accrued and unpaid Interest,  and
accrued and unpaid Liquidated Damages, if any, in respect of the Securities held
by such Holder, on or after the respective due dates expressed in the Securities
or any Redemption Date, Repurchase Date or Designated Event Repurchase Date, and
to convert the  Securities in  accordance  with Article 10, or to bring suit for
the  enforcement  of any such payment on or after such  respective  dates or the
right to  convert,  shall not be  impaired  or  affected  adversely  without the
consent of such Holder.

         Section  6.08  COLLECTION  SUIT BY  TRUSTEE.  If an  Event  of  Default
described in Section 6.01 clauses (1) through (6) occurs and is continuing,  the
Trustee may recover  judgment in its own name and as trustee of an express trust
against the Company for the whole amount  owing with  respect to the  Securities
and all other amounts due to the Trustee as provided for in Section 7.06.

         Section 6.09 TRUSTEE MAY FILE PROOFS OF CLAIM.  In case of the pendency
of  any  receivership,   insolvency,  liquidation,  bankruptcy,  reorganization,
arrangement,  adjustment,  composition or other judicial  proceeding relative to
the Company or any other  obligor  upon the  Securities  or the  property of the
Company or of such other obligor or their creditors,  the Trustee  (irrespective
of whether the  principal  amount of the  Securities  and any accrued and unpaid
Interest,  and accrued and unpaid Liquidated  Damages, if any, in respect of the
Securities shall then be due and payable as therein  expressed or by declaration
or otherwise and  irrespective of whether the Trustee shall have made any demand
on the  Company  for the  payment  of any such  amount)  shall be  entitled  and
empowered, by intervention in such proceeding or otherwise:

         (a) to file and  prove a claim for the  whole  principal  amount of the
Securities  and  any  accrued  and  unpaid  Interest,  and  accrued  and  unpaid
Liquidated Damages, 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 7.06) and of the Holders allowed in such judicial proceeding, and

         (b) to collect  and  receive  any moneys or other  property  payable or
deliverable  on any such claims and to distribute  the same;  and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or similar official in any
such  judicial  proceeding  is  hereby  authorized  by each  Holder to make such
payments to the Trustee and, in the event that the Trustee  shall consent to the
making of such payments  directly to the Holders,  to pay the Trustee any amount
due it for the reasonable compensation,  expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.06.

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

         Section 6.10 PRIORITIES.  If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order:

                                       37
<PAGE>

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

         SECOND: to Securityholders for amounts due and unpaid on the Securities
for the principal  amount of the Securities and any accrued and unpaid Interest,
and accrued and unpaid Liquidated  Damages, if any, as the case may be, ratably,
without  preference  or priority of any kind,  according to such amounts due and
payable on the Securities; and

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

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

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

         Section  6.12  WAIVER OF STAY,  EXTENSION  OR USURY  LAWS.  The Company
covenants  (to the extent  that it may  lawfully  do so) that it will not at any
time  insist  upon,  or plead,  or in any  manner  whatsoever  claim or take the
benefit or  advantage  of, any stay or  extension  law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company  from paying all or any portion of the  principal  amount of
the  Securities  and any  accrued  and unpaid  Interest,  and accrued and unpaid
Liquidated Damages, if any, on Securities,  as contemplated herein, or which may
affect the covenants or the performance of this  Indenture;  and the Company (to
the extent that it may  lawfully do so) hereby  expressly  waives all benefit or
advantage  of any such law,  and  covenants  that it will not  hinder,  delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and  permit  the  execution  of every  such power as though no such law had been
enacted.

                                   ARTICLE 7
                                     TRUSTEE

         Section 7.01 DUTIES OF TRUSTEE.  The duties and responsibilities of the
Trustee shall be as provided by the TIA and as set forth herein.

         (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 as a prudent person would exercise
or use under the circumstances in the conduct of such person's own affairs.

                                       38
<PAGE>

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

                           (1) the Trustee  need  perform only those duties that
                  are  specifically  set forth in this  Indenture and no others,
                  and no  implied  duties  shall  be read  into  this  Indenture
                  against the Trustee; and

                           (2) in the  absence  of bad  faith on its  part,  the
                  Trustee  may  conclusively  rely,  as  to  the  truth  of  the
                  statements  and  the  correctness  of the  opinions  expressed
                  therein,  upon  certificates  or  opinions  furnished  to  the
                  Trustee and conforming to the  requirements of this Indenture,
                  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 7.01(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:

                           (1) this  Section  (c) does not limit  the  effect of
                  Section 7.01(b);

                           (2) 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

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

Subparagraphs  (c)(1),  (2) and (3)  shall  be in  lieu of  Sections  315(d)(1),
315(d)(2) and 315(d)(3) of the TIA and such  Sections  315(d)(1),  315(d)(2) and
315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the
TIA.

         (d) Every  provision of this  Indenture  that in any way relates to the
Trustee is subject to this Section 7.01.

         (e) Subject to Section  7.01(a),  the Trustee may refuse to perform any
duty or exercise any right or power unless it receives indemnity satisfactory to
it against any loss, liability or expense.

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

                                       39
<PAGE>

         (g) 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.

         Section   7.02   RIGHTS  OF   TRUSTEE.   Subject   to  its  duties  and
responsibilities under the TIA:

         (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 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 Officer's 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 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 action taken or suffered or omitted by it hereunder in good faith
and in accordance with 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  liability  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

                                       40
<PAGE>

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 Securities 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  Officer's
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 Officer's  Certificate  may be signed by any person  authorized to sign an
Officer's  Certificate,  including any person  specified as so authorized in any
such certificate previously delivered and not superseded; and

         (l) the permissive rights of the Trustee enumerated herein shall not be
construed as duties.

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

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

         Section 7.05  REPORTS BY TRUSTEE TO HOLDERS.  Within 60 days after each
May 15  beginning  with the May 15  following  the date of this  Indenture,  the
Trustee  shall  mail to each  Securityholder  a brief  report  dated  as of such
December 31 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  Securityholders
shall be filed with the SEC and each securities  exchange,  if any, on which the
Securities  are  listed.  The Company  agrees to notify the Trustee  promptly in
writing whenever the Securities become listed on any securities  exchange and of
any delisting thereof.

                                       41
<PAGE>

         Section 7.06 COMPENSATION AND INDEMNITY. The Company agrees:

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

         (c) to  indemnify  the  Trustee or any  predecessor  Trustee  and their
agents  for,  and to hold  them  harmless  against,  any  loss,  damage,  claim,
liability,  cost or expense (including  reasonable attorney's fees and expenses,
and taxes (other than taxes based upon,  measured by or determined by the income
of the Trustee))  incurred without negligence or willful misconduct on its part,
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.

         To secure the Company's  payment  obligations in this Section 7.06, the
Trustee shall have a lien prior to the  Securities on all money or property held
or  collected  by the  Trustee,  except that held in trust to pay the  principal
amount  of,  or  the  Redemption  Price,   Repurchase  Price,  Designated  Event
Repurchase Price,  Interest,  or Liquidated Damages, if any, as the case may be,
on particular Securities.

         The Company's payment  obligations  pursuant to this Section 7.06 shall
survive the discharge of this  Indenture and the  resignation  or removal of the
Trustee.  When the Trustee  incurs  expenses after the occurrence of an Event of
Default  specified in Section  6.01(9),  the expenses,  including the reasonable
charges and expenses of its  counsel,  are  intended to  constitute  expenses of
administration under any bankruptcy law.

         Section  7.07  REPLACEMENT  OF  TRUSTEE.  The  Trustee may resign by so
notifying the Company; provided, however, no such resignation shall be effective
until a successor Trustee has accepted its appointment  pursuant to this Section
7.07. The Holders of a majority in aggregate  principal amount of the Securities
at the time  outstanding  may remove the Trustee by so notifying the Trustee and
the Company. The Company shall remove the Trustee if:

         (a) the Trustee fails to comply with Section 7.09;

         (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.

                                       42
<PAGE>

If the  Trustee  resigns or is  removed or if a vacancy  exists in the office of
Trustee for any reason, the Company shall promptly appoint, 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
Securityholders.  The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor  Trustee,  subject to the lien provided for in
Section 7.06.

         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  Securities  at the
time outstanding may petition any court of competent jurisdiction at the expense
of the Company for the appointment of a successor Trustee.

         If the Trustee  fails to comply with Section 7.09,  any  Securityholder
may petition any court of competent  jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         So long as no event  which  is, or after  notice  or lapse of time,  or
both,  would become,  an Event of Default shall have occurred and be continuing,
if the  Company  shall have  delivered  to the  Trustee  (i) a Board  Resolution
appointing a successor Trustee,  effective as of a date specified  therein,  and
(ii) an instrument of acceptance of such appointment, effective as of such date,
by such successor  Trustee in accordance with this Indenture,  the Trustee shall
be deemed to have resigned as  contemplated  in this Section 7.07, the successor
Trustee shall be deemed to have been accepted as contemplated in this Indenture,
all of such date, and all other provisions of this Indenture shall be applicable
to such resignation, appointment and acceptance.

         Section 7.08 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 7.09  ELIGIBILITY;  DISQUALIFICATION.  The 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  $50,000,000  as set forth in its most recent  published  annual report of
condition.  Nothing herein  contained shall prevent the Trustee from filing with
the Commission the application  referred to in the penultimate  paragraph of TIA
Section 310(b).

         Section 7.10  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.

                                       43
<PAGE>

                                   ARTICLE 8
                             DISCHARGE OF INDENTURE

         Section 8.01 DISCHARGE OF LIABILITY ON SECURITIES. When (i) the Company
delivers to the  Trustee  all  outstanding  Securities  (other  than  Securities
replaced  or repaid  pursuant  to  Section  2.07) for  cancellation  or (ii) all
outstanding Securities have become due and payable and the Company deposits with
the Trustee cash  sufficient to pay all amounts due and owing on all outstanding
Securities (other than Securities  replaced pursuant to Section 2.07), and if in
either case the Company  pays all other sums  payable  hereunder by the Company,
then this  Indenture  shall,  subject  to Section  7.06,  cease to be of further
effect.  The Trustee shall join in the  execution of a document  prepared by the
Company acknowledging  satisfaction and discharge of this Indenture on demand of
the Company  accompanied by an Officer's  Certificate and Opinion of Counsel and
at the cost and expense of the Company.

         Section 8.02 REPAYMENT TO THE COMPANY. The Trustee and the Paying Agent
shall return to the Company upon written request any money or securities held by
them for the payment of any amount with respect to the  Securities  that remains
unclaimed  for two years,  together  with  interest if any,  thereon  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
and the Trustee  and the Paying  Agent  shall have no further  liability  to the
Securityholders  with  respect  to such  money or  securities  for  that  period
commencing after the return thereof.

                                   ARTICLE 9
                                   AMENDMENTS

         Section  9.01 WITHOUT  CONSENT OF HOLDERS.  The Company and the Trustee
may  amend  this  Indenture  or  the  Securities  without  the  consent  of  any
Securityholder to:

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

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

         (c)  provide  for  conversion  rights of Holders of  Securities  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  Securities  in the  case of a  merger,  consolidation,  conveyance,
transfer or lease pursuant to Article 5 hereof;

         (e) increase the Conversion Rate; PROVIDED, HOWEVER, that such increase
in the Conversion  Rate shall not adversely  affect the interests of the Holders
of  Securities,   PROVIDED,  FURTHER,  HOWEVER,  that  any  adjustments  to  the
Conversion  Rate  pursuant to Section  10.04 shall not be deemed an amendment to
this Indenture;

         (f)  comply  with the  requirements  of the SEC in order to  effect  or
maintain the qualification of this Indenture under the TIA or in connection with
the  registration of the Securities as contemplated by the  Registration  Rights
Agreement;  PROVIDED,  that such

                                       44
<PAGE>

modification  or amendment  does not, in the good faith  opinion of the Board of
Directors,  adversely  affect the interests of the Holders of the  Securities in
any material respect;

         (g) cure any  ambiguity or correct or supplement  any provision  herein
which may be inconsistent  with any other provision herein or which is otherwise
defective;  PROVIDED,  that such modification or amendment does not, in the good
faith opinion of the Board of Directors,  adversely  affect the interests of the
Holders of the Securities in any material respect; or

         (h) 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,  will not adversely affect the interests of the Holders of Securities
in any material respect;  PROVIDED that any addition or modification made solely
to conform the provisions of this Indenture to the "Description of Notes" in the
Offering  Memorandum  relating to the Securities will not be deemed to adversely
affect the interests of the Holders of the Securities.

         Section 9.02 WITH CONSENT OF HOLDERS.  Except as provided below in this
Section  9.02,  this  Indenture or the  Securities  may be amended,  modified or
supplemented, and noncompliance in any particular instance with any provision of
this Indenture or the  Securities  may be waived,  in each case with the written
consent of the Holders of at least a majority of the aggregate  principal amount
of the Securities at the time outstanding.

         Without the written consent or the  affirmative  vote of each Holder of
Securities  affected  thereby,  an  amendment,  supplement  or waiver under this
Section 9.02 may not:

         (a) change the  maturity of any  Security,  or the payment  date of any
installment of Interest, or Liquidated Damages payable on any Security;

         (b)  reduce the  principal  amount of, or the  Interest  or  Liquidated
Damages,  payable on, or the Redemption  Price,  Repurchase  Price or Designated
Event Repurchase Price of, any Security;

         (c) impair or adversely  affect the conversion  rights of any Holder of
Securities;

         (d) change the  currency  of payment of such  Securities,  Interest  or
Liquidated Damages thereon;

         (e) alter the manner of  calculation  or rate of Interest or Liquidated
Damages on any  Security,  or extend  time for  payment of any  amounts  due and
payable to the Holders of the Securities;

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

         (g)  adversely  affect  the  repurchase  right  of the  Holders  of the
Securities as provided in Article 3, except as otherwise  permitted  pursuant to
Article 5 hereof;

         (h)  modify  the  provisions  of  Article 3 in a manner  adverse to the
Holders of the Securities;

                                       45
<PAGE>

         (i)  modify  any of the  provisions  of this  Section,  or  reduce  the
percentage of the aggregate principal amount of outstanding  Securities required
to amend,  modify or supplement  the Indenture or the Security or waive an Event
of Default,  except to provide that certain other  provisions of this  Indenture
cannot  be  modified  or  waived  without  the  consent  of the  Holder  of each
outstanding Security affected thereby; or

         (j) reduce the  percentage  of the  aggregate  principal  amount of the
outstanding  Securities  the consent of whose  Holders is required  for any such
supplemental  indenture entered into in accordance with this Section 9.02 or the
consent  of whose  Holders  is  required  for any  waiver  provided  for in this
Indenture.

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

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

         Nothing in this  Section  9.02 shall  impair the ability of the Company
and the Trustee to amend this Indenture or the Securities without the consent of
any Securityholder to provide for the assumption of the Company's obligations to
the Holders of  Securities in the case of a merger,  consolidation,  conveyance,
transfer or lease pursuant to Article 5 hereof.

         Section 9.03 COMPLIANCE  WITH TRUST  INDENTURE ACT. Every  supplemental
indenture executed pursuant to this Article shall comply with the TIA.

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

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

         Section 9.06 TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES. The Trustee shall
sign any  supplemental  indenture  authorized  pursuant to this Article 9 if the
amendment contained therein does not 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 such supplemental indenture the

                                       46
<PAGE>

Trustee shall  receive,  in addition to the documents  required by Section 11.04
and  (subject to the  provisions  of Section  7.01) shall be fully  protected in
relying upon, an Officer's  Certificate  and an Opinion of Counsel  stating that
such amendment is authorized or permitted by this Indenture.

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

                                   ARTICLE 10
                                   CONVERSIONS

         Section 10.01 CONVERSION PRIVILEGE.

         (a)  Subject  to and  upon  compliance  with  the  provisions  of  this
Indenture,  prior to the Stated Maturity,  the Holder of any Security shall have
the right,  at such  Holder's  option,  to convert the  principal  amount of the
Security,  or any portion of such principal amount which is an integral multiple
of $1,000,  into some  combination of cash and, at the Company's  option,  fully
paid and  non-assessable  shares of Common  Stock (as such shares  shall then be
constituted)  at the Conversion Rate in effect at such time, by surrender of the
Security so to be  converted  in whole or in part,  together  with any  required
funds, under the circumstances described in this Section 10.01 and in the manner
provided in Section  10.02.  Upon  conversion  of a Security,  the Company shall
deliver the  Settlement  Amount as set forth in Section  10.02.  The  Securities
shall be  convertible  only during the following  periods upon the occurrence of
one of the following events:

                           (1)  during  any  fiscal  quarter  of the  Company (a
                  "FISCAL  QUARTER")  (and  only  during  such  Fiscal  Quarter)
                  commencing  after December 31, 2004, if the Closing Sale Price
                  of the  Common  Stock  for at least 20 of the last 30  Trading
                  Days of the immediately preceding Fiscal Quarter was more than
                  130% of the Conversion Price in effect on the 30th Trading Day
                  of such Fiscal Quarter;

                           (2) during the five (5) Business Day period after any
                  five (5)  consecutive  Trading  Day period  (the  "MEASUREMENT
                  PERIOD")  in  which  the  Trading  Price  per   Security,   as
                  determined  following a request by a holder in accordance with
                  the  procedures   described   below,  for  each  day  of  that
                  Measurement  Period  is less  than 98% of the  product  of the
                  Conversion Rate and the Closing Sale Price of the Common Stock
                  for each day during such Measurement Period;  PROVIDED, that a
                  Holder  may  not  convert   Securities  in  reliance  on  this
                  provision  after December 1, 2019 if on any Trading Day during
                  the  Measurement  Period the Closing  Sale Price of the Common
                  Stock is  greater  than or equal to the  Conversion  Price but
                  less than or equal to 130% of the Conversion Price;

                           (3) at any time prior to the close of business on the
                  Business Day  immediately  preceding the  Redemption  Date, if
                  such  Security  has been  called for  redemption  pursuant  to
                  Article 3 hereof; and

                                       47
<PAGE>

                           (4) as  provided in clause (b) and clause (c) of this
                  Section 10.01.

         On the  last  Trading  Day of each  Fiscal  Quarter,  commencing  after
December 31, 2004 the Trustee or a designated agent shall determine  whether the
Closing  Sale Price of the  Common  Stock for at least 20 of the last 30 Trading
Days of such Fiscal Quarter was more than 130% of the Conversion Price in effect
on such 30th Trading Day, and if so, shall  promptly  deliver to the Company and
Conversion Agent written notice thereof.

         In connection with any conversion pursuant to Section 10.01(a)(2),  the
Trustee shall have no obligation to obtain the bids and perform the calculations
necessary  for the  Company to  determine  the Trading  Price of the  Securities
unless the Company has  requested it to do so in writing,  and the Company shall
have no  obligation  to make such request  unless a Holder  provides the Company
with reasonable evidence that the Trading Price per Security is less than 98% of
the product of the  Closing  Sale Price of the Common  Stock and the  Conversion
Rate. At such time, the Company will instruct the Trustee to obtain the bids (in
the manner  described in the definition of Trading Price)  beginning on the next
Trading  Day and on each  successive  Trading  Day until the  Trading  Price per
Security  is greater  than or equal to 98% of the  product of the  Closing  Sale
Price of the Common Stock and the Conversion Rate.

         Whenever the Securities  shall become  convertible  pursuant to Section
10.01, the Company or, at the Company's written request, the Trustee in the name
and at the  expense of the  Company,  shall  promptly  notify the Holders of the
event  triggering such  convertibility  in the manner provided in Section 11.02.
Any notice so given  shall be  conclusively  presumed  to have been duly  given,
whether or not the Holder receives such notice.

         (b) In addition, in the event that:

                  (i)  the  Company  distributes  to  all or  substantially  all
         holders of Common Stock, rights or warrants entitling them to purchase,
         for a period  expiring  within 60 days after the date of  distribution,
         Common Stock at less than the Closing Sale Price of the Common Stock on
         the  Business  Day  immediately  preceding  the  announcement  of  such
         distribution; or

                  (ii) the Company elects to distribute to all holders of Common
         Stock cash or other  assets,  debt,  securities  or  certain  rights or
         warrants to purchase the Company's  securities,  which distribution (or
         which  together  with other such  distributions  within the previous 12
         months) has a per share value as  determined  by the Board of Directors
         exceeding  10% of the  Closing  Sale Price of the  Common  Stock on the
         Business  Day   immediately   preceding   the   announcement   of  such
         distribution,

then, in each case, the Securities may be surrendered for conversion at any time
on and after the date  that the  Company  gives  notice to the  Holders  of such
right,  which shall be not less than 20 days prior to the  Ex-Dividend  Date for
such  distribution,  until the earlier of the close of business on the  Business
Day immediately preceding the Ex-Dividend Date or the date the Company announces
that such distribution will not take place.

         (c) If (1) a Change of  Control  occurs as defined in clause (i) of the
definition  thereof or (2) a Change of Control occurs as defined in clause (iii)
of the definition thereof pursuant to

                                       48
<PAGE>

which the Common  Stock  would be  convertible  into cash,  securities  or other
property, then the Securities may be surrendered for conversion at any time from
and after the effective date ("EFFECTIVE  DATE") of such  transaction  until the
Designated  Event Repurchase Date, and, in the case of clause (2) above, on such
Effective  Date, the right to convert the Securities into shares of Common Stock
shall be changed as set forth in Section 10.05, if applicable. The Company shall
notify Holders and the Trustee at the same time the Company  publicly  announces
such  transaction  (but in no event less than 15 days  prior to the  anticipated
Effective Date).

         (d) If a Holder  elects to convert its  Securities  pursuant to Section
10.01(c) on or prior to  December  1, 2011 and 10% or more of the  consideration
received  by holders  of the Common  Stock in  connection  with the  transaction
triggering such conversion right consists of cash,  securities or other property
that  is not  traded  or  scheduled  to be  traded  immediately  following  such
transaction  on a U.S.  national  securities  exchange  or the  Nasdaq  National
Market,  the Conversion Rate for any such Securities  surrendered for conversion
shall be increased by a number of  additional  shares of Common Stock per $1,000
principal amount of the Securities (the "ADDITIONAL SHARES") as described below.

         The number of Additional  Shares will be determined by reference to the
table  attached as SCHEDULE A hereto,  based on the Effective Date and the price
(the "STOCK PRICE") paid per share of the Common Stock in such  transaction.  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 of Common  Stock on the five  Trading  Days
prior to but not including the Effective Date.

         The Stock  Prices set forth in the first row of the table in SCHEDULE A
hereto  will be  adjusted  as of any date on which  the  Conversion  Rate of the
Securities is adjusted  pursuant to Section 10.04. The adjusted Stock Price will
equal  the  Stock  Price  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 Stock Price  adjustment
and the denominator of which is the Conversion  Rate as so adjusted.  The number
of Additional Shares will be adjusted in the same manner as the Conversion Rate,
as set forth in Section 10.04.

         The exact Stock Prices and Effective  Dates may not be set forth in the
table in SCHEDULE A, in which case:

                  (i) if the Stock Price is between  two Stock Price  amounts in
         the table or the Effective  Date is between two Effective  Dates in the
         table,  the  number  of  Additional  Shares  will  be  determined  by a
         straight-line interpolation between the number of Additional Shares set
         forth for the higher and lower Stock  Price  amounts and the two dates,
         as applicable, based on a 365-day year,

                  (ii) if the Stock Price is equal to or in excess of $83.92 per
         share, subject to adjustments set forth in Section 10.04, no Additional
         Shares will be issued upon conversion, and

                  (iii)  if the  Stock  Price is less  than  $20.98  per  share,
         subject to adjustments set forth in Section 10.04, no Additional Shares
         will be issued upon conversion.

                                       49
<PAGE>

         Notwithstanding  the  foregoing,  in no event will the total  number of
shares of Common Stock issuable upon conversion exceed 39.8655 shares per $1,000
principal  amount of  Securities  or  9,966,375  shares  of Common  Stock in the
aggregate,  whichever is less (in each case as adjusted on the same basis as the
Conversion Rate is adjusted  pursuant to Section 10.04),  subject to adjustments
in the same manner as the Conversion Rate as set forth in Section 10.04.

         (e) A Security in respect of which a Holder is electing to exercise its
option to require repurchase upon a Designated Event pursuant to Section 3.08 or
repurchase  pursuant  to  Section  3.07  may be  converted  only if such  holder
withdraws  its  election  in  accordance  with  Section  3.09(b).  A  Holder  of
Securities  is not entitled to any rights of a holder of Common Stock until such
Holder has converted  his  Securities  into shares of Common Stock,  if any, and
only to the extent such  Securities  are deemed to have been converted to Common
Stock under this Article 10.

         Section 10.02 PAYMENT UPON CONVERSION.

         (a) Upon  conversion  the Company will deliver to Holders in respect of
each  $1,000  aggregate   principal  amount  of  Securities  being  converted  a
"SETTLEMENT AMOUNT" consisting of (1) cash equal to the lesser of $1,000 and the
Conversion Value, and (2) to the extent the Conversion Value exceeds $1,000 (the
"Excess Value") at the Company's option all or a portion of the Excess Value may
be paid in either (A) cash  equal to the Excess  Value or (B) a number of shares
equal to the sum of, for each day of the Cash Settlement Period, (i) 10% (or, if
a Holder elects to convert its  Securities  pursuant to Section  10.01(c) and is
entitled to Additional  Shares  pursuant to Section  10.01(d),  then 20%) of the
Excess  Value,  divided by (ii) the Closing  Sale Price of the Common  Stock for
such day. The Company will deliver the Settlement  Amount to converting  Holders
on  the  third  Business  Day  following  the  date  the  Settlement  Amount  is
determined.

         If the Conversion Agent receives a Conversion Notice on or prior to (1)
the date on which the Company provides notice of redemption  pursuant to Section
3.03 (a  "REDEMPTION  NOTICE DATE") or (2) the date that is 20 days prior to the
Stated Maturity (the "FINAL NOTICE DATE"),  then if the Company satisfies all or
any portion of its  obligation  with  respect to the Excess  Value (the  "EXCESS
VALUE  OBLIGATION")  in cash,  the Company  will  notify the Holder  through the
Trustee of the dollar  amount to be  satisfied  in cash (which must be expressed
either  as a fixed  dollar  amount or a fixed  percentage  of the  Excess  Value
Obligation)  at any  time  on or  before  the  date  that is two  Business  Days
following receipt of the Holder's Conversion Notice (the "CASH SETTLEMENT NOTICE
PERIOD"). If the Company timely elects to pay cash for any portion of the shares
otherwise issuable upon conversion of the Securities, the Holder may retract the
Conversion  Notice at any time during the two Business Day period  following the
final day of the Cash  Settlement  Notice  Period  (the  "CONVERSION  RETRACTION
PERIOD").  No such  retraction  can be made  (and a  Conversion  Notice  will be
irrevocable)  if the  Company  does not elect to deliver  cash in lieu of shares
(other than cash in lieu of fractional shares). If the Conversion Notice has not
been  retracted,  then  settlement  (in cash  and/or  shares)  will occur on the
Business Day following  the final day of the 20 Trading Day period  beginning on
the day after the final day of the Cash Settlement Period.

                                       50
<PAGE>

         If a Conversion  Notice is received  after a Redemption  Notice Date or
the Final  Notice  Date,  the Company  will not send  individual  notices of its
election to satisfy all or any portion of the Excess  Value  obligation  in cash
and such Holders will not be allowed to retract the Conversion Notice.

         "CONVERSION  VALUE" means the product of (1) the Conversion Rate (plus,
any Additional Shares), or if converted during a Registration  Default,  103% of
the Conversion Rate (plus,  any Additional  Shares),  and (2) the average of the
Closing  Sale Prices of the Common  Stock for the  Trading  Days during the Cash
Settlement Period.

         The "CASH  SETTLEMENT  PERIOD" with respect to any Securities means the
10  consecutive  Trading Days beginning on the second Trading Day after delivery
of a written  notice of conversion  (a  "CONVERSION  NOTICE") to the  Conversion
Agent;  PROVIDED that if a Holder elects to convert its  Securities  pursuant to
Section  10.01(c)  and is  entitled  to  Additional  Shares  pursuant to Section
10.01(d),  the "Cash Settlement  Period" shall be the five  consecutive  Trading
Days prior to but not including the Effective Date.

         (b)  No  fractional  shares  of  Common  Stock  or  scrip  certificates
representing  fractional  shares shall be issued upon  conversion of Securities.
The Company will deliver cash in lieu of any  fractional  shares of Common Stock
issuable in  connection  with  payment of the  Settlement  Amount,  based on the
Closing Sale Price of the Common Stock on the Trading Day immediately  preceding
the Conversion Date.

         Section  10.03  EXERCISE OF  CONVERSION  PRIVILEGE;  ISSUANCE OF COMMON
STOCK ON  CONVERSION;  NO  ADJUSTMENT  FOR  INTEREST OR  DIVIDENDS.  In order to
exercise the conversion  privilege with respect to any Certificated  Securities,
the Conversion  Agent must receive such Securities  with the Conversion  Notice,
duly completed and manually signed,  together with such Securities duly endorsed
for transfer,  accompanied by the funds, if any, required by this Section 10.03.
Such notice shall also state the name or names (with  address or  addresses)  in
which the certificate or certificates  for shares of Common Stock, if any, which
shall  be  issuable  on such  conversion  shall be  issued  and to whom the cash
payable on such  conversion  shall be  delivered,  and shall be  accompanied  by
transfer or similar taxes, if required pursuant to Section 10.06.

         In order to  exercise  the  conversion  privilege  with  respect to any
interest in a Global Security,  the beneficial holder must complete, or cause to
be completed,  the appropriate  instruction form for conversion  pursuant to the
Depositary's  book-entry conversion program,  deliver, or cause to be delivered,
by book-entry delivery an interest in such Global Security,  furnish appropriate
endorsements and transfer documents if required by the Company or the Trustee or
Conversion  Agent, and pay the funds, if any, required by this Section 10.03 and
any transfer taxes if required pursuant to Section 10.06.

         As promptly as practicable  after  satisfaction of the requirements for
conversion  set forth above,  subject to  compliance  with any  restrictions  on
transfer if shares  issuable on conversion are to be issued in a name other than
that of the  Securityholder (as if such transfer were a transfer of the Security
or Securities (or portion  thereof) so  converted),  the Company shall issue and
shall deliver to such  Securityholder  at the office or agency maintained by the
Company for such purpose  pursuant to Section 4.05,  cash and a  certificate  or
certificates for the number of full

                                       51
<PAGE>

shares of Common Stock, if any, issuable upon the conversion of such Security or
portion  thereof as determined by the Company in accordance  with the provisions
of this  Article 10 and a check or cash in respect of any  fractional  shares of
Common Stock arising upon such conversion, calculated by the Company as provided
in Section  10.02.  In case any Security of a  denomination  greater than $1,000
shall be surrendered  for partial  conversion,  and subject to Section 2.01, the
Company  shall  execute and the Trustee  shall  authenticate  and deliver to the
Holder of the Security so  surrendered,  without  charge to such  Holder,  a new
Security or  Securities in authorized  denominations  in an aggregate  principal
amount equal to the unconverted portion of the surrendered Security.

         Each  conversion  shall be deemed to have been  effected as to any such
Security (or portion  thereof) on the date on which the  requirements  set forth
above in this Section 10.03 have been  satisfied as to such Security (or portion
thereof) (such date, the  "CONVERSION  DATE"),  and the Person in whose name any
certificate  or  certificates  for  shares of  Common  Stock,  if any,  shall be
issuable  upon such  conversion  shall be deemed to have become on said date the
holder of record  of the  shares  represented  thereby;  PROVIDED  that any such
surrender  on any date when the stock  transfer  books of the  Company  shall be
closed  shall  constitute  the Person in whose name the  certificates  are to be
issued as the record holder thereof for all purposes on the next  succeeding day
on which such stock transfer books are open, but such conversion shall be at the
Conversion  Rate in  effect  on the  date  upon  which  such  Security  shall be
surrendered.

         Any Security or portion thereof  surrendered for conversion  during the
period from the close of business on any Interest  Record Date to the opening of
business on the immediately following Interest Payment Date shall be accompanied
by payment,  in  immediately  available  funds or other funds  acceptable to the
Company,  of an amount equal to the Interest plus  Liquidated  Damages,  if any,
otherwise  payable on such Interest  Payment Date on the principal  amount being
converted;  PROVIDED  that no such  payment  need be made (1) if the Company has
specified a Redemption Date that is after a Interest Record Date and on or prior
to the next Interest Payment Date, (2) if the Company has specified a Designated
Event  Repurchase  Date that is after an Interest Record Date and on or prior to
the next Interest Payment Date or (3) to the extent of any overdue Interest,  if
any  overdue  Interest  exists at the time of  conversion  with  respect to such
Security.  Except as provided above in this Section  10.03,  no payment or other
adjustment shall be made for Interest  accrued on any Security  converted (other
than the payment of Liquidated  Damages,  if any) or for dividends on any shares
issued upon the conversion of such Security as provided in this Article 10.

         Upon the  conversion of an interest in a Global  Security,  the Trustee
(or other  Conversion  Agent),  or the Custodian at the direction of the Trustee
(or other Conversion Agent), shall make a notation on such Global Security as to
the reduction in the principal  amount  represented  thereby.  The Company shall
notify the Trustee in writing of any conversions of Securities  effected through
any Conversion Agent other than the Trustee.

         Upon the  conversion  of a  Security,  that  portion of the accrued but
unpaid  Interest with respect to the converted  Security shall not be cancelled,
extinguished or forfeited,  but rather shall be deemed to be paid in full to the
holder  thereof  through  delivery of cash and shares,  if any, of Common  Stock
(together  with  the  cash  payment,  if any in lieu of  fractional  shares)  in
exchange for the Security being converted pursuant to the provisions hereof; and
the cash and fair market

                                       52
<PAGE>

value of such shares of Common  Stock shall be treated as issued,  to the extent
thereof,  first in exchange for and in satisfaction of the Company's  obligation
to pay the principal amount of the converted Security and the accrued but unpaid
Interest,  and the  balance,  if any, of such cash and fair market value of such
Common Stock shall be treated as issued in exchange for and in  satisfaction  of
the right to convert the Security  being  converted  pursuant to the  provisions
hereof.

         Section 10.04  ADJUSTMENT OF CONVERSION RATE. The Conversion Rate shall
be adjusted from time to time by the Company as follows:

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

                  (i) the  numerator of which shall be the sum of (A) the number
         of shares of Common Stock  outstanding at the close of business on such
         Record  Date plus (B) the total  number  of  shares  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 to become effective  immediately  after the opening of business on
the day following the Record Date. If any dividend or  distribution  of the type
described  in this  Section  10.04(a) is declared  but not so paid or made,  the
Conversion  Rate shall again be adjusted to the Conversion  Rate that would then
be in effect if such dividend or distribution had not been declared.

         (b) In case the Company  shall issue  rights or warrants to all holders
of its outstanding  shares of Common Stock entitling them (for a period expiring
within 60 days after the date of the distribution of such rights or warrants) to
subscribe for or purchase  shares of Common Stock at a price per share less than
the  Closing  Sale Price on the Record  Date for such  rights or  warrants,  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
such Record Date by a fraction,

                  (i) the  numerator of which shall be the sum of (A) the number
         of shares of Common Stock  outstanding at the close of business on such
         Record Date plus (B) the total  number of  additional  shares of Common
         Stock offered for  subscription or purchase (or into which  convertible
         Securities could be converted), and

                  (ii)  the  denominator  of  which  shall be the sum of (A) the
         number of shares of Common Stock  outstanding  at the close of business
         on such Record Date plus (B) the number of shares of Common  Stock that
         the  aggregate  offering  price of the total number of shares of Common
         Stock so offered (or the aggregate conversion price of such convertible
         securities) would purchase at such Current Market Price.

         Such adjustment shall be successively  made whenever any such rights or
warrants are issued, and shall become effective immediately after the opening of
business on the day

                                       53
<PAGE>

following the Record Date for such rights or warrants. To the extent that shares
of  Common  Stock  are not  delivered  after the  expiration  of such  rights or
warrants,  the Conversion  Rate shall be readjusted to the Conversion  Rate that
would  then be in effect  had the  adjustments  made upon the  issuance  of such
rights or  warrants  been made on the basis of  delivery  of only the  number of
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 that would then be in effect if such  Record Date for 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
consideration received by the Company for such rights or warrants and any amount
payable on exercise or conversion thereof,  the value of such consideration,  if
other than cash, to be determined by the Board of Directors.

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

         (d) In case the Company shall, by dividend or otherwise,  distribute to
all or  substantially  all  holders of its Common  Stock  shares of any class of
Capital  Stock of the  Company  or  evidences  of its  indebtedness  or  assets,
including  securities  (but  excluding  any rights or  warrants  referred  to in
Section 10.04(b) and excluding any dividend or distribution (x) paid exclusively
in  cash  or  (y)  referred  to in  Section  10.04(a))  (any  of  the  foregoing
hereinafter in this Section 10.04(d) called the "DISTRIBUTED ASSETS"),  then, in
each such case, the Conversion  Rate shall be adjusted so that the same shall be
equal to the rate determined by multiplying the Conversion Rate in effect on the
Record Date with respect to such distribution by a fraction,

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

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

such adjustment to become effective immediately prior to the opening of business
on the day  following  such  Record  Date.  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 that  would  then be in effect if such  dividend  or
distribution  had not been  declared.  If the Board of Directors  determines the
Fair Market Value of any  distribution  for purposes of this Section 10.04(d) by
reference to the actual or when issued  trading  market for any  securities,  it
must in doing so

                                       54
<PAGE>

consider  the prices in such market over the same period used in  computing  the
Current Market Price.

         Rights or warrants  distributed by the Company to all holders of Common
Stock  entitling the holders  thereof to subscribe for or purchase shares of the
Company's Capital Stock (either initially or under certain circumstances), which
rights  or  warrants,  until  the  occurrence  of a  specified  event or  events
("TRIGGER  EVENT"):  (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable;  and (iii) are also issued in respect of future
issuances  of Common  Stock,  shall be deemed not to have been  distributed  for
purposes of this Section 10.04 (and no adjustment to the  Conversion  Rate under
this  Section  10.04 will be  required)  until the  occurrence  of the  earliest
Trigger  Event,  whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion
Rate shall be made under this  Section  10.04(d).  If any such right or warrant,
including any such existing rights or warrants  distributed prior to the date of
this Indenture,  are subject to events, upon the occurrence of which such rights
or warrants become  exercisable to purchase different  securities,  evidences of
indebtedness  or other assets,  then the date of the  occurrence of any and each
such event shall be deemed to be the date of  distribution  and record date with
respect  to new  rights or  warrants  with such  rights  (and a  termination  or
expiration  of the existing  rights or warrants  without  exercise by any of the
holders  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 was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion  Rate under this Section 10.04 was made,  (1) in the case of any such
rights or  warrants  that shall all have been  redeemed or  repurchased  without
exercise by any holders  thereof,  the Conversion  Rate shall be readjusted upon
such final  redemption  or  repurchase  to give effect to such  distribution  or
Trigger Event, as the case may be, as though it were a cash distribution,  equal
to the per share  redemption or repurchase price received by a holder or holders
of Common  Stock with respect to such rights or warrants  (assuming  such holder
had retained such rights or warrants), made to all holders of Common Stock as of
the date of such  redemption or repurchase,  and (2) in the case any such rights
or  warrants  shall have  expired or been  terminated  without  exercise  by the
holders thereof,  the Conversion Rate shall be readjusted to the Conversion Rate
that would then be in effect had the  adjustments  made upon the  Trigger  Event
been made on the basis of delivery of only the number of shares of Common  Stock
actually delivered.

         No  adjustment  of the  Conversion  Rate shall be made pursuant to this
Section  10.04(d)  in  respect  of  rights  or  warrants  distributed  or deemed
distributed  on any Trigger Event to the extent that such rights or warrants are
actually distributed.

         For  purposes of this Section  10.04(d) and Sections  10.04(a) and (b),
any dividend or distribution  to which this Section  10.04(d) is applicable that
also includes  shares of Common Stock, or rights or warrants to subscribe for or
purchase  shares of Common Stock (or both),  shall be deemed instead to be (1) a
dividend or distribution of the evidences of  indebtedness,  assets or shares of
capital  stock other than such shares of Common Stock or rights or warrants (and
any Conversion Rate adjustment required by this Section 10.04(d) with respect to
such dividend or distribution shall then be made) immediately  followed by (2) a
dividend  or  distribution  of such  shares  of Common  Stock or such  rights or
warrants (and any further Conversion Rate adjustment

                                       55
<PAGE>

required  by  Sections  10.04(a)  and  (b)  with  respect  to such  dividend  or
distribution shall then be made), except (A) the Record Date of such dividend or
distribution  shall be  substituted  as "the  Record  Date for such  dividend or
distribution"  and "the  Record  Date for such  rights or  warrants"  within the
meaning  of  Sections  10.04(a)  and (b),  and (B) any  shares of  Common  Stock
included in such dividend or  distribution  shall not be deemed  "outstanding at
the close of  business  on the such  Record  Date  within the meaning of Section
10.04(a).

         If any  Distributed  Assets  requiring any adjustment  pursuant to this
Section 10.04(d)  consists of the Capital Stock, or similar equity interests in,
a Subsidiary  or other  business  unit of the Company,  the  Conversion  Rate in
effect  immediately  before the close of  business  on the Record Date fixed for
determination of shareholders entitled to receive the distribution shall instead
be increased by multiplying  the  Conversion  Rate then in effect by a fraction,
(A) the  numerator  of which is the sum of (1) the average of the  Closing  Sale
Prices of such  distributed  security for the 10 Trading Days  commencing on and
including the fifth Trading Day after the Ex-Dividend Date on the New York Stock
Exchange  or such other  national  or  regional  exchange or market on which the
securities  are then listed or quoted,  plus (2) the average of the Closing Sale
Prices  of the  Common  Stock  over  the same  Trading  Day  period  and (B) the
denominator  of which is such  average of the Closing  Sale Prices of the Common
Stock.

         (e) In case the Company shall, by dividend or otherwise,  distribute to
all or  substantially  all holders of its Common  Stock cash (an  "EXTRAORDINARY
CASH  DIVIDEND")  (excluding any dividend or distribution in connection with the
liquidation,  dissolution  or winding up of the  Company,  whether  voluntary or
involuntary)  in an amount in  excess  of an annual  dividend  rate of $0.28 per
share of Common Stock  (appropriately  adjusted  from time to time for any stock
dividends on or subdivisions  or  combinations  of Common Stock),  then, in such
case,  the  Conversion  Rate shall be increased so that the same shall equal the
rate determined by multiplying the Conversion Rate in effect  immediately  prior
to the close of business on the Record Date for such Extraordinary Cash Dividend
by a fraction,

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

                  (ii) the  denominator  of which shall be such  Current  Market
         Price on such  Record  Date  minus the  amount  of cash so  distributed
         applicable to one share of Common Stock,

such adjustment to be effective  immediately prior to the opening of business on
the day  following  such  Record  Date.  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 that  would  then be in effect if such  dividend  or
distribution had not been declared.

         (f) In case a tender  or  exchange  offer  made by the  Company  or any
Subsidiary  for all or any  portion of the Common  Stock  shall  expire and such
tender or exchange offer (as amended upon the expiration  thereof) shall require
the payment to stockholders of consideration  per share of Common Stock having a
Fair Market Value (as determined by the Board of Directors,  whose determination
shall be  conclusive  and  described in a resolution  of the Board of Directors)
that as of the last time (the  "EXPIRATION  TIME")  tenders or exchanges  may be
made pursuant to such

                                       56
<PAGE>

tender or exchange  offer (as it may be amended)  exceeds the Closing Sale Price
of the Common Stock on the Trading Day next succeeding the Expiration  Time, the
Conversion  Rate  shall  be  increased  so that the same  shall  equal  the rate
determined by multiplying the Conversion Rate in effect immediately prior to the
Expiration Time by a fraction,

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

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

such adjustment to become effective immediately prior to the opening of business
on the day following the  Expiration  Time. In the event that the Company or any
Subsidiary  is  obligated  to  purchase  shares  pursuant  to any such tender or
exchange  offer,  but the Company or any Subsidiary is permanently  prevented by
applicable  law from  effecting  any such  purchases or all such  purchases  are
rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate
that would then be in effect if such tender or exchange offer had not been made.

         (g) In case of a tender or exchange  offer made by a Person  other than
the Company or any  Subsidiary  for an amount that  increases  the such Person's
ownership of Common Stock to more than  twenty-five  percent (25%) of the Common
Stock outstanding and the cash and value of any other consideration  included in
the payment per share of Common  Stock  exceeds the Current  Market Price on the
first  Trading Day after the  expiration  of the tender or  exchange  offer (the
"OFFER  EXPIRATION  TIME"),  and in which,  as of the Offer  Expiration Time the
Board of Directors is not  recommending  rejection of the 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  Offer
Expiration Time by a fraction

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

                                       57
<PAGE>

                  (ii) the denominator of which shall be the number of shares of
         Common Stock  outstanding  (including any Accepted  Purchase Shares) at
         the Offer  Expiration  Time multiplied by the Closing Sale Price of the
         Common Stock on the Trading Day next  succeeding  the Offer  Expiration
         Time,

such adjustment to become effective immediately prior to the opening of business
on the day following the Offer Expiration Time. In the event that such Person is
obligated  to  purchase  Common  Stock  pursuant  to any such tender or exchange
offer, but such Person is permanently prevented by applicable law from effecting
any such  purchases or all such purchases are  rescinded,  the  Conversion  Rate
shall again be adjusted to be the  Conversion  Rate that would then be in effect
if such  tender  or  exchange  offer  had not  been  made.  Notwithstanding  the
foregoing,  the adjustment  described in this Section 10.04(g) shall not be made
if, as of the Offer Expiration Time, the offering documents with respect to such
offer  disclose  a plan or  intention  to cause  the  Company  to  engage in any
transaction described in Section 10.05.

         (h) To the extent permitted by law and the listing  requirements of the
New York Stock  Exchange  and any other  exchange  on which the Common  Stock is
listed,  the Company may make such increases in the Conversion Rate, in addition
to those  required by this Section 10.04 as the Board of Directors  considers to
be  advisable  to avoid or  diminish  any income tax to holders of Common  Stock
resulting from any stock distribution.

         To the extent permitted by applicable law and the listing  requirements
of the New York Stock  Exchange and any other exchange in which the Common Stock
is then listed,  the Company from time to time may increase the Conversion  Rate
by any  amount  for a period of at least  twenty  (20)  days,  the  increase  is
irrevocable  during  the  period  and the Board of  Directors  shall have made a
determination  that such increase would be in the best interests of the Company,
which  determination  shall  be  conclusive.  Whenever  the  Conversion  Rate is
increased pursuant to the preceding sentence,  the Company shall mail to Holders
of record of the Securities and to the Trustee a notice of the increase at least
fifteen (15) days prior to the date the increased  Conversion Rate takes effect,
and such notice shall state the increased  Conversion Rate and the period during
which it will be in effect.

         (i) All calculations under this Article 10 shall be made by the Company
and  shall be made to the  nearest  cent or to the  nearest  one-hundredth  of a
share,  as  the  case  may  be,  with  one  half-cent  and  0.005  of  a  share,
respectively, being rounded upward. No adjustment need be made for:

                  (i) the issuance of any shares of Common Stock pursuant to any
         present or future plan providing for the  reinvestment  of dividends or
         interest  payable on the  Company's  securities  and the  investment of
         additional optional amounts in shares of Common Stock under any plan,

                  (ii) the  issuance of any shares of Common Stock or options or
         rights to  purchase  those  shares  pursuant  to any  present or future
         employee,  director or consultant benefit plan or program of or assumed
         by the Company or any Subsidiary,

                                       58
<PAGE>

                  (iii) the issuance of any shares of Common  Stock  pursuant to
         any option, warrant, right or exercisable,  exchangeable or convertible
         security outstanding as of the date the Securities were first issued,

                  (iv) a change in the par value of the Common Stock, or

                  (v) accrued and unpaid Interest, including Liquidated Damages,
         if any.

To the extent the Securities become convertible into cash,  assets,  property or
securities (other than Capital Stock of the Company), no adjustment need be made
thereafter as to the cash, assets, property or such securities.

         (j) Whenever the Conversion  Rate is adjusted as herein  provided,  the
Company shall promptly file with the Trustee and the Conversion Agent other than
the Trustee an Officer's  Certificate  setting forth the  Conversion  Rate after
such  adjustment and setting forth a brief statement of the facts requiring such
adjustment.  Unless and until a  Responsible  Officer of the Trustee  shall have
received  such  Officer's  Certificate,  the Trustee shall not be deemed to have
knowledge of any adjustment of the Conversion  Rate and may assume that the last
Conversion  Rate of which it has  knowledge is still in effect.  Promptly  after
delivery  of such  certificate,  the  Company  shall  prepare  a notice  of such
adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and
the date on which each adjustment  becomes  effective and shall mail such notice
of such  adjustment of the Conversion Rate to the Holder of each Security at his
last address  appearing on the Security register provided for in Section 2.03 of
this Indenture,  within twenty (20) days after execution  thereof.  Furthermore,
the Company shall also issue a press release  through Dow Jones & Company,  Inc.
or Bloomberg  Business News  containing the relevant  information  and make such
information  available on the Company's website or through another public medium
as the Company  may use at the time.  Failure to deliver  such notice  shall not
affect the legality or validity of any such adjustment.

         (k) In any case in which this Section 10.04 provides that an adjustment
shall become effective immediately after (1) a record date or Record Date for an
event,  (2) the Record Date for a dividend or  distribution  pursuant to Section
10.04(a), (3) the Record Date for the issuance of rights or warrants pursuant to
Section  10.04(b),  (4) the  Expiration  Time for any tender or  exchange  offer
pursuant to Section 10.04(f) or (5) the Offer Expiration Time for a tender offer
or exchange offer pursuant to Section  10.04(g) (each a  "DETERMINATION  DATE"),
the Company may elect to defer until the  occurrence of the relevant  Adjustment
Event (as  hereinafter  defined)  (A)  issuing  to the  Holder  of any  Security
converted  after  such  Determination  Date and before  the  occurrence  of such
Adjustment  Event,  the  additional  shares of Common Stock or other  securities
issuable  upon such  conversion  by reason of the  adjustment  required  by such
Adjustment  Event over and above the Common Stock issuable upon such  conversion
before giving effect to such adjustment and (B) paying to such Holder any amount
in cash in lieu of any fraction  pursuant to Section  10.04(a).  For purposes of
this Section 10.04(k), the term "ADJUSTMENT EVENT" shall mean:

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

                                       59
<PAGE>

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

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

                  (iv) in any case  referred  to in  clause  (4) or  clause  (5)
         hereof,  the date a sale or exchange of Common  Stock  pursuant to such
         tender or exchange offer is consummated and becomes irrevocable.

         (l) For purposes of this Section 10.04,  the number of shares of Common
Stock at any time  outstanding  shall not include shares held in the treasury of
the Company but shall include shares  issuable in respect of scrip  certificates
issued in lieu of fractional  shares of Common  Stock.  The Company will not pay
any  dividend  or make any  distribution  on shares of Common  Stock held in the
treasury of the Company.

         Section  10.05  EFFECT OF  RECLASSIFICATION,  CONSOLIDATION,  MERGER OR
SALE. If any of the following events occur,  namely (i) any  reclassification or
change of the  outstanding  shares of Common Stock (other than a subdivision  or
combination to which Section 10.04(c) applies), (ii) any consolidation,  merger,
statutory share exchange or combination of the Company with another  Person,  or
(iii) any sale or  conveyance of all or  substantially  all the  properties  and
assets of the Company to any other  Person,  in each case,  as a result of which
holders of Common Stock shall be entitled to receive stock,  other securities or
other  property or assets  (including  cash) with  respect to or in exchange for
such Common Stock,  then the Company or the successor or purchasing  Person,  as
the case may be, shall execute with the Trustee a supplemental  indenture (which
shall comply with the Trust  Indenture  Act as in force at the date of execution
of  such  supplemental   indenture)   providing  that  each  Security  shall  be
convertible,  subject  to the  provisions  of Section  10.03,  into the kind and
amount  of  shares  of  stock,  other  securities  or other  property  or assets
(including cash) receivable upon such reclassification,  change,  consolidation,
merger, statutory share exchange, combination, sale or conveyance by a holder of
a number of shares of Common Stock issuable upon  conversion of such  Securities
(assuming, for such purposes, a sufficient number of authorized shares of Common
Stock are available to convert all such  Securities)  immediately  prior to such
reclassification,  change,  consolidation,  merger,  statutory  share  exchange,
combination,  sale or  conveyance  assuming  such holder of Common Stock did not
exercise  his  rights of  election,  if any,  as to the kind or amount of stock,
other  securities or other property or assets  (including  cash) receivable upon
such reclassification,  change, consolidation, merger, statutory share exchange,
combination,  sale or conveyance (provided that, if the kind or amount of stock,
other  securities or other property or assets  (including  cash) receivable upon
such reclassification,  change, consolidation, merger, statutory share exchange,
combination,  sale or  conveyance is not the same for each share of Common Stock
in  respect  of which  such  rights of  election  shall not have been  exercised
("NONELECTING  SHARE"), then for the purposes of this Section 10.05 the kind and
amount of stock,  other securities or other property or assets  (including cash)
receivable upon such reclassification,  change, consolidation, merger, statutory
share exchange, combination, sale or conveyance for each nonelecting share shall
be deemed to be the kind and amount so  receivable  per share by a plurality  of
the  nonelecting  shares).   Such  supplemental   indenture  shall  provide  for
adjustments

                                       60
<PAGE>

which shall be as nearly  equivalent as may be  practicable  to the  adjustments
provided for in this Article 10.

         The Company  shall cause notice of the  execution of such  supplemental
indenture to be mailed to each holder of Securities, at its address appearing on
the Security  register  provided for in Section 2.03 of this  Indenture,  within
twenty (20) days after execution  thereof.  Failure to deliver such notice shall
not affect the legality or validity of such supplemental indenture.

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

         If this Section 10.05 applies to any event or occurrence, Section 10.04
shall not apply.

         Section  10.06  TAXES  ON  SHARES  ISSUED.   The  issue  of  any  stock
certificates  on conversions  of Securities  shall be made without charge to the
converting Holder for any tax in respect of the issue and delivery thereof.  The
Company shall not,  however,  be required to pay any tax which may be payable in
respect of any transfer  involved in the issue and delivery of stock in any name
other than that of the Holder of any Securities converted, and the Company shall
not be required to issue or deliver any such stock certificate  unless and until
the  Person or  Persons  requesting  the issue  thereof  shall  have paid to the
Company the amount of such tax or shall have  established to the satisfaction of
the Company that such tax has been paid.

         Section  10.07  RESERVATION  OF  SHARES,   SHARES  TO  BE  FULLY  PAID;
COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS; LISTING OF COMMON STOCK.

         (a) The Company shall provide,  free from preemptive rights, out of its
authorized but unissued shares or shares held in treasury,  sufficient shares of
Common Stock to provide for the conversion of the  Securities  from time to time
as such Securities are presented for conversion.

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

                  (i) The  Company  covenants  that all  shares of Common  Stock
         which may be issued upon  conversion of Securities or in payment of the
         Repurchase  Price or the Designated  Event  Repurchase  Price will upon
         issue be fully paid and non-assessable by the Company and free from all
         taxes, liens and charges with respect to the issue thereof.

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

                                       61
<PAGE>

         the  Securities  and Exchange  Commission  (or any successor  thereto),
         endeavor to secure such registration or approval, as the case may be.

                  (iii) The Company  further  covenants that, if at any time the
         Common Stock shall be listed on the Nasdaq National Market or any other
         national securities exchange or automated quotation system, the Company
         will, if permitted by the rules of such exchange or automated quotation
         system,  list and keep listed,  so long as the Common Stock shall be so
         listed on such exchange or automated quotation system, all Common Stock
         issuable upon conversion of the Security;  PROVIDED,  HOWEVER, that, if
         the rules of such  exchange or automated  quotation  system  permit the
         Company  to defer the  listing  of such  Common  Stock  until the first
         conversion of the Securities  into Common Stock in accordance  with the
         provisions of this Indenture, the Company covenants to list such Common
         Stock issuable upon conversion of the Securities in accordance with the
         requirements  of such  exchange or automated  quotation  system at such
         time.

         Section  10.08  RESPONSIBILITY  OF  TRUSTEE.  The Trustee and any other
conversion  agent shall not at any time be under any duty or  responsibility  to
any holder of Securities to determine the  Conversion  Rate or whether any facts
exist which may require any adjustment of the  Conversion  Rate, or with respect
to the nature or extent or calculation of any such adjustment when made, or with
respect  to the  method  employed,  or herein or in any  supplemental  indenture
provided  to be  employed,  in  making  the  same.  The  Trustee  and any  other
conversion  agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock,  or of any  securities or
property,  which may at any time be issued or delivered  upon the  conversion of
any  Security;   and  the  Trustee  and  any  other  conversion  agent  make  no
representations  with respect  thereto.  Neither the Trustee nor any  conversion
agent shall be responsible for any failure of the Company to issue,  transfer or
deliver any shares of Common Stock or stock  certificates or other securities or
property  or  cash  upon  the  surrender  of any  Security  for the  purpose  of
conversion or to comply with any of the duties, responsibilities or covenants of
the Company contained in this Article 10. Without limiting the generality of the
foregoing,  neither  the  Trustee  nor any  conversion  agent shall be under any
responsibility  to determine the correctness of any provisions  contained in any
supplemental indenture entered into pursuant to Section 10.05 relating either to
the kind or amount of shares of stock or securities or property (including cash)
receivable by Holders upon the  conversion of their  Securities  after any event
referred to in such Section  10.05 or to any  adjustment to be made with respect
thereto,  but,  subject  to the  provisions  of  Section  7.01,  may  accept  as
conclusive  evidence of the  correctness  of any such  provisions,  and shall be
protected in relying upon, the Officer's Certificate (which the Company shall be
obligated  to  file  with  the  Trustee  prior  to the  execution  of  any  such
supplemental indenture) with respect thereto.

         Section 10.09 NOTICE TO HOLDERS PRIOR TO CERTAIN ACTIONS. In case:

         (a) the Company shall declare a dividend (or any other distribution) on
its Common  Stock  that  would  require an  adjustment  in the  Conversion  Rate
pursuant to Section 10.04; or

         (b) of any  reclassification  or  reorganization of the Common Stock of
the Company (other than a subdivision or combination of its  outstanding  Common
Stock,  or a change in par value,  or from par value to no par value, or from no
par value to par value), or of any consolidation,

                                       62
<PAGE>

merger or statutory share exchange to which the Company is a party and for which
approval  of any  stockholders  of the  Company is  required,  or of the sale or
transfer of all or substantially all of the assets of the Company;

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

the  Company  shall  cause to be filed with the Trustee and to be mailed to each
Holder of  Securities at his address  appearing on the register  provided for in
Section  2.03 of this  Indenture,  as promptly  as possible  but in any event at
least ten (10) days prior to the applicable date hereinafter specified, a notice
stating  (x) the date on which a record is to be taken for the  purpose  of such
dividend or, if a record is not to be taken, the date as of which the holders of
Common Stock of record to be entitled to such dividend are to be determined,  or
(y) the date on which such reclassification, consolidation, merger, or statutory
share  exchange,  sale,  transfer,  dissolution,  liquidation  or  winding up is
expected to become  effective or occur,  and the date as of which it is expected
that  holders of Common  Stock of record  shall be entitled  to  exchange  their
Common  Stock  for   securities  or  other   property   deliverable   upon  such
reclassification,  consolidation,  merger,  or statutory share  exchange,  sale,
transfer,  dissolution,  liquidation or winding up. Failure to give such notice,
or any defect  therein,  shall not  affect  the  legality  or  validity  of such
dividend, reclassification,  consolidation, merger, or statutory share exchange,
sale, transfer, dissolution, liquidation or winding up.

         Section  10.10  RIGHTS  ISSUED IN RESPECT OF COMMON  STOCK  ISSUED UPON
CONVERSION.  If the Company  hereafter  adopts any  stockholder  rights  plan, a
Securityholder shall be entitled to receive upon conversion of its Securities in
addition to the shares of Common  Stock  issuable  upon  conversion  the related
rights  for the  Common  Stock,  whether  or not the  rights  under  the  future
stockholder  rights  plan have  separated  from the Common  Stock at the time of
conversion, but otherwise subject to the generally applicable terms of such plan
and no additional adjustment to the Conversion Rate shall be made for the future
stockholder rights plan under Section 10.04(d).

         Section   10.11    UNCONDITIONAL   RIGHT   OF   HOLDERS   TO   CONVERT.
Notwithstanding  any  other  provision  in this  Indenture,  the  Holder  of any
Security shall have the right, which is absolute and  unconditional,  to convert
its Security in  accordance  with this Article 10 and to bring an action for the
enforcement of any such right to convert,  and such rights shall not be impaired
or affected without the consent of such Holder.

                                   ARTICLE 11
                                  MISCELLANEOUS

         Section 11.01 TRUST  INDENTURE  ACT CONTROLS.  If any provision of this
Indenture  limits,  qualifies,  or  conflicts  with another  provision  which is
required to be included in this  Indenture by the TIA,  the  required  provision
shall control.

         Section 11.02  NOTICES.  Any request,  demand,  authorization,  notice,
waiver,  consent or communication shall be in writing and delivered in person 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:

                                       63
<PAGE>

         if to the Company:

                           OMI Corporation
                           One Station Place
                           Stamford, CT 06902
                           Attention: Fredric S. London, Esq.
                           Facsimile: 203-602-6700

         if to the Trustee:

                           HSBC Bank USA, National Association
                           452 Fifth Avenue
                           New York, NY 10018
                           Attention: Corporate Trust
                           Telephone: 212-525-1349
                           Facsimile: 212-525-1300

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  Securityholder  shall  be
delivered  to the  Securityholder,  in  accordance  with the  procedures  of the
Registrar or by  first-class  mail,  postage  prepaid,  at the  Securityholder's
address as it appears on the  registration  books of the  Registrar and shall be
sufficiently given if so mailed within the time prescribed.

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

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

         Section   11.03   COMMUNICATION   BY  HOLDERS   WITH   OTHER   HOLDERS.
Securityholders  may  communicate  pursuant  to TIA  Section  312(b)  with other
Securityholders  with  respect  to their  rights  under  this  Indenture  or the
Securities.  The Company,  the Trustee,  the  Registrar,  the Paying Agent,  the
Conversion  Agent and  anyone  else  shall have the  protection  of TIA  Section
312(c).

         Section 11.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.  Upon
any  request or  application  by the  Company to the  Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

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

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

                                       64
<PAGE>

         Section  11.05  STATEMENTS  REQUIRED IN  CERTIFICATE  OR OPINION.  Each
Officer's  Certificate  or Opinion of Counsel with respect to compliance  with a
covenant or condition provided for in this Indenture shall include:

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

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

                           (3) 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

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

         Section  11.06  SEPARABILITY  CLAUSE.  In case  any  provision  in this
Indenture or in the Securities shall be invalid,  illegal or unenforceable,  the
validity,  legality and enforceability of the remaining  provisions shall not in
any way be affected or impaired thereby.

         Section  11.07 RULES BY TRUSTEE,  PAYING  AGENT,  CONVERSION  AGENT AND
REGISTRAR.  The Trustee may make reasonable  rules for action by or a meeting of
Securityholders.  The Registrar,  the Conversion  Agent and the Paying Agent may
make reasonable rules for their functions.

         Section 11.08 LEGAL HOLIDAYS. A "Legal Holiday" is any day other than a
Business Day. 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 Securities, no interest shall accrue with respect to such payment
for the intervening period.

         Section 11.09  GOVERNING LAW. THIS INDENTURE  SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,  WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS RULES THEREOF.

         Section 11.10 NO RECOURSE AGAINST OTHERS. A director, officer, employee
or  stockholder,  as such,  of the Company  shall not have any liability for any
obligations  of the Company under the  Securities  or this  Indenture or for any
claim  based  on,  in  respect  of or by  reason  of such  obligations  or their
creation.  By accepting a Security,  each Securityholder shall waive and release
all such  liability.  The waiver and release shall be part of the  consideration
for the issue of the Securities.

         Section  11.11  SUCCESSORS.  All  agreements  of the  Company  in  this
Indenture and the  Securities  shall bind its  successor.  All agreements of the
Trustee in this Indenture shall bind its successor.

                                       65
<PAGE>

         Section 11.12  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.

                                       66
<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.

                          OMI CORPORATION


                        By:   /s/ Fredric S. London
                              --------------------------------------------------
                              Name:  Fredric S. London
                              Title: Senior Vice President, Secretary and
                                     General Counsel


                          HSBC BANK USA, NATIONAL ASSOCIATION, As Trustee


                        By:   /s/ Marcia A. Markowski
                              --------------------------------------------------
                              Name:  Marcia A. Markowski
                              Title: Vice President


                                       67
<PAGE>

                                                                      SCHEDULE A

 The following table sets forth the number of Additional Shares to be received
                   per $1,000 principal amount of Securities.

<TABLE>
<CAPTION>
                                                                       STOCK PRICE
                        --------------------------------------------------------------------------------------------------------
   EFFECTIVE DATE       $20.98 $23.08 $25.18 $27.27 $29.37 $31.47 $33.57 $35.67 $37.76 $39.86 $41.96 $52.45 $62.94 $73.43 $83.92
---------------------   ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S>                      <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
December 1, 2004 ....    0.37   2.30   3.96   5.49   6.81   7.33   6.55   5.94   5.31   4.90   4.38   2.98   2.17   1.69   1.36
December 1, 2005 ....    0.59   2.38   3.98   5.41   6.71   7.16   6.34   5.66   5.08   4.58   4.16   2.73   1.96   1.50   1.20
December 1, 2006 ....    0.73   2.39   3.88   5.24   6.48   6.89   6.05   5.35   4.76   4.25   3.83   2.42   1.69   1.26   1.00
December 1, 2007 ....    0.77   2.27   3.65   4.93   6.11   6.49   5.62   4.90   4.30   3.80   3.38   2.03   1.35   0.98   0.76
December 1, 2008 ....    0.68   1.99   3.24   4.42   5.54   5.88   4.99   4.27   3.68   3.18   2.78   1.52   0.95   0.66   0.50
December 1, 2009 ....    0.40   1.47   2.54   3.61   4.66   4.97   4.07   3.35   2.78   2.32   1.94   0.89   0.48   0.31   0.23
December 1, 2010 ....    0.00   0.62   1.41   2.29   3.24   3.49   2.60   1.93   1.42   1.04   0.75   0.12   0.00   0.00   0.00
December 1, 2011 ....    0.00   0.00   0.00   0.00   0.01   0.00   0.00   0.00   0.00   0.00   0.00   0.00   0.00   0.00   0.00
</TABLE>

                                       68
<PAGE>

                                                                       EXHIBIT A

                        [FORM OF FACE OF GLOBAL SECURITY]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE  DEPOSITORY  TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR  REGISTRATION  OF
TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO.  OR IN SUCH  OTHER  NAME  AS 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.

         TRANSFERS  OF THIS GLOBAL  SECURITY  SHALL BE LIMITED TO  TRANSFERS  TO
NOMINEES OF THE  DEPOSITORY  TRUST  COMPANY,  OR TO A SUCCESSOR  THEREOF OR SUCH
SUCCESSOR'S  NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL  SECURITY SHALL BE
LIMITED TO  TRANSFERS  MADE IN  ACCORDANCE  WITH THE  RESTRICTIONS  SET FORTH IN
ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

         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, THE HOLDER:

         (1) REPRESENTS THAT IT IS A "QUALIFIED  INSTITUTIONAL BUYER" AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT OF 1933;

         (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION  DATE")  THAT IS TWO  YEARS  AFTER  THE LATER OF THE LAST DAY OF THE
ORIGINAL ISSUE DATE OF THE 2.875% CONVERTIBLE SENIOR NOTES DUE 2024 AND THE LAST
DATE ON WHICH THE COMPANY OR ANY  AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), RESELL OR OTHERWISE TRANSFER THE
SECURITY  EVIDENCED  HEREBY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH
SECURITY  EXCEPT (A) TO OMI  CORPORATION  OR ANY  SUBSIDIARY  THEREOF,  (B) TO A
QUALIFIED  INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT OF  1933,  (C)  PURSUANT  TO  ANY  OTHER  EXEMPTION  FROM  THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT OF  1933,  INCLUDING  RULE 144  UNDER  THE
SECURITIES  ACT OF  1933  (IF  AVAILABLE),  OR (D)  PURSUANT  TO A  REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE

<PAGE>

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 RULE 144 OR
CLAUSE 2(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

         The legend in the preceding paragraph may be removed from this Security
upon the earlier of the Resale  Restriction  Termination Date or the transfer of
the Securities pursuant to Rule 144 or clause 2(D) above.

                                       2
<PAGE>


                                 OMI CORPORATION

                    2.875% Convertible Senior Notes Due 2024

REGISTERED
CUSIP:  670874AE6
ISSUE DATE:  December 7, 2004            Principal Amount:  $250,000,000
No. R-

         OMI  Corporation,  a Marshall Islands  corporation,  promises to pay to
Cede & Co. or  registered  assigns,  the  principal  amount of Two Hundred Fifty
Million Dollars, on December 1, 2024.

         Interest Rate: 2.875% per year.

         Interest Payment Dates: June 1 and December 1 of each year,  commencing
June 1, 2005.

         Interest  Record Date: May 15 and November 15 of each year,  commencing
May 15, 2005.

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

         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed under its corporate seal.

                                  Dated:  December 7, 2004

                                  OMI CORPORATION


                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

HSBC BANK USA, NATIONAL ASSOCIATION,
as Trustee,  certifies that this is one
of the Securities referred to in the
within-mentioned Indenture.

By
  ----------------------------------
Authorized Officer

                                       3
<PAGE>

                      [FORM OF REVERSE OF GLOBAL SECURITY]

                    2.875% Convertible Senior Notes Due 2024

         This Security is one of a duly authorized  issue of 2.875%  Convertible
Senior Notes Due 2024 (the "SECURITIES") of OMI Corporation,  a Marshall Islands
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"),  between  the  Company  and HSBC  Bank  USA,  National
Association, as trustee (the "TRUSTEE"). The terms of the Security 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
Security.  This Security 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  Security  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.

         The Securities shall bear interest on the principal amount thereof at a
rate of 2.875% per year.  Interest  shall  accrue  from the most  recent date to
which interest has been paid or, if no interest has been paid,  from the date of
the original  issuance of the Securities.  The Company shall also pay Liquidated
Damages  as set forth in  Section  4.07 of the  Indenture  and  Section 3 of the
Registration Rights Agreement.

         Interest will be payable semi-annually on each Interest Payment Date to
Holders at the close of business on the preceding Interest Record Date. Interest
will be  computed  on the basis of a 360-day  year  comprised  of twelve  30-day
months.

         If any Interest Payment Date of a security falls on a day that is not a
Business  Day,  such  payment  date  will be  postponed  to the next  succeeding
Business Day without any Interest or other payment in respect of the delay.

         If this  Security is redeemed or  repurchased  by the Company on a date
that is after the Interest Record Date and prior to the  corresponding  Interest
Payment Date,  Interest and Liquidated  Damages accrued and unpaid hereon to but
not including the Redemption  Date, the Repurchase Date or the Designated  Event
Repurchase  Date,  as the case may be,  shall be paid to the Holder of record on
the corresponding Interest Record Date.

         If the  principal  amount of any  Security,  or any  accrued and unpaid
Interest or Liquidated  Damages, if any, are not paid when due (whether (a) upon
acceleration  pursuant to Section 6.02 of the  Indenture,  (b) upon the date set
for payment of the Redemption  Price pursuant to Section 4 hereof,  (c) upon the
date set for payment of the  Repurchase  Price or  Designated  Event  Repurchase
Price  pursuant  to  Section  5  hereof,  (d) upon the  Stated  Maturity  of the
Securities,  (e)  upon the  Interest  Payment  Dates or (f) upon the  Liquidated
Damages Payment Dates as defined in the Registration Rights Agreement),  then in
each such case the overdue  amount shall,  to the extent  permitted by law, bear
cash interest at the rate of 2.875% per annum, compounded

                                       4
<PAGE>

semiannually,  which interest shall accrue from the date such overdue amount was
originally due to the date payment of such amount,  including  interest thereon,
has been made or duly provided  for. All such interest  shall be payable in cash
on demand but if not so demanded  shall be paid  quarterly to the Holders on the
last day of each quarter.

2.       METHOD OF PAYMENT.

         Except as provided below,  the Company shall pay Interest on (a) Global
Securities to DTC in immediately  available funds, (b) any Certificated Security
having an aggregate  principal  amount of  $5,000,000 or less by check mailed to
the  Holder  of such  Security  and  (c) any  Certificated  Security  having  an
aggregate  principal  amount  of  more  than  $5,000,000,  by wire  transfer  in
immediately  available  funds at the election of the Holder of any such Security
if requested at least five Business Days prior to the payment date.

         At Stated  Maturity,  the Company  will pay  Interest  on  Certificated
Securities at the Company's office or agency in New York City.

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

3.       INDENTURE.

         The Securities are senior unsecured  obligations of the Company limited
to $250,000,000  aggregate  principal amount. The Indenture does not limit other
indebtedness of the Company, secured or unsecured.

4.       OPTIONAL REDEMPTION.

         No sinking  fund is provided for the  Securities.  Subject to the terms
and conditions of the  Indenture,  the Securities are redeemable for cash at the
option of the Company,  at any time as a whole, or from time to time in part, in
integral  multiples of $1,000 at a Redemption Price on or after December 1, 2011
upon not less than 30 nor more than 60 days notice  before a Redemption  Date by
mail to each Holder of Securities to e redeemed.

         In no event will any Security be redeemable before December 1, 2011.

5.       REPURCHASE AT THE OPTION OF THE HOLDER.

         Subject to the terms and conditions of the Indenture, the Company shall
become obligated to repurchase for cash, at the option of the Holder, all or any
portion of the Securities  held by such Holder on December 1, 2011,  December 1,
2014 and  December 1, 2019 in  integral  multiples  of $1,000 at the  Repurchase
Price.  To exercise  such right,  a Holder  shall  deliver to the Paying Agent a
Repurchase Notice containing the information set forth in the Indenture,  at any
time from the opening of business on the date that is 20 Business  Days prior to
such Repurchase

                                       5
<PAGE>

Date until the close of business on such Repurchase  Date, and shall deliver the
Securities to the Paying Agent as set forth in the Indenture.

         Subject to the terms and conditions of the Indenture,  at the option of
the Holder the Company shall become  obligated to  repurchase,  at the option of
the Holder,  all or any portion of the Securities  held by such Holder after the
occurrence  of a  Designated  Event  in  integral  multiples  of  $1,000  for  a
Designated  Event  Repurchase  Price.  To exercise  such right,  a Holder  shall
delivery to the Paying Agent a Designated  Event  Repurchase  Notice  containing
such  information  set forth in the  Indenture at any time prior to the close of
business on the Designated Event Repurchase Date together with such Securities.

         Holders have the right to withdraw any Repurchase  Notice or Designated
Event Repurchase Notice, as the case may be, by delivering to the Paying Agent a
written notice of withdrawal in accordance with the provisions of the Indenture.

         If cash  sufficient to pay the  Repurchase  Price or  Designated  Event
Repurchase Price, as the case may be, of all Securities (or portions thereof) to
be  repurchased as of the Repurchase  Date or the  Designated  Event  Repurchase
Date, as the case may be, is deposited  with the Paying  Agent,  on the Business
Day immediately following the Repurchase Date or the Designated Event Repurchase
Date,  Interest and  Liquidated  Damages,  if any,  will cease to accrue on such
Securities  (or  portions  thereof) on and  following  such  Repurchase  Date or
Designated  Event  Repurchase  Date,  and the Holder thereof shall have no other
rights  as such  other  than  the  right  to  receive  the  Repurchase  Price or
Designated Event Repurchase Price upon surrender of such Security.

6.       REDEMPTION NOTICE.

         A  Redemption  Notice  pursuant to Section 4 of this  Security  will be
mailed at least 30 days but not more than 60 days before the Redemption  Date to
each Holder of Securities to be redeemed at the Holder's  registered address. If
money  sufficient to pay the  Redemption  Price of all  Securities  (or portions
thereof) to be  redeemed on the  Redemption  Date is  deposited  with the Paying
Agent  prior  to or on the  Redemption  Date,  on  and  immediately  after  such
Redemption Date Interest and Liquidated Damages, if any, will cease to accrue on
such Securities (or portions thereof) and the Holder thereof shall have no other
rights as such  other  than the  right to  receive  the  Redemption  Price  upon
surrender of such Security.

7.       CONVERSION.

         Subject to the occurrence of certain events and in compliance  with the
provisions of the Indenture, prior to the Stated Maturity of the Securities, the
Holder hereof has the right, at its option,  to convert its Securities into cash
and, at the option of the company,  shares of Common Stock.  The Conversion Rate
shall not be adjusted for any accrued and unpaid Interest and accrued and unpaid
Liquidated  Damages,  if any. Upon  conversion,  no payment shall be made by the
Company with respect to accrued and unpaid Interest.  Instead, such amount shall
be deemed paid by the cash or the shares of Common Stock, if any, delivered upon
conversion of any Security. A Holder shall receive,  however, accrued and unpaid
Liquidated Damages, if any. In

                                       6
<PAGE>

addition,  no payment or adjustment shall be made in respect of dividends on the
Common Stock, except as set forth in the Indenture.

         The Company will notify  Holders of any event  triggering  the right to
convert the Securities as specified above in accordance with the Indenture.

         A Security  in respect of which a Holder  has  delivered  a  Repurchase
Notice or Designated Event Repurchase Notice, as the case may be, exercising the
option of such Holder to require the Company to purchase  such  Security  may be
converted only if such Repurchase Notice or Designated Event Repurchase  Notice,
as the case may be, is withdrawn in accordance with the terms of the Indenture.

         To surrender a Security for conversion,  a Holder must (a) complete and
manually sign the Conversion  Notice  attached hereto and deliver such notice to
the Conversion  Agent,  (b) surrender the Security to the Conversion  Agent, (c)
furnish  appropriate  endorsements  and transfer  documents,  (d) if required by
Section 10.03 of the Indenture, pay Interest and (e) pay any transfer or similar
tax, if required.

         No fractional shares of Common Stock or scrip certificates representing
fractional shares shall be issued upon conversion of any Securities.  In lieu of
such, the Company shall pay cash as provided in the Indenture.

         If the Company  (a) is a party to a  consolidation,  merger,  statutory
share  exchange or  combination,  (b)  reclassifies  or changes the  outstanding
Common Stock, or (c) sells or conveys all or substantially all of its properties
and assets to any Person,  each Security shall be convertible  into the kind and
amount  of  shares  of  stock,  other  securities  or other  property  or assets
(including  cash)  receivable  such event,  in each case in accordance  with the
Indenture.

         If a Holder elects to convert its Securities in connection with certain
corporate  transactions  that occur on or prior to  December  1, 2011 and 10% or
more of the consideration for the Common Stock in the such transaction  consists
of cash,  securities  or other  property  that is not traded or  scheduled to be
traded  immediately  following such  transaction on a U.S.  national  securities
exchange  or the New  York  Stock  Exchange,  the  Company  shall  increase  the
Conversion Rate by the number of Additional Shares.

8.       PAYING AGENT, CONVERSION AGENT AND REGISTRAR.

         Initially,  the Trustee will act as Paying Agent,  Conversion Agent and
Registrar. The Company may appoint and change any Paying Agent, Conversion Agent
or Registrar without notice, other than notice to the Trustee; PROVIDED that the
Company will  maintain at least one Paying  Agent in the State of New York,  The
City of New York,  Borough of Manhattan,  which shall  initially be an office or
agency of the Trustee.  The Company or any of its  Subsidiaries  or any of their
Affiliates may act as Paying Agent, Conversion Agent or Registrar.

9.       DENOMINATIONS; TRANSFER; EXCHANGE.

         The  Securities  are in fully  registered  form,  without  coupons,  in
denominations of $1,000 of principal amount and integral  multiples of $1,000. A
Holder may transfer or exchange

                                       7
<PAGE>

Securities in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish  appropriate  endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not transfer or exchange any  Securities  selected for redemption
(except,  in the case of a Security to be  redeemed in part,  the portion of the
Security not to be redeemed) or any  Securities in respect of which a Repurchase
Notice or Designated  Event  Repurchase  Notice has been given and not withdrawn
(except, in the case of a Security to be repurchased in part, the portion of the
Security not to be repurchased) or any Securities for a period of 15 days before
the mailing of a Redemption Notice of Securities to be redeemed.

10.      PERSONS DEEMED OWNERS.

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

11.      UNCLAIMED MONEY OR SECURITIES.

         The Trustee  and the Paying  Agent  shall  return to the  Company  upon
written  request  any money or  securities  held by them for the  payment of any
amount with  respect to the  Securities  that remains  unclaimed  for two years,
together with  interest,  if any,  thereunder,  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.

12.      AMENDMENT; WAIVER.

         Subject  to  certain  exceptions  set forth in the  Indenture,  (i) the
Indenture  or the  Securities  may be amended  with the  written  consent of the
Holders of at least a majority in aggregate  principal amount of the outstanding
Securities  and (ii)  certain  Events of Defaults may be waived with the written
consent of the  Holders  of a  majority  in  aggregate  principal  amount of the
outstanding  Securities.   Subject  to  certain  exceptions  set  forth  in  the
Indenture,  without  the  consent of any  Securityholder,  the  Company  and the
Trustee may amend the Indenture or the Securities (i) to add to the covenants of
the Company for the benefit of the Holders of Securities,  (ii) to surrender any
right or power conferred upon the Company in the Indenture, (iii) to provide for
conversion rights of Holders of Securities 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 (iv) to provide for the assumption of the Company's
obligations to the Holders of Securities in the case of a merger, consolidation,
conveyance,  transfer or lease  pursuant to Article 5 of the  Indenture,  (v) to
increase the  Conversion  Rate;  PROVIDED,  HOWEVER,  that such  increase in the
Conversion  Rate shall not  adversely  affect the  interests  of the  Holders of
Securities,  PROVIDED,  FURTHER, HOWEVER, that any adjustments to the Conversion
Rate  pursuant to the  Indenture  are not deemed an amendment to the  Indenture,
(vi) to comply with the  requirements  of the SEC in order to effect or maintain
the  qualification  of the  Indenture  under the TIA or in  connection  with the
registration  of the  Securities  as  contemplated  by the  Registration  Rights
Agreement;  PROVIDED,  that such modification or amendment does not, in the good
faith opinion of the Board of Directors,  adversely  affect the interests of the
Holders of the Securities in any material  respect,  (vii) to cure any ambiguity
or to correct or supplement any provision in the Indenture

                                       8
<PAGE>

which may be inconsistent  with any other provision in the Indenture or which is
otherwise defective;  PROVIDED, that such modification or amendment does not, in
the good faith opinion of the Board of Directors, adversely affect the interests
of the Holders of the Securities,  (x) add or modify any other provisions of the
Indenture with respect to matters or questions arising under the Indenture which
the Company and the Trustee may deem  necessary or desirable  and which,  in the
good faith  opinion of the Board of  Directors,  will not  adversely  affect the
interests  of  the  Holders  of  Securities;   PROVIDED  that  any  addition  or
modification  made solely to conform the  provisions  of this  Indenture  to the
"Description  of Notes" in the Offering  Memorandum  relating to the  Securities
will not be deemed to  adversely  affect  the  interests  of the  Holders of the
Securities.

13.      DEFAULTS AND REMEDIES.

         If any Event of Default with respect to  Securities  shall occur and be
continuing,  the principal  amount of the  Securities and any accrued and unpaid
Interest,  and  accrued  and  unpaid  Liquidated  Damages,  if  any,  on all the
Securities  may be  declared  due and  payable in the manner and with the effect
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 Securities 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 SECURITIES.

         The  Company  or  its  agents  will  be  responsible   for  making  all
calculations  called for under the  Securities  including,  but not  limited to,
determination  of the market prices for the  Securities  and of the Common Stock
and the amounts of Liquidated  Damages,  if any, accrued on the Securities.  Any
calculations  made in good faith and  without  manifest  error will be final and
binding on Holders of the Securities.

16.      RECOURSE AGAINST OTHERS.

         A director,  officer, employee or shareholder,  as such, of the Company
shall  not have any  liability  for any  obligations  of the  Company  under the
Securities  or the  Indenture  or for any claim  based on, in  respect  of or by
reason of such  obligations  or their  creation.  By accepting a Security,  each
Securityholder  waives and releases all such  liability.  The waiver and release
are part of the consideration for the issue of the Securities.

17.      AUTHENTICATION.

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

                                       9
<PAGE>

18.      ABBREVIATIONS.

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

19.      GOVERNING LAW.

         THE  LAWS OF THE  STATE  OF NEW  YORK,  WITHOUT  GIVING  EFFECT  TO THE
CONFLICT OF LAWS RULES THEREOF, SHALL GOVERN THE INDENTURE AND THIS SECURITY.

20.      COPY OF INDENTURE.

         The Company will furnish to any Securityholder upon written request and
without  charge a copy of the Indenture that has in it the text of this Security
in larger type. Requests may be made to:

                           OMI Corporation
                           One Station Place
                           Stamford Connecticut 06902
                           Attention: Fredric S. London, Esq.
                           Facsimile: (203) 602-6700

22. REGISTRATION RIGHTS.

         The  Holders  of the  Securities  are  entitled  to the  benefits  of a
Registration  Rights Agreement,  dated December 7, 2004, between the Company and
Jefferies & Company,  Inc.,  including the receipt of Liquidated  Damages upon a
Registration  Default (as  defined in such  agreement).  The Company  shall make
payments of  Liquidated  Damages on the  Liquidated  Damages  Payment  Dates (as
defined in the Registration Rights Agreement),  but otherwise in accordance with
the provisions set forth herein for the payment of Interest.

                                       10
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
ASSIGNMENT FORM                                             CONVERSION NOTICE
-----------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>
To assign this Security, fill in the form below:            To convert this Security into Common Stock of the
                                                            Company, check the box [ ]
-----------------------------------------------------------------------------------------------------------------------
I or we assign and transfer this Security to                To convert only part of this Security, state the
                                                            principal amount to be converted (which must be $1,000
_____________________________________________               or an integral multiple of $1,000):

(Insert assignee's soc.  sec. or tax ID no.)                If you want the stock certificate made out in another
                                                            person's name fill in the form below:
_____________________________________________
                                                            ______________________________________________________
_____________________________________________               ______________________________________________________

_____________________________________________               (Insert the other person's soc. sec. tax ID no.)

(Print or type assignee's name, address and                 ______________________________________________________
zip code)
                                                            ______________________________________________________
and irrevocably appoint
                                                            ______________________________________________________
____________________ agent to transfer this Security on
the books of the Company.  The agent may substitute         (Print or type other person's name, address
another to act for him.                                      and zip code)
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

Date:  __________ Your Signature:  _____________________________________________

________________________________________________________________________________
     (Sign exactly as your name appears on the other side of this Security)

Signature Guaranteed

_________________________________________
Participant in a Recognized Signature
Guarantee Medallion Program

By: _____________________________
    Authorized Signatory

                                       11
<PAGE>


                       SCHEDULE OF INCREASES AND DECREASES
                               OF GLOBAL SECURITY

Initial Principal Amount of Global Security:  Two Hundred Fifty Million dollars
                                              ($250,000,000).

--------------------------------------------------------------------------------
           Amount of         Amount of         Principal
           Increase in       Decrease in       Amount of           Notation by
           Principal         Principal         Global Security     Registrar or
           Amount of         Amount of         After Increase or   Security
Date       Global Security   Global Security   Decrease            Custodian
--------------------------------------------------------------------------------

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

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

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

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

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

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

                                       12
<PAGE>

                                                                       EXHIBIT B

                     [FORM OF FACE OF CERTIFICATED SECURITY]

         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, THE HOLDER:

         (1) REPRESENTS THAT IT IS A "QUALIFIED  INSTITUTIONAL BUYER" AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT OF 1933;

         (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION  DATE")  THAT IS TWO  YEARS  AFTER  THE LATER OF THE LAST DAY OF THE
ORIGINAL ISSUE DATE OF THE 2.875% CONVERTIBLE SENIOR NOTES DUE 2024 AND THE LAST
DATE ON WHICH THE COMPANY OR ANY  AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), RESELL OR OTHERWISE TRANSFER THE
SECURITY  EVIDENCED  HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH
SECURITY  EXCEPT (A) TO OMI  CORPORATION  OR ANY  SUBSIDIARY  THEREOF,  (B) TO A
QUALIFIED  INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT OF  1933,  (C)  PURSUANT  TO  ANY  OTHER  EXEMPTION  FROM  THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT OF  1933,  INCLUDING  RULE 144  UNDER  THE
SECURITIES  ACT OF  1933  (IF  AVAILABLE),  OR (D)  PURSUANT  TO A  REGISTRATION
STATEMENT THAT 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 RULE 144 OR
CLAUSE 2(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

         The foregoing legend may be removed from this Security upon the earlier
of the Resale  Restriction  Termination  Date or the transfer of the  Securities
pursuant to Rule 144 or clause 2(D) above.

<PAGE>


                                 OMI CORPORATION

                    2.875% Convertible Senior Notes Due 2024

REGISTERED
CUSIP:  670874AE6
ISSUE DATE:  December 7, 2004           Principal Amount:  _____________________
No. R- __

         OMI  CORPORATION,  a Marshall Islands  corporation,  promises to pay to
__________ or registered assigns, the principal amount of _____________________,
on December 1, 2024.

         Interest Rate:  2.875% per year.

         Interest Payment Dates: June 1 and December 1 of each year,  commencing
June 1, 2005.

         Interest  Record Date: May 15 and November 15 of each year,  commencing
May 15, 2005.

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

         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed under its corporate seal.

                                Dated:  _____________________

                                OMI CORPORATION


                                By: ____________________________________________
                                    Name:
                                    Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

HSBC  BANK USA, NATIONAL ASSOCIATION,
      as Trustee, certifies that this is one
      of the Securities referred to in the
      within-mentioned Indenture.

By__________________________________
Authorized Officer

      [FORM OF REVERSE OF CERTIFICATED SECURITY IS IDENTICAL TO EXHIBIT A]

                                       2
<PAGE>

                                                                       EXHIBIT C

                                 OMI CORPORATION

                    2.875% CONVERTIBLE SENIOR NOTES DUE 2024
                              TRANSFER CERTIFICATE

         In  connection  with any transfer of any of the  Securities  within the
period prior to the  expiration  of the holding  period  applicable to the sales
thereof  under Rule 144(k)  under the  Securities  Act of 1933,  as amended (the
"SECURITIES ACT") (or any successor provision), the undersigned registered owner
of this Security hereby certifies with respect to $____________ principal amount
of the  above-captioned  Securities  presented or surrendered on the date hereof
(the "SURRENDERED  SECURITIES") for registration of transfer, or for exchange or
conversion where the securities issuable upon such exchange or conversion are to
be  registered  in a name other than that of the  undersigned  registered  owner
(each such transaction being a "TRANSFER"), that such transfer complies with the
restrictive  legend set forth on the face of the Surrendered  Securities for the
reason checked below:

[ ]      A transfer of the Surrendered  Securities is made to the Company or any
         subsidiaries; or

[ ]      The transfer of the Surrendered  Securities is pursuant to an effective
         registration statement under the Securities Act; or

[ ]      The  transfer of the  Surrendered  Securities  complies  with Rule 144A
         under the Securities Act; or

[ ]      The  transfer  of the  Surrendered  Securities  is pursuant to Rule 144
         under the  Securities  Act and each of the conditions set forth in such
         rule have been met;

and unless the box below is  checked,  the  undersigned  confirms  that,  to the
undersigned's  knowledge,  such  Securities  are  not  being  transferred  to an
"affiliate"  of the Company as defined in Rule 144 under the  Securities Act (an
"AFFILIATE").

[ ]      The transferee is an Affiliate of the Company.

                                      DATE:


                                      ------------------------------------------
                                      Signature(s)

(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

--------------------------------------------
Participant in a Recognized Signature

                                      C-1
<PAGE>


         IN WITNESS WHEREOF,

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


                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:

                                      C-2