Exhibit 4.8









                           OCWEN FINANCIAL CORPORATION


          3.25% Contingent Convertible Unsecured Senior Notes Due 2024


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


                                    INDENTURE


                            Dated as of July 28, 2004


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


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


                                     TRUSTEE


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


<PAGE>

                                                                     Exhibit 4.8


                         Reconciliation and tie between
                    Trust Indenture Act of 1939 and Indenture


Trust Indenture Act                                             Indenture
Section                                                          Section
------------------------------------------------------------  ------------
310(a)(1)...................................................  Section 7.10
310(a)(2)...................................................  Section 7.10
310(b)......................................................  Section 7.08
                                                              Section 7.10
311(a)......................................................  Section 7.11
311(b)......................................................  Section 7.11
312(a)......................................................  Section 2.05
312(b)......................................................  Section 12.03
312(c)......................................................  Section 12.03
313(a)......................................................  Section 7.06
313(b)......................................................  Section 7.06
313(d)......................................................  Section 7.06
314(a)......................................................  Section 4.02
314(c)......................................................  Section 12.04
314(e)......................................................  Section 12.05
315(a)......................................................  Section 7.01
315(b)......................................................  Section 7.05
315(c)......................................................  Section 7.01
315(d)(1)...................................................  Section 7.01
315(d)(2)...................................................  Section 7.01
315(d)(3)...................................................  Section 7.01
315(e)......................................................  Section 6.11
316(a)(1)(A)................................................  Section 6.05
316(a)(1)(B)................................................  Section 6.04
316(b)......................................................  Section 6.07
316(c)......................................................  Section 1.04
317(a)......................................................  Section 6.08
317(b)......................................................  Section 2.04

                                       2
<PAGE>

                                TABLE OF CONTENTS

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



Article 1 Definitions And Incorporation By Reference..........................1

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

  Section 1.02 .  Incorporation by Reference of Trust Indenture Act:..........5

  Section 1.03 .  Rules of Construction.  Unless the context otherwise
                  requires:...................................................6

  Section 1.04 .  Acts of Holders.............................................6


Article 2 The Securities......................................................6

  Section 2.01 .  Form and Dating.............................................6

  Section 2.02 .  Execution and Authentication................................7

  Section 2.03 .  Registrar, Paying Agent and Conversion Agen ................7

  Section 2.04 .  Paying Agent to Hold Money and Securities in Trust..........8

  Section 2.05 .  Securityholder Lists........................................8

  Section 2.06 .  Transfer and Exchange.......................................8

  Section 2.07 .  Replacement Securities......................................9

  Section 2.08 .  Outstanding Securities; Determinations of Holders' Action...9

  Section 2.09 .  Temporary Securities.......................................10

  Section 2.10 .  Cancellation...............................................10

  Section 2.11 .  Persons Deemed Owners......................................10

  Section 2.12 .  Global Securities..........................................10

  Section 2.13 .  CUSIP Numbers..............................................13


Article 3 Redemption and Repurchases.........................................13

  Section 3.01 .  Company's Right to Redeem; Notices to Trustee .............13

  Section 3.02 .  Selection of Securities to be Redeemed.....................13

  Section 3.03 .  Notice of Redemption ......................................13

  Section 3.04 .  Effect of Notice of Redemption.............................14

  Section 3.05 .  Deposit of Redemption Price................................14

  Section 3.06 .  Securities Redeemed in Part ...............................14

  Section 3.07 .  Repurchase of Securities by the Company at Option of the
                  Holder:....................................................14

  Section 3.08 .  Repurchase of Securities at Option of the Holder upon a
                  Change of Control .........................................15

  Section 3.09 .  Effect of Repurchase Notice or Fundamental Change
                  Repurchase Notice..........................................18

  Section 3.10 .  Deposit of Repurchase Price or Fundamental Change
                  Repurchase Price...........................................19

  Section 3.11 .  Securities Purchased in Part...............................19

                                       i
<PAGE>

  Section 3.12 .  Covenant to Comply with Securities Laws upon Purchase of
                  Securities.................................................19

  Section 3.13 .  Repayment to the Company ..................................19


Article 4 Covenants..........................................................19

  Section 4.01 .  Payment of Securities......................................19

  Section 4.02 .  SEC and Other Reports......................................19

  Section 4.03 .  Compliance Certificate.....................................20

  Section 4.04 .  Further Instruments and Acts...............................20

  Section 4.05 .  Maintenance of Office or Agency............................20

  Section 4.06 .  Delivery of Certain Information............................20

  Section 4.07 .  Liquidated Damages Notice..................................20


Article 5 Successor Person...................................................20

  Section 5.01 .  When Company may Merge or Transfer Assets..................20


Article 6 Defaults And Remedies..............................................21

  Section 6.01 .  Events of Default..........................................21

  Section 6.02 .  Acceleration...............................................22

  Section 6.03 .  Other Remedies.............................................22

  Section 6.04 .  Waiver of Past Defaults....................................22

  Section 6.05 .  Control by Majority........................................23

  Section 6.06 .  Limitation on Suits........................................23

  Section 6.07 .  Rights of Holders to Receive Payment ......................23

  Section 6.08 .  Collection Suit by Trustee ................................23

  Section 6.09 .  Trustee May File Proofs of Claim...........................23

  Section 6.10 .  Priorities.................................................24

  Section 6.11 .  Undertaking for Costs......................................24

  Section 6.12 .  Waiver of Stay, Extension or Usury Laws....................24


Article 7 Trustee............................................................24

  Section 7.01 .  Duties of Trustee..........................................24

  Section 7.02 .  Rights of Trustee..........................................25

  Section 7.03 .  Individual Rights of Trustee...............................26

  Section 7.04 .  Trustee's Disclaimer.......................................26

  Section 7.05 .  Notice of Defaults.........................................26

  Section 7.06 .  Reports by Trustee to Holders..............................26

  Section 7.07 .  Compensation and Indemnity.................................26

  Section 7.08 .  Replacement of Trustee.....................................27

                                       ii
<PAGE>

  Section 7.09 .  Successor Trustee by Merger................................27

  Section 7.10 .  Eligibility; Disqualification..............................27

  Section 7.11 .  Preferential Collection of Claims Against Company..........27


Article 8 Discharge Of Indenture.............................................28

  Section 8.01 .  Discharge of Liability on Securities.......................28

  Section 8.02 .  Repayment to the Company...................................28


Article 9 Amendments.........................................................28

  Section 9.01 .  Without Consent of Holders.................................28

  Section 9.02 .  With Consent of Holders....................................29

  Section 9.03 .  Compliance with Trust Indenture Act........................29

  Section 9.04 .  Revocation and Effect of Consents; Waivers and Actions.....29

  Section 9.05 .  Notation on or Exchange of Securities......................30

  Section 9.06 .  Trustee to Sign Supplemental Indentures....................30

  Section 9.07 .  Effect of Supplemental Indentures..........................30


Article 10 Conversions.......................................................30

  Section 10.01 .  Conversion Privilege......................................30

  Section 10.02 .  Conversion Procedure; Conversion Rate; Fractional Shares..31

  Section 10.03 .  Payment upon Conversion...................................32

  Section 10.04 .  Adjustment of Conversion Rate.............................33

  Section 10.05 .  Effect of Reclassification; Consolidation; Merger or Sale.37

  Section 10.06 .  Taxes on Shares Issued....................................38

  Section 10.07 .  Reservation of Shares, Shares to be Fully Paid;
                   Compliance with Governmental Requirements; Listing of
                   Common Stock..............................................38

  Section 10.08 .  Responsibility of Trustee.................................38

  Section 10.09 .  Notice to Holders Prior to Certain Actions................39

  Section 10.10 .  Rights Issued in Respect of Common Stock Issued upon
                   Conversion ...............................................39

  Section 10.11 .  Unconditional Rights of Holders to Convert................39


Article 11 Make-Whole Premium................................................39

  Section 11.01 .  Make-Whole Premium........................................39

  Section 11.02 .  Adjustments Relating To The Make-whole Premium............41

  Section 11.03 .  Calculation Of The Make-whole Premium.....................41


Article 12 Miscellaneous.....................................................41

  Section 12.01 .  Trust Indenture Act Controls .............................41

  Section 12.02 .  Notices...................................................41

                                      iii
<PAGE>

  Section 12.03 .  Communication by Holders with Other Holders...............42

  Section 12.04 .  Certificate and Opinion as to Conditions Precedent........42

  Section 12.05 .  Statements Required in Certificate or Opinion.............42

  Section 12.06 .  Separability Clause.......................................42

  Section 12.07 .  Rules by Trustee, Paying Agent, Conversion Agent and
                   Registrar.................................................42

  Section 12.08 .  Legal Holidays............................................42

  Section 12.09 .  GOVERNING LAW.............................................42

  Section 12.10 .  No Recourse Against Others................................42

  Section 12.11 .  Successors................................................42

  Section 12.12 .  Multiple Originals........................................42




EXHIBIT A         Form of Global Security
EXHIBIT B         Form of Certificated Security
EXHIBIT C         Transfer Certificate

                                       iv
<PAGE>

      INDENTURE dated as of July 28, 2004 between OCWEN FINANCIAL CORPORATION, a
Florida corporation (the "Company"), and THE BANK OF NEW YORK TRUST COMPANY,
N.A., a national banking association (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 3.25% Contingent
Convertible Senior Unsecured 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 Depository, representing Securities sold in
reliance on Rule 144A under the Securities Act.

      "Accounting Event" means that the Emerging Issues Task Force of the
Financial Accounting Standards Board has issued in final form, an amendment to,
change in or clarification of rules relating to accounting treatment of
contingent convertible securities, as a result of which the Company is required,
under then current generally accepted accounting principles, to include the full
number of shares of Common Stock into which the Securities may be converted in
determining the number of shares of Common Stock outstanding for purposes of
calculating diluted earnings per share without regard to fulfillment of any
related contingencies.

      "Adjustment Event" shall have the meaning set forth in Section 10.04(j).

      "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)(v).

      "Applicable Procedures" means, with respect to any transfer or transaction
involving a Global Security or beneficial interest therein, the rules and
procedures of the Depository 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 or required by law, regulation or executive order to
close.

      "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 Amount" shall have the meaning set forth in Section 10.03(a)(iii).

      "Cash Settlement Averaging Period" means the 20 Trading Day period
beginning the Trading Day following the final day of the Conversion Retraction
Period.

      "Cash Settlement Notice Period" shall have the meaning set forth in
Section 10.03(a).

      "Certificated Securities" means Securities that are in the form of the
Securities attached hereto as Exhibit B.

      "Change of Control" shall have the meaning set forth in Section 3.08.

      "Close of business" means 5 p.m. (New York City time).

      "Common Stock" means the common stock, $0.01 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 below, 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.

                                       1
<PAGE>

      "Company" means the party named as the "Company" in the preamble 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 two Officers.

      "Conversion Agent" shall have the meaning set forth in Section 2.03.

      "Conversion Date" shall have the meaning set forth in Section 10.02(c).

      "Conversion Obligation" shall have the meaning set forth in Section
10.01(a).

      "Conversion Price" as of any date means $1,000 divided by the Conversion
Rate as of such date; provided that, for the purposes of Section 10.01(a),
following any distribution of Distributed Assets as set forth in Section
10.04(d) or an Extraordinary Cash Dividend as set forth in Section 10.04(e), in
each case where an adjustment to the Conversion Rate was not made pursuant to
the provisos set forth therein, the Conversion Price shall be adjusted following
such distribution by subtracting from the Conversion Price then in effect (x) in
the case of a distribution of Distributed Assets, the Fair Market Value of the
portion of Distributed Assets so distributed applicable to one share of Common
Stock or (y) in the case of an Extraordinary Cash Dividend, the cash so
distributed applicable to one share of Common Stock; provided further that if
such subtraction produces a number less than $1.00, the Conversion Price shall
be $1.00.

      "Conversion Rate" has the meaning set forth in Section 10.02(a) hereof.

      "Conversion Retraction Period" shall have the meaning set forth in Section
10.03(a).

      "Conversion Settlement Date" means the date that is the third Business Day
following the Conversion Date; provided, however, that if the Company elects to
pay cash in lieu of Common Stock to satisfy all or any portion of the Conversion
Obligation pursuant to Section 10.03, the Conversion Settlement Date shall be
the Business Day following the last day of the Cash Settlement Averaging Period.

      "Conversion Settlement Distribution" shall have the meaning set forth in
Section 10.03.

      "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 10161 Centurion Parkway, Jacksonville,
FL 32256, Attention: Corporate Trust Administration, 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 Last Reported Sale Prices per share of Common Stock for the first
20 consecutive Trading Days from and including the Ex-Dividend Date with respect
to the issuance, distribution, subdivision or combination requiring such
computation immediately prior to the date in question. 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 the impact of such issuance,
distribution, subdivision, combination or tender or exchange offer on the Last
Reported Sale Price of the Common Stock during such period.

      "Depository" shall have the meaning set forth in Section 2.01(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(j).

      "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 11.01(d).

      "Event of Default" shall have the meaning set forth in Section 6.01.

      "Ex-Dividend Date" means (1) when used with respect to any issuance or
distribution, the first date on which a sale of shares of the Common Stock,
regular way, on the relevant exchange or in the relevant market for the Common
Stock, does not automatically transfer the right to receive such issuance or
distribution from the seller of the Common Stock to its buyer, 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.

                                       2
<PAGE>

      "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 10.03.

      "Fiscal Quarter" shall have the meaning set forth in Section 10.01(a)(i).

      "Fundamental Change" shall have the meaning set forth in Section 3.08(a).

      "Fundamental Change Repurchase Date" shall have the meaning set forth in
Section 3.08(a).

      "Fundamental Change Repurchase Notice" shall have the meaning set forth in
Section 3.08(c).

      "Fundamental Change Repurchase Price" shall have the meaning set forth in
Section 3.08(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 a Depository or a nominee thereof, and to the
extent that such Securities are required to bear the Legend required by Section
2.06(f), 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 August 1 and February 1 of each year,
commencing February 1, 2005.

      "Interest Record Date" means July 15 and January 15 of each year.

      "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.

      "Last Reported Sale Price" means, with respect to the Common Stock or any
other security on any day, the closing sale price per share of the Common Stock
or such other security on such day (or if no closing sale price is reported, the
average of the reported closing bid and ask prices or, if there is more than one
bid or ask price, the average of the average bid and the average ask prices) as
reported in composite transactions for the principal United States securities
exchange on which the Common Stock or such other security is listed, or if the
Common Stock or such other security is not listed on a United States national or
regional securities exchange, as reported by the National Association of
Securities Dealers Automated Quotation System or by the National Quotation
Bureau Incorporated.

      "Legal Holiday" shall have the meaning set forth in Section 12.08.

      "Legend" has the meaning set forth in Section 2.06(f).

      "Liquidated Damages" means the interest that is payable by the Company
pursuant to the Registration Rights Agreement upon an Event (as defined in such
agreement).

      "Liquidated Damages Notice" shall have the meaning set forth in Section
4.07.

      "Make-Whole Percentage" has the meaning set forth in Section 11.01(d).

      "Make-Whole Premium" has the meaning set forth in Section 11.01.

      "Measurement Period" shall have the meaning set forth in Section
10.01(a)(ii).

      "Nonelecting Share" shall have the meaning set forth in Section 10.05.

      "Notice of Conversion" shall have the meaning set forth in Section
10.02(b).

      "Notice of Default" shall have the meaning set forth in Section 6.01.

      "NYSE" means the New York Stock Exchange, Inc.

                                       3
<PAGE>

      "Offering Memorandum" means the offering memorandum dated July 22, 2004
relating to the offering by the Company of the Securities.

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

      "Officers' Certificate" means a written certificate containing the
information specified in Sections 12.04 and 12.05, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 4.03 shall be signed by an authorized
financial or accounting Officer of the Company but need not contain the
information specified in Sections 12.04 and 12.05.

      "Opinion of Counsel" means a written opinion containing the information
specified in Sections 12.04 and 12.05, 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.

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 hereof in exchange for or in lieu
of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or stolen Security.

      "Purchase Agreement" means the Purchase Agreement dated July 22, 2004
between the Company and Jefferies & Company, Inc., as the initial purchaser.

      "Purchased Shares" shall have the meaning set forth in Section
10.04(f)(i).

      "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 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 notice of redemption on
which the Securities may be redeemed in accordance with the terms of the
Securities and this Indenture.

      "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 and Jefferies & Company, Inc., as the
initial purchaser under the Purchase Agreement.

      "Repurchase Date" shall have the meaning set forth in Section 3.07.

      "Repurchase Notice" shall have the meaning set forth in Section
3.07(j)(i).

      "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, including any vice
president, assistant vice president, assistant treasurer, trust officer or any
other officer associated with the corporate trust department of the Trustee who
customarily performs functions similar to those performed by the persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

      "Restricted 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.

      "Schedule TO" means a tender offer statement on a Schedule TO.

                                       4
<PAGE>

      "SEC" means the Securities and Exchange Commission.

      "Securities" means any of the Company's 3.25% Contingent Convertible
Senior Unsecured 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.

      "Stated Maturity" means, with respect to any Security, August 1, 2024.

      "Stock Price" shall have the meaning set forth in Section 11.01(d).

      "Stock Price Cap" shall have the meaning set forth in Section 11.01(d).

      "Stock Price Floor" shall have the meaning set forth in Section 11.01(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" shall have the meaning set forth in Section
3.08(a).

      "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 securities generally
occurs on the principal United States securities exchange on which the Common
Stock then is listed or, if the Common Stock is not listed on a national or
regional securities exchange, on the National Association of Securities Dealers
Automated Quotation System or, if the Common Stock is not quoted on the National
Association of Securities Dealers Automated Quotation System, on the principal
other market on which the Common Stock is then traded or quoted.

      "Trading Price" of the Securities on any Trading Day means the average of
the secondary market bid quotations per Security obtained by the Trustee for
$1,000,000 principal amount of the Securities at approximately 3:30 p.m., New
York City time, on such Trading Day 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 are
obtained, then the average of the two bids shall be used, and if only one such
bid can reasonably be obtained by the Trustee, that one bid shall be used. If
the Trustee cannot reasonably obtain at least one bid for $1,000,000 principal
amount of the Securities from a nationally recognized securities dealer on such
Trading Day, then the Trading Price per $1,000 principal amount of the
Securities will be deemed to be less than 98% of the Last Reported Sale Price of
the Common Stock on such Trading Day 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 preamble 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 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.

                                       5
<PAGE>

      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:

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

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

           (c)    "or" is not exclusive;

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

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

      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 12.02. 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 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.

      (d)    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.

      (e)    If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
outstanding 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. Form and Dating. 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

                                       6
<PAGE>

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 within the
United States 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 Depository (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
"Depository"), 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 Depository 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 Depository.

      (c)    Book-Entry Provisions. This Section 2.01(c) shall apply only to
Global Securities deposited with or on behalf of the Depository.

      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 Depository, (b) shall
be delivered by the Trustee to the Depository or held by the Trustee pursuant to
the Depository'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 an Officer. The signature of the Officer on
the Securities may be manual or facsimile.

      Securities bearing the manual or facsimile signature of an individual who
was, at the time of the execution of the Securities, an Officer shall bind the
Company, notwithstanding that such individual has ceased to hold such office
prior to the authentication and delivery of such Securities or did not hold such
office 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 $150,000,000 (up to $175,000,000
aggregate principal amount if the initial purchaser's option set forth in the
Purchase Agreement is exercised in full) upon one or more Company Orders without
any further action by the Company (other than as contemplated in Section 12.04
and Section 12.05 hereof). The aggregate principal amount of the Securities due
at the Stated Maturity thereof outstanding at any time may not exceed the amount
set forth in the foregoing sentence.

      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 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

                                       7
<PAGE>

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 7.07. 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 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 so becoming due. The
Company shall require each Paying Agent (other than the Trustee) to agree in
writing that the Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee all money and shares of Common Stock held by the
Paying Agent for the making of payments in 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 on July 15 and January 15 a listing of
Securityholders dated within 15 days of the date on which the list is furnished
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.

      (a)    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 may require payment of a sum sufficient to
pay all taxes, assessments or other governmental charges that may be imposed in
connection with the transfer or exchange of the Securities from the
Securityholder requesting such 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 that 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
Fundamental Change 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 purchased in part, the portion thereof not to be
purchased) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed.

      (b)    Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depository, 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(b). Transfers of a
Global Security shall be limited to transfers of such Global Security in whole
or in part, to the Depository, to nominees of the Depository or to a successor
of the Depository or such successor's nominee.

      (c)    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.

      (d)    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 transfer or
exchange of Securities.

      (e)    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.

                                       8
<PAGE>

      (f)    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 each of the Company, the Trustee and the Registrar (if not the same
Person as the Trustee) such satisfactory evidence, which shall include an
opinion of counsel, as may be reasonably required by the Company, the Trustee
and the Registrar (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 or (ii) notification by the Company to the Trustee and
Registrar of the sale of such Security pursuant to a registration statement that
is effective at the time of such sale, the Trustee, at the written direction of
the Company, shall authenticate and deliver a Security that does not bear the
Legend. If the Legend is removed from the face of a Security and the Security is
subsequently held by 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
bona fide purchaser, the Company shall execute and upon its written request the
Trustee shall authenticate and deliver, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount, bearing a 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 bona fide 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 Fundamental Change Repurchase Date, or on Stated Maturity, money or
securities, if permitted hereunder, sufficient to pay Securities payable on that
date (including, in the case of a Fundamental Change Repurchase Date, any
Make-Whole Premium), then immediately after such Redemption Date, Repurchase
Date, Fundamental Change 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.

                                       9
<PAGE>

      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, the Registrar or the Paying Agent, as the case may be, 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 Fundamental Change Repurchase Price in
respect thereof, and Interest or Liquidated Damages thereon, for the purpose of
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) and Section
2.12(e)(i), and (C) transfers of a Certificated Security shall comply with
Section 2.06, Section 2.12(a)(iii) and Section 2.12(a)(iv).

                  (i)     Transfer of Global Security. A Global Security may not
      be transferred, in whole or in part, to any person other than the
      Depository 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)(i) 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:

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

                              (B)   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 Depository account to be
                  credited with such decrease; and

                              (C)   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,

                                       10
<PAGE>

                  then the Trustee shall cause, or direct the Registrar to
                  cause, in accordance with the standing instructions and
                  procedures existing between the Depository 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 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:

                              (A)   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

                              (B)   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 (1), (2) or (3) below,
                  and are accompanied by the following additional information
                  and documents, as applicable:

                                    (1)   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

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

                                    (3)   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:

                              (A)   so long as the Securities are Restricted
                  Securities, certification, in the form set forth in Exhibit C,
                  that such Certificated Security (1) is being transferred to a
                  QIB in accordance with Rule 144A under the Securities Act or
                  (2) is being transferred pursuant to and in compliance with
                  Rule 144 under the Securities Act; and

                              (B)   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 Depository
                  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 Depository
                  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 written order
                  of the Company in the form of an Officers' Certificate, a new
                  Global Security in the appropriate principal amount.

      (b)    Subject to 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

                                       11
<PAGE>

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 under the Securities Act or any successor provision, by an opinion
of counsel having substantial experience in practice under the Securities Act
and otherwise 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 under the Securities Act or such successor provision),
be exchanged for a new Security, of like tenor and aggregate principal amount,
which shall not bear the restrictive Legend. The Company shall inform the
Trustee of the effective date of any registration statement registering the
Securities under the Securities Act. The Trustee shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
aforementioned opinion of counsel or registration statement.

      (d)    As used in the preceding two paragraphs of this Section 2.12, 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) of this
Section 2.12(e) 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
      Depository 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 Depository in the event that (A) the Depository
      has notified the Company that it is unwilling or unable to continue as
      Depository for such Global Security or such Depository has ceased to be a
      "clearing agency" registered under the Exchange Act, and a successor
      Depository is not appointed by the Company within 90 days, (B) at any
      time, the Company, in its sole discretion but to the extent permitted by
      the Depository, determines not to have Securities represented by Global
      Securities, or (C) upon a request by or on behalf of the Depository, a
      beneficial interest in a Global Security may be exchanged for a security
      in registered form in accordance with the Depository's procedures. Any
      Global Security exchanged pursuant to clause (A) above shall be so
      exchanged in whole and not in part, and any Global Security exchanged
      pursuant to clause (B) above may be exchanged in whole or from time to
      time in part as directed by the Depository. 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 Depository 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 Depository shall
      designate and shall bear the applicable legends provided for herein. Any
      Global Security to be exchanged in whole shall be surrendered by the
      Depository 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 Depository 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 Depository or an authorized representative thereof.

                  (iii)   Subject to the provisions of clause (v) of this
      Section 2.12(e), 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.

                  (iv)    In the event of the occurrence of any of the events
      specified in clause (i) of this Section 2.12(e), 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
      Depository (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

                                       12
<PAGE>

      the Depository or any nominee thereof, or under any such Global Security,
      and the Depository 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 any proxy,
      comment, solicitation, waiver or any participation of the Depository, its
      right to exchange such beneficial interest for a Security in registered
      form pursuant to Section 2.12(e)(i) above. Notwithstanding the foregoing,
      nothing herein shall (A) prevent the Company, the Trustee or any agent of
      the Company or the Trustee from giving effect to any written
      certification, proxy or other authorization furnished by the Depository or
      such nominee, as the case may be, or (B) impair, as between the
      Depository, 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 notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption 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 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
August 1, 2009, the Securities will not be redeemable at the Company's option.
Beginning on August 1, 2009, 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, if any, and
accrued and unpaid Liquidated Damages, if any, on the Securities redeemed to
(but excluding) the Redemption Date; provided that if the Redemption Date falls
after an Interest Record Date and on or prior to the related Interest Payment
Date, the Redemption Price shall only be 100% of the principal amount of
Securities to be redeemed and the Company shall pay such accrued and unpaid
Interest to the record holder of the Securities on such Interest Record Date. If
the Company elects to redeem Securities pursuant to this Section 3.01, 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.

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

      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 Depository
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 listed 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 selected to be
redeemed and, in the case of any Securities selected for partial redemption, the
method it has chosen for the selection of the Securities.

      Securities and portions of Securities that are to be redeemed are
convertible pursuant to Section 10.01(a)(iii) by the Holder until the close of
business on the Business Day prior to the Redemption Date. If any Security
selected for partial redemption is converted in part pursuant to Section
10.01(a)(iii) 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. Notice of Redemption. At least 30 days but not more than 60
days before a Redemption Date, the Company shall mail a notice of redemption 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:

            (a)   the Redemption Date;

                                       13
<PAGE>

            (b)   the Redemption Price;

            (c)   the Conversion Rate;

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

            (e)   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;

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

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

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

            (i)   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;

            (j)   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

            (k)   the CUSIP number(s) of the Securities.

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

      Section 3.04. Effect of Notice of Redemption. Once notice of redemption 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) and from and
after such date (unless the Company shall default in the payment of the
Redemption Price) any accrued and unpaid Interest and Liquidated Damages, if
any, on such Securities shall cease to bear Interest. Upon surrender to the
Paying Agent, such Securities shall be paid at the Redemption Price.

      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) money sufficient to pay the
Redemption Price of all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption 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. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in an authorized
denomination equal in principal amount to the unredeemed portion of the Security
surrendered.

      Section 3.07. Repurchase of Securities by the Company at Option of the
Holder. Securities shall be purchased by the Company at the option of the Holder
on August 1, 2009, August 1, 2014 and August 1, 2019 (each, a "Repurchase
Date"), at a purchase price in cash equal to 100% of the principal amount of
those Securities, plus any accrued and unpaid Interest and accrued and unpaid
Liquidated Damages, if any, on those Securities, to (but excluding) such
Repurchase Date (the "Repurchase Price"); provided that if any such Repurchase
Date falls after an Interest Record Payment Date and on or prior to the related
Interest Payment Date, the Repurchase Price shall only be 100% of the principal
amount of those Securities and the Company shall pay such accrued and unpaid
Interest to the record holder of the Securities on such Interest Record Date.
Not later than 25 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:

            (a)   the Repurchase Price and the Conversion Rate;

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

            (c)   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 and the terms of the Securities if the applicable
      Repurchase Notice has been withdrawn in accordance with the terms of this
      Indenture;

                                       14
<PAGE>

            (d)   that Securities must be surrendered to the Paying Agent to
      collect payment;

            (e)   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
      clause (d) above;

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

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

            (h)   the procedures for withdrawing a Repurchase Notice;

            (i)   that, unless the Company defaults in making payment on
      Securities for which a Repurchase Notice has been submitted, Interest or
      Liquidated Damages, if any, on such Securities will cease to accrue on and
      immediately after the Repurchase Date; and

            (j)   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 that the text of such Company Notice is prepared by the Company
and delivered to the Trustee.

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

            (i)   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)   if Certificated Securities have been issued, the
            certificate number of the Security which the Holder will deliver to
            be repurchased or the appropriate Depository procedures if
            Certificated Securities have not been issued for such Security,

                        (B)   the portion of the principal amount of the
            Security 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 Security shall be repurchased by the
            Company as of the Repurchase Date pursuant to the terms and
            conditions specified in Section 5 of the Securities and in this
            Indenture; and

            (ii)  delivery of such Security (together with all necessary
      endorsements) to the Paying Agent at any time after delivery of the
      Repurchase Notice 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 (together with all necessary
      endorsements) 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, a portion of a Security, if the principal amount of such portion
is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the repurchase of all of a Security also apply to the repurchase of
such portion of such Security.

      Any repurchase by the Company contemplated pursuant to the provisions of
this Section 3.07 shall be consummated by the delivery of the consideration to
be received by the Holder promptly following the later of the Business Day
immediately following the Repurchase Date or the time of delivery of the
Security (together with all necessary endorsements).

      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 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
Fundamental Change .

      (a)    If a Fundamental Change occurs (subject to certain exceptions set
forth below), Securities not previously called for redemption or repurchased by
the Company or converted by Holders shall be repurchased by the Company, at the
option of the Holder thereof, at a purchase price in cash equal to 100% of the

                                       15
<PAGE>

principal amount of those Securities, plus any accrued and unpaid Interest, the
Make-Whole Premium, if any, and accrued and unpaid Liquidated Damages, if any,
on those Securities (the "Fundamental Change Repurchase Price") to, but not
including, the date that is 30 days following the date of the notice of a
Fundamental Change by the Company pursuant to Section 3.08(b) (the "Fundamental
Change Repurchase Date"), subject to satisfaction by or on behalf of the Holder
of the requirements set forth in Section 3.08(c). If the Fundamental Change
Repurchase Date falls after an Interest Record Date and on or prior to the
related Interest Payment Date, the Fundamental Change Repurchase Price shall be
only 100% of the principal amount of those Securities and the Company shall pay
such accrued and unpaid Interest and the Make-Whole Premium, if any, to the
record holder of the Securities on such Interest Payment Date.

      A "Fundamental Change" will, subject to the terms of this Indenture, be
deemed to have occurred upon a Change of Control or a Termination of Trading.

      A "Change of Control" will be deemed to have occurred at such time after
the original issuance of the Securities when any of the following has occurred:

            (i)   as indicated by the filing of a Schedule TO under the Exchange
      Act or any other schedule, form, or report under the Exchange Act
      disclosing the acquisition by any Person, including any syndicate or group
      deemed to be a "person" under Section 13(d)(3) of the Exchange Act of
      beneficial ownership, directly or indirectly, through a purchase, merger
      or other acquisition transaction or series of purchase, merger or other
      acquisition transactions, of shares of the Capital Stock of the Company
      entitling that Person to exercise 50% or more of the total voting power of
      all shares of the Capital Stock of the Company entitled to vote generally
      in elections of directors, other than any acquisition by the Company, any
      Subsidiary of the Company, or any of the employee benefit plans of the
      Company (except that any of those Persons shall be deemed to have
      beneficial ownership of all securities it has the right to acquire,
      whether the right is currently exercisable or is exercisable only upon the
      occurrence of a subsequent condition);

            (ii)  the Company consolidates or merges with or into any other
      Person (other than one or more Subsidiaries of the Company), any merger of
      another Person (other than one or more Subsidiaries of the Company) into
      the Company, or any conveyance, transfer, sale, lease or other disposition
      of all or substantially all of the properties and assets of the Company to
      another Person (other than one or more Subsidiaries of the Company), other
      than: (A) any transaction pursuant to which holders of shares of the
      Capital Stock of the Company 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 of the Company entitled to
      vote generally in elections of directors of the continuing or surviving
      Person immediately after giving effect to such issuance, or (B) any
      merger, share exchange, transfer of assets or similar transaction solely
      for the purpose of changing the jurisdiction of incorporation or form of
      organization of the Company 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 Depository
      Shares or other equity interests of the surviving Person or a direct or
      indirect parent of the surviving Person.

      For the purposes of this Section 3.08(a), (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.

      Notwithstanding the foregoing, it shall not be considered a Fundamental
Change if more than 90% of the consideration received by stockholders of the
Company 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 consists of shares of common stock
traded or to be traded immediately following a Change of Control on a national
securities exchange or the Nasdaq National Market or that will be so traded or
quoted when issued or exchanged, and, as a result of the transaction or
transactions, the Securities become convertible into that common stock (and any
rights attached thereto).

      A "Termination of Trading" will be deemed to have occurred if the Common
Stock of the Company (or other common stock into which the notes are then
convertible) is neither listed for trading on a United States national
securities exchange nor approved for trading on the Nasdaq National Market.

      (b)    No later than 30 days after the occurrence of a Fundamental Change
that is not subject to the exception set forth in Section 3.08(a), the Company
shall mail a Company Notice of the Fundamental Change 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 Fundamental Change Repurchase
Notice to be completed by the Holder and shall state:

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

                                       16
<PAGE>

                  (ii)    the date by which the Fundamental Change 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 Fundamental Change Repurchase Date;

                  (iv)    the Fundamental Change Repurchase Price (exclusive of
      any Make-Whole Premium);

                  (v)     whether a Make-Whole Premium is payable, and if so,
      the Stock Price, Effective Date and Make-Whole Percentage to be used in
      calculating such Make-Whole Premium;

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

                  (vii)   the Conversion Rate;

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

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

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

                  (xi)    briefly, the procedures the Holder must follow to
      exercise rights under this Section 3.08;

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

                  (xiii)  the procedures for withdrawing a Fundamental Change
      Repurchase Notice;

                  (xiv)   that, unless the Company defaults in making payment of
      such Fundamental Change Repurchase Price, Interest and Liquidated Damages,
      if any, on Securities surrendered for purchase by the Company will cease
      to accrue immediately on the Fundamental Change Repurchase Date; and

                  (xv)    the CUSIP number(s) 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, in all
cases, 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 "Fundamental Change Repurchase
Notice") to the Paying Agent at any time before the close of business on the
Business Day immediately preceding the Fundamental Change Repurchase Date
stating:

                  (i)     the certificate number of the Security which the
      Holder will deliver to be purchased or the appropriate Depository
      procedures if Certificated Securities have not been issued;

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

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

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

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

      Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.08 shall be consummated by the delivery of the Fundamental Change
Repurchase Price to be received by the Holder on the later of the Business Day

                                       17
<PAGE>

immediately following the Fundamental Change Repurchase Date or the time of
book-entry transfer or delivery of such Security (together with all necessary
endorsements).

      Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Fundamental Change Repurchase Notice contemplated by this
Section 3.08(c) shall have the right to withdraw such Fundamental Change
Repurchase Notice at any time prior to the close of business on the Business Day
immediately preceding the Fundamental Change 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 Fundamental Change Repurchase Notice or written withdrawal thereof.

      The Company will not be required to make a Fundamental Change offer upon a
Fundamental Change if a third party makes the Fundamental Change offer in the
manner, at the times and otherwise in compliance with the requirements set forth
herein applicable to a Fundamental Change offer made by the Company and
purchases all Securities validly tendered and not withdrawn under such
Fundamental Change offer; provided, however, that if a holder of Securities
provides a Fundamental Change Repurchase Notice to such third party, such notice
shall also be deemed to have been made to the Company in the event that the
third party defaults in its obligation to repurchase the Securities.

      Section 3.09. Effect of Repurchase Notice or Fundamental Change Repurchase
Notice.

      (a)    Payment of the Repurchase Price or the Fundamental Change
Repurchase Price for a Security for which a Repurchase Notice or a Fundamental
Change Repurchase Notice, as the case may be, has been delivered and not
withdrawn in accordance with Section 3.09(b) or Section 3.09(c), as the case may
be, is conditioned upon book-entry transfer or delivery of the Security,
together with necessary endorsements, to the Paying Agent at any time after
delivery of the Repurchase Notice or the Fundamental Change Repurchase Notice,
as the case may be. The Company shall pay the Repurchase Price or the
Fundamental Change Repurchase Price to the Paying Agent promptly following the
later of the Repurchase Date or the Fundamental Change Repurchase Date or the
time of book-entry transfer or delivery of the purchased Securities. If the
Paying Agent holds money or securities sufficient to pay the Repurchase Price or
the Fundamental Change Repurchase Price on the Business Day immediately
following the Repurchase Date or the Fundamental Change Repurchase Date, then:

                  (i)     the purchased Securities will cease to be outstanding
      and interest and Liquidated Damages, if any, will cease to accrue, and

                  (ii)    all other rights of the Holders of such purchased
      Securities will terminate (other than the right to receive the Repurchase
      Price or the Fundamental Change Repurchase Price upon delivery or transfer
      of such purchased Securities),

in each case, whether or not book-entry transfer of the purchased Securities is
made or whether or not the purchased Securities are delivered to the Paying
Agent.

      Securities in respect of which a Repurchase Notice or Fundamental Change
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 Fundamental Change Repurchase Notice unless such Repurchase
Notice or Fundamental Change Repurchase Notice has first been validly withdrawn
in accordance with Section 3.09(b) or Section 3.09(c).

      (b)    A Repurchase Notice or Fundamental Change 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 Fundamental Change
Repurchase Notice, as the case may be, at any time prior to the close of
business on the Repurchase Date or prior to the Business Day immediately
preceding the Fundamental Change Repurchase Date, as the case may be,
specifying:

                  (i)     the certificate number of the Security in respect of
      which such notice of withdrawal is being submitted or the appropriate
      Depository procedures if Certificated Securities have not been issued for
      such Security,

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

                  (iii)   the principal amount, if any, of such Security which
      remains subject to the original Repurchase Notice or Fundamental Change
      Repurchase Notice, as the case may be, and which has been or will be
      delivered for purchase by the Company.

      (c)    There shall be no purchase 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 Fundamental Change Repurchase Notice, as the case may be) and is continuing
an Event of Default (other than a default that is cured by the payment of the
Repurchase Price or Fundamental Change Repurchase Price, as the case may be,
with respect to such Securities). The Paying Agent will promptly return to the

                                       18
<PAGE>

respective Holders thereof any Securities (x) with respect to which a Repurchase
Notice or Fundamental Change Repurchase Notice, as the case may be, has been
withdrawn in compliance with this Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default that is cured by the
payment of the Repurchase Price or Fundamental Change Repurchase Price, as the
case may be, with respect to such Securities) in which case, upon such return,
the Repurchase Notice or Fundamental Change Repurchase Notice with respect
thereto shall be deemed to have been withdrawn.

      Section 3.10. Deposit of Repurchase Price or Fundamental Change Repurchase
Price. Prior to 10:00 a.m. (local time in the City of New York) on the Business
Day immediately following the Repurchase Date or the Fundamental Change
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
as provided in Section 2.04) an amount of cash in immediately available funds
sufficient to pay the aggregate Repurchase Price or Fundamental Change
Repurchase Price, as the case may be, of all the Securities or portions thereof
which are to be purchased as of the Repurchase Date or Fundamental Change
Repurchase Date, as the case may be.

      Section 3.11. Securities Purchased in Part. Any Certificated Security
which is to be purchased only in part shall be surrendered at the office of the
Paying Agent (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and 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
purchased.

      Section 3.12. Covenant to Comply with Securities Laws upon Purchase of
Securities. When complying with the provisions of Section 3.07 or 3.08 hereof
the Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (and any other
tender offer rules or successor provisions) under the Exchange Act, (ii) file
the Schedule TO (or any other required schedule or successor schedule, form or
report) if required 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.

      Section 3.13. Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company any cash that remains unclaimed as provided in
Section 12 of the Securities, together with interest, if any, thereon (subject
to the provisions of Section 7.01(f)), held by them for the payment of the
Repurchase Price or Fundamental Change Repurchase Price, as the case may be;
provided, however, that to the extent that the aggregate amount of cash
deposited by the Company pursuant to Section 3.10 exceeds the aggregate
Repurchase Price or Fundamental Change Repurchase Price, as the case may be, of
the Securities or portions thereof which the Company is obligated to purchase as
of the Repurchase Date or Fundamental Change Repurchase Date, as the case may
be, then, unless otherwise agreed in writing with the Company, promptly after
the Business Day following the Repurchase Date or Fundamental Change Repurchase
Date, as the case may be, the Trustee shall return any such excess to the
Company together with interest, if any, thereon (subject to the provisions of
Section 7.01(f)).

                                    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 Fundamental Change 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 Fundamental Change Repurchase Price, on the Business Day immediately
following the applicable Repurchase Date or Fundamental Change 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; provided that any such reports,
information or documents filed with the SEC pursuant to its Electronic Data and
Gathering Analysis and Retrieval System shall be deemed filed with the Trustee.
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 Officers' Certificates).

                                       19
<PAGE>

      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 December 31, 2004) an Officers'
Certificate, stating whether or not to the knowledge of the 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 they 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 Bank of New York Trust Company, N.A.
located at 10161 Centurion Parkway, Jacksonville, FL 32256, Attention: Corporate
Trust Administration, 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 12.02.

      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, 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 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. Unless and until the Trustee
shall receive at the Corporate Trust Office a Liquidated Damages Notice, the
Trustee may assume without inquiry that no Liquidated Damages are owed.

                                    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 (i) the Company shall be the continuing corporation or (ii)
the Person (if other than the Company) formed by such consolidation or into
which the Company is merged or the Person that acquires by conveyance, transfer,
sale, lease or other disposition all or substantially all of the properties and
assets of the Company (A) shall be organized and validly existing under the laws
of the United States or any State thereof or the District of Columbia and (B)
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)    then or 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

                                       20
<PAGE>

      (c)    the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, sale, 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.

      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
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":

            (a)   following the exercise by the Holder of the right to convert a
      Security in accordance with Article 10 hereof, the Company (x) fails to
      deliver the cash, shares of Common Stock, or the required combination of
      cash and shares of Common Stock required to be delivered as part of the
      applicable Conversion Settlement Distribution on the applicable Conversion
      Settlement Date;

            (b)   the Company defaults in its obligation to repurchase any
      Security, or any portion thereof, or pay a Make-Whole Premium, if any is
      due, 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;

            (c)   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;

            (d)   the Company fails to provide notice to Holders of a
      Fundamental Change when due;

            (e)   the Company defaults in the payment of the principal amount of
      any Security when the same becomes due and payable at its Stated Maturity;

            (f)   the Company defaults in the payment of any Interest or
      Liquidated Damages, if any, when due and payable, and continuance of such
      default for a period of 30 days past the applicable due date;

            (g)   the Company fails to comply with any of the terms, agreements
      or covenants of the Company in the Securities or this Indenture (other
      than those referred to in clause (a) through clause (f) above) and such
      failure continues for 60 days after receipt by the Company of a Notice of
      Default;

            (h)   a failure to pay when due at maturity or a default, event of
      default or other similar condition or event (however described) that
      results in the acceleration of maturity of any indebtedness of the Company
      or any Designated Subsidiary in an aggregate amount of $25 million or
      more, unless the acceleration is rescinded, stayed or annulled within 30
      days after written notice of default is given to the Company by the
      Trustee or Holders of not less than 25% in aggregate principal amount of
      the Securities then outstanding;

            (i)   the entry by a court having jurisdiction in the premise of (A)
      a decree or order for relief in respect of the Company, any Designated
      Subsidiary or any group of two or more Subsidiaries that, taken as a
      whole, would constitute a Designated Subsidiary of an involuntary case or
      proceeding under any applicable bankruptcy, insolvency, reorganization or
      other similar law or (B) a decree or order adjudging the Company, 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, 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 described in
      clause (A) or (B) above unstayed and in effect for a period of 90
      consecutive days; and

                                       21
<PAGE>

            (j)   the commencement by the Company, 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 to
      the entry of a decree or order for relief in respect of the Company, 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, 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, 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, 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, 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, clause (g) 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 (g) above after actual receipt of such notice. Any such notice must
specify the default, demand that it be remedied and state that such notice is a
"Notice of Default."

      For the avoidance of doubt, a reorganization or dissolution of Ocwen
Federal Bank FSB in connection with its voluntary termination of its status as a
federal savings bank under the supervision of the Office of Thrift Supervision
and the Federal Deposit Insurance Corporation will not constitute an Event of
Default pursuant to clauses (i) and (j) above.

      The Trustee shall, within 90 days of the occurrence of an Event of Default
known to it, give to the Holders of the Securities notice of all uncured Events
of Defaults known to it and written notice of any event which, with the giving
of notice or the lapse of time, or both, would become an Event of Default, its
status and what action the Company is taking or proposes to take with respect
thereto; provided, however, that the Trustee shall be protected in withholding
such notice if it, in good faith, determines that the withholding of such notice
is in the best interest of such Holders, except in the case of an Event of
Default specified in clauses (a) through (e) of this Section 6.01.

      Section 6.02. Acceleration. If an Event of Default (other than an Event of
Default specified in Section 6.01(i) or 6.01(j) 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(i) or 6.01(j) 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 would not conflict with any judgment or decree and 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. 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 Default shall not
impair the right or remedy or constitute a waiver of, or acquiescence in, the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative.

      Section 6.04. Waiver of Past Defaults. The Holders of a majority in
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 (a) an Event of

                                       22
<PAGE>

Default described in Section 6.01 clauses (a) through (f) or (b) 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, through
the written consent of such Holders, 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, except in the case of
an Event of Default specified in Section 6.01(e) and Section 6.01(f), unless:

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

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

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

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

            (e)   the Holders of a majority in aggregate principal amount of the
      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.

      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 Fundamental Change 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 (a) through (f) 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 the
amounts provided for in Section 7.07.

      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 7.07) 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

                                       23
<PAGE>

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 7.07.

      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:

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

      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. 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.

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

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

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

                                       24
<PAGE>

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

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

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

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

      Subparagraphs (c)(i), (ii) and (iii) 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)    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.

      (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 Officers' Certificate;

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

      (d)    the Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith which it 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
reasonably satisfactory to it against the costs, expenses and liabilities which
may be incurred therein or thereby;

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

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

                                       25
<PAGE>

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

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

      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 7.10 and 7.11.

      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. Notice of Defaults. 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 10 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 (a) through (f), the
Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the interest
of the 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 7.06. 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 May 15 that
complies with TIA Section 313(a), if required by such Section 313(a). The
Trustee also shall comply with TIA Section 313(b).

      A copy of each report at the time of its mailing to 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
whenever the Securities become listed on any securities exchange and of any
delisting thereof.

      Section 7.07. 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

                                       26
<PAGE>

(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 7.07, 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, Fundamental Change
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 7.07 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(i) or 6.01(j), the expenses, including the
reasonable charges and expenses of its counsel, are intended to constitute
expenses of administration under any bankruptcy law.

      Section 7.08. 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
7.08. 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 7.10;

      (b)    the Trustee is adjudged bankrupt or insolvent;

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

      (d)    the Trustee otherwise becomes incapable of acting.

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

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company satisfactory in form and substance to
the retiring Trustee and the Company. Thereupon the resignation or removal of
the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Securityholders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 7.07.

      If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, 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 7.10, 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 7.08, 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 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

      Section 7.10. 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 SEC the application referred to in the penultimate paragraph of TIA Section
310(b).

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

                                       27
<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 7.07, cease to be of further
effect. The Trustee shall join in the execution of a document prepared by the
Company acknowledging satisfaction and discharge of this Indenture on demand of
the Company accompanied by an Officers' Certificate and Opinion of Counsel 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, 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 (including the terms and conditions of the Securities) or
the Securities without the consent of any Securityholder to:

            (a)   add guarantees with respect to the Securities or securing the
      Securities;

            (b)   add to the covenants of the Company or the Events of Default
      for the benefit of the Holders of Securities;

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

            (d)   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;

            (e)   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;

            (f)   increase the Conversion Rate; provided, however, that such
      increase in the Conversion Rate shall not adversely affect the interests
      of the Holders of Securities;

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

            (h)   make any changes or modifications necessary in connection with
      the registration of the Securities under the Securities Act as
      contemplated in the Registration Rights Agreement; provided, however, that
      such change or modification does not, in the good faith opinion of the
      Board of Directors of the Company (as evidenced by a Board Resolution) and
      the Trustee, adversely affect the interests of the Holders of Securities
      in any material respect;

            (i)   make any changes necessary to cure any ambiguity or to correct
      any inconsistency or supplement any provision herein which may be
      inconsistent with any other provision herein or which is otherwise
      defective; provided, however, that any such cure, correction or supplement
      shall not adversely affect the interests of the Holders of Securities in
      any material respect; provided further that any such cure, correction or
      supplement made solely to conform the provisions of this Indenture to the
      "Description of the Notes" contained in the Offering Memorandum will not
      be deemed to adversely affect the interests of the Holders of Securities;

            (j)   establish the form of Securities if issued in definitive form
      (substantially in the form of Exhibit B);

            (k)   evidence and provide for the acceptance of the appointment
      under this Indenture of a successor Trustee in accordance with the terms
      of this Indenture;

            (l)   add or modify any other provisions herein with respect to
      matters or questions arising hereunder that the Company and the Trustee
      may deem necessary or desirable and that will not materially adversely
      affect the interests of the Holders of Securities; provided that any
      addition or modification made solely to conform the provisions of this

                                       28
<PAGE>

      Indenture to the "Description of the Notes" in the Offering Memorandum
      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 (including the terms and conditions of the
Securities) 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 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
      Fundamental Change Repurchase Price or Make-Whole Premium on, any
      Security;

            (c)   impair the conversion rights of any Holder of Securities or
      reduce the number of shares of Common Stock of the Company or any other
      property receivable upon conversion;

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

            (e)   alter the manner of calculation or rate of accrual of
      Interest, Liquidated Damages or Make-Whole Premium on any Security, or
      extend the time for payment of any such 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 Section 3.07 (including after a Change of
      Control), except as otherwise permitted pursuant to Article 5 or Section
      10.05 hereof;

            (h)   modify the provisions of Section 3.01, 3.02, 3.03, 3.04, 3.05
      or 3.06 in a manner adverse to the Holders of the Securities;

            (i)   modify the obligation of the Company to maintain an office or
      agency in the places and for the purposes specified in this Indenture;

            (j)   modify the aggregate principal amount of outstanding
      Securities required to amend, modify or supplement this Indenture or the
      Security or waive a prior 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

            (k)   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. The failure
to give such notice to each Holder, or any defect therein, shall not impair or
affect the validity of an amendment under this Section 9.02.

      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

                                       29
<PAGE>

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 9 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 Trustee shall
receive, and (subject to the provisions of Section 7.01) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such supplemental indenture 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 Article
10 (including without limitation the Company's right, in its sole and absolute
discretion, to satisfy its Conversion Obligation in any manner permitted
pursuant to Section 10.03), a Holder of a Security shall have the right, at such
Holder's option, to convert all or any portion (if the portion to be converted
is $1,000 principal amount or an integral multiple thereof) of such Security at
any time prior to the close of business on the Stated Maturity at the Conversion
Rate (the "Conversion Obligation") in effect on the date of conversion:

                  (i)     during any fiscal quarter of the Company (a "Fiscal
      Quarter") (and only during such Fiscal Quarter) commencing after September
      30, 2004, if the Last Reported Sale Price of the Common Stock for at least
      20 consecutive Trading Days in the 30 consecutive Trading Day period
      ending on the last Trading Day of the immediately preceding Fiscal Quarter
      was more than 125% of the Conversion Price in effect on that 30th Trading
      Day;

                  (ii)    during the five consecutive Business Day period
      immediately after any five consecutive Trading Day period (the
      "Measurement Period") in which the Trading Price per $1,000 principal
      amount of the Securities for each day of such Measurement Period was less
      than 98% of the product of the Last Reported Sale Price of the Common
      Stock on such date and the Conversion Rate on such date; provided,
      however, that Securities may not be converted in reliance on this
      subsection after August 1, 2019 if on any Trading Day during the
      Measurement Period the Last Reported Sale Price of the Common Stock was
      between 100% and 125% of the Conversion Price on such Trading Day.

                  (iii)   at any time prior to the close of business on the
      Business Day prior to the Redemption Date, if such Security has been
      called for redemption pursuant to Article 3 hereof, even if the Securities
      are not otherwise convertible at that time;

                  (iv)    as provided in clause (b) of this Section 10.01; or

                  (v)     from and after the date of the occurrence of an
      Accounting Event following the date of the Offering Memorandum, if the
      Company, at its option in its sole discretion, elects, by providing notice
      to the Trustee and the Holders, to permit conversion without regard to the
      fulfillment of the contingencies set forth in clauses 10.01(a)(i), (ii),
      (iii) and (iv).

      The Company or a designated agent shall determine on a daily basis whether
the Securities shall be convertible as a result of the occurrence of an event
specified in clause (a) above and, if the Securities shall be so convertible,
the Company shall promptly deliver to the Trustee and the Conversion Agent
written notice thereof. Whenever the Securities shall become convertible
pursuant to this Section 10.01, the Company or, at the Company's 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 12.02, and the Company shall also promptly publicly announce such
information. Any notice so given shall be conclusively presumed to have been
duly given, whether or not the Holder receives such notice.

      (b)    In the event that:

                                       30
<PAGE>

                  (i)     (x) the Company distributes to all holders of Common
      Stock rights entitling them to purchase, for a period expiring within
      sixty (60) days after the date of such distribution, Common Stock at a
      price per share less than the Last Reported Sale Price of the Common Stock
      on the Business Day immediately preceding the announcement of such
      distribution; or (y) the Company elects to distribute to all holders of
      Common Stock, cash or other assets, debt securities or certain rights to
      purchase the Company's securities, which distribution has a per share
      value as determined by the Board of Directors (which determination shall
      be conclusive) exceeding 10% of the Last Reported Sale Price of the Common
      Stock on the Business Day immediately preceding the announcement date 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.

                  (ii)    A Change of Control occurs and such Change of Control
      constitutes a Fundamental Change, then the Securities may be surrendered
      for conversion at any time from and after the date that is 15 days prior
      to the anticipated effective date of such transaction until 15 days after
      the effective date of the transaction.

      Notwithstanding the foregoing, the Securities will not be convertible
pursuant to clause (i) above and no adjustment to the Conversion Rate will be
made if the Company provides that Holders of Securities will participate in such
distribution without conversion.

      (c)    In addition, if the transaction described in Section 10.02(b)(ii)
occurs before August 1, 2009, the Company will pay the Make-Whole Premium in
connection with the conversion of the Securities pursuant to Section 11.01.

      Section 10.02. Conversion Procedure; Conversion Rate; Fractional Shares.

      (a)    Subject to Section 10.01 and the Company's rights under Section
10.03, each Security shall be convertible at the office of the Conversion Agent
into fully paid and nonassessable shares (calculated to the nearest 1/100th of a
share) of Common Stock. The rate at which shares of Common Stock shall be
delivered upon conversion (the "Conversion Rate") shall be initially 82.1693
shares of Common Stock for each $1,000 principal amount of Securities. The
Conversion Rate shall be adjusted in certain instances as provided in Section
10.04 hereof, but shall not be adjusted for any accrued and unpaid Interest or
Liquidated Damages, if any. Upon conversion, no payment shall be made by the
Company with respect to any accrued and unpaid Interest, if any. Instead, such
amount shall be deemed paid by the applicable Conversion Settlement Distribution
delivered upon conversion of any Security. In addition, no payment or adjustment
shall be made in respect of dividends on the Common Stock with a record date
prior to the Conversion Date. Notwithstanding the foregoing, upon conversion a
Holder shall receive any accrued and unpaid Liquidated Damages to the Conversion
Date. The Company shall not issue any fraction of a share of Common Stock in
connection with any conversion of Securities, but instead shall, subject to
Section 10.04 hereof, make a cash payment (calculated to the nearest cent) equal
to such fraction multiplied by the Last Reported Sale Price of the Common Stock
on the Trading Day immediately preceding the Conversion Settlement Date.

      (b)    Before any Holder of a Security shall be entitled to convert the
same into Common Stock, such Holder shall (1) in the case of Global Securities,
comply with the procedures of the Depository in effect at that time and furnish
appropriate endorsement and transfer documents, and (2) in the case of
Certificated Securities, surrender such Securities, duly endorsed to the Company
or in blank (and accompanied by appropriate endorsement and transfer documents),
at the office of the Conversion Agent, and give written notice to the Company in
the form on the reverse of such Certificated Security (or a facsimile thereof)
(a "Notice of Conversion") at said office or place that such Holder elects to
convert the same and shall state in writing therein the principal amount of
Securities to be converted and the name or names (with addresses) in which such
Holder wishes the certificate or certificates for Common Stock included in the
Conversion Settlement Distribution, if any, to be registered.

      Before any such conversion, a Holder also shall pay all taxes or duties,
if any, as provided in Section 10.06 and any amount payable pursuant to Section
10.02(g).

      If more than one Security shall be surrendered for conversion at one time
by the same Holder, the number of full shares of Common Stock, if any, that
shall be deliverable upon conversion as part of the Conversion Settlement
Distribution shall be computed on the basis of the aggregate principal amount of
the Securities (or specified portions thereof to the extent permitted thereby)
so surrendered.

      (c)    A Security shall be deemed to have been converted immediately prior
to the close of business on the date (the "Conversion Date") that is the latest
of: (i) the date the Holder has complied with Section 10.02(b), (ii) the
expiration of the Cash Settlement Notice Period or (iii) if the Company elects
to pay cash in lieu of Common Stock pursuant to Section 10.03, the expiration of
the Conversion Retraction Period.

      (d)    Subject to the next succeeding sentence, the Company will, on the
Conversion Settlement Date, (i) pay the cash component (including cash in lieu
of any fraction of a share to which such Holder would otherwise be entitled), if
any, of the Conversion Settlement Distribution determined pursuant to Section
10.03 to the Holder of a Security surrendered for conversion, or such Holder's

                                       31
<PAGE>

nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the
Conversion Agent or to such Holder, or such Holder's nominee or nominees,
certificates or a book-entry transfer through the Depository for the number of
full shares of Common Stock, if any, to which such Holder shall be entitled as
part of such Conversion Settlement Distribution.

      (e)    In case any Security shall be surrendered for partial conversion,
the Company shall execute and the Trustee shall authenticate and deliver to or
upon the written order of the Holder of the Security so surrendered, without
charge to such Holder (subject to the provisions of Section 10.06 hereof), a new
Security or Securities in authorized denominations in an aggregate principal
amount equal to the unconverted portion of the surrendered Securities.

      (f)    By delivering the applicable Conversion Settlement Distribution
upon conversion of any Security to the Conversion Agent or to the Holder or such
Holder's nominee or nominees, the Company will have satisfied in full its
Conversion Obligation with respect to such Security (other than any Make-Whole
Premium payable pursuant to Section 11.02), and upon such delivery accrued and
unpaid Interest, if any, with respect to such Security will be deemed to be paid
in full rather than canceled, extinguished or forfeited.

      (g)    If a Securityholder delivers a Notice of Conversion after the
Interest Record Date for a payment of Interest but prior to the corresponding
Interest Payment Date, such Securityholder must pay to the Company, at the time
such Securityholder surrenders Securities for conversion, an amount equal to the
Interest excluding, for the avoidance of doubt, Liquidated Damages, if any, that
has accrued and will be paid on the related Interest Payment Date. This Section
10.02(g) shall not apply to a Securityholder that converts Securities after an
Interest Record Date for a payment of Interest but on or prior to the
corresponding Interest Payment Date if (1) the Company has specified a
Redemption Date during such period, (2) the Company has specified a Fundamental
Change Repurchase Date during such period or (3) to the extent of any overdue
Interest if any overdue Interest exists at the time of conversion with respect
to the Securities converted. Notwithstanding the foregoing, the Company shall
refund any amount paid by a Securityholder pursuant to this Section 10.02(g) if
the Cash Settlement Notice Period or, if the Company elects to pay cash in lieu
of Common Stock pursuant to Section 10.03, the Cash Settlement Averaging Period,
ends on or subsequent to the Interest Payment Date immediately following the
date such Securityholder delivered a Notice of Conversion. Such refunded amount
shall be paid at the time of delivery of the Conversion Settlement Distribution
following conversion of any Securities.

      Section 10.03. Payment upon Conversion. If a Holder elects to convert all
or any portion of a Security into shares of Common Stock as set forth in Section
10.01 and the Company receives such Holder's Notice of Conversion on or prior to
the day that is 20 calendar days prior to the Stated Maturity, or with respect
to Securities called for redemption pursuant to Section 3.01, the applicable
Redemption Date (the "Final Notice Date"), the Company may choose to satisfy all
or any portion of its Conversion Obligation in cash. Upon such election, the
Company will notify such Holder through the Trustee of the dollar amount to be
satisfied in cash (which must be expressed either as 100% of the Conversion
Obligation or as a fixed dollar amount) at any time on or before the date that
is two Business Days following the Company's receipt of the Notice of Conversion
as specified in Section 10.02 (such period, the "Cash Settlement Notice
Period"). If the Company elects to pay cash for any portion of the Common Stock
otherwise issuable to such Holder, the Conversion Notice may be retracted by the
Holder at any time during the two Business Day period immediately following the
Cash Settlement Notice Period (the "Conversion Retraction Period"); no such
retraction can be made (and a Notice of Conversion shall be irrevocable) if the
Company does not elect to deliver cash in lieu of shares of Common Stock (other
than cash in lieu of fractional shares). With respect to any Notice of
Conversion received by the Company prior to the Final Notice Date, the
"Conversion Settlement Distribution" for any Security subject to such Notice of
Conversion shall consist of cash, Common Stock or a combination thereof, as
selected by the Company as set forth below:

                  (i)     If the Company elects to satisfy the entire Conversion
      Obligation in shares of Common Stock, the Conversion Settlement
      Distribution shall be a number of shares of Common Stock, for each $1,000
      principal amount of Securities, equal to the then current Conversion Rate.

                  (ii)    If the Company elects to satisfy the entire Conversion
      Obligation in cash, the Conversion Settlement Distribution shall be cash
      in an amount equal to the product of:

                              (A)   the applicable Conversion Rate, and

                              (B)   the average Last Reported Sale Price of the
                  Common Stock for the 20 Trading Days in the Cash Settlement
                  Averaging Period.

                  (iii)   If the Company elects to satisfy a fixed portion
      (other than 100%) of the Conversion Obligation in cash, the Conversion
      Settlement Distribution shall consist of such cash amount ("Cash Amount")
      and a number of shares of Common Stock equal to the greater of (1) zero
      and (2) the excess, if any, of the number of shares of Common Stock
      calculated as set forth in clause (i) above over the number of shares
      equal to the sum, for each day of the Cash Settlement Averaging Period, of
      (x) 5% of the Cash Amount, divided by (y) the Last Reported Sale Price of
      the Common Stock on such day.

                                       32
<PAGE>

      (b)    At any time on or before any Final Notice Date, the Company will
notify the Trustee if it intends to satisfy all or any portion of the Conversion
Obligation with respect to conversions of Securities for which the Company
receives a Notice of Conversion after such Final Notice Date in cash and the
dollar amount to be satisfied in cash (which must be expressed either as 100% or
as a fixed dollar amount). In such case, such Notice of Conversion will not be
retractable and the applicable Conversion Settlement Distribution will be
computed in the same manner as set forth in clause (a) above except that the
Cash Settlement Averaging Period shall be the 10 Trading Days beginning on the
first day following the Company's receipt of the Notice of Conversion.

      (c)    Notwithstanding anything to the contrary in this Indenture, at any
time prior to Stated Maturity, the Company may irrevocably elect, in its sole
discretion without the consent of the Holders, by notice to the Trustee and the
Holders, to satisfy the Conversion Obligation in cash by paying 100% of the
principal amount of the Securities converted after the date of such election.
After making such election, the Company shall satisfy the remainder of the
Conversion Obligation to the extent it exceeds the principal amount in Common
Stock. Settlement amounts shall be computed and settlement dates shall be
determined in the same manner as set forth above under clause (a); provided that
(i) notice of the election to deliver cash for the principal amount will be
deemed to have been provided on the last date of the Cash Settlement Notice
Period and the Company will not be required to make any further election prior
to the Final Notice Date (and will not deliver any further notice thereof
following the Conversion Date); (ii) the Notice of Conversion will not be
retractable; (iii) the Cash Settlement Averaging Period shall be the 20 Trading
Days beginning on the first day following the Company's receipt of the Notice of
Conversion; and (iv) the Cash Amount shall be the lesser of (A) (x) the number
of shares of Common Stock, calculated as set forth above in clause (a)(i),
multiplied by (y) the average Last Reported Sale Price of the Common Stock
during the Cash Settlement Averaging Period and (B) 100% of the principal amount
of a Security.

      (d)    If the Company elects to satisfy a fixed portion (other than 100%)
of the Conversion Obligation in cash, the Cash Amount shall be allocated first
to the satisfaction of any accrued and unpaid Interest, if any, on the
Securities.

      (e)    In addition, if applicable pursuant to Article 11 hereof, the
Company shall pay the Make-Whole Premium to Holders surrendering Securities for
conversion. Payment of the Make-Whole Premium to Holders surrendering their
Securities for conversion or repurchase will be made upon the later of: (i) the
Fundamental Change Repurchase Date and (ii) the Conversion Settlement Date for
the Securities. The Company will pay the Make-Whole Premium in the
consideration, as applicable, into which its shares of Common Stock were
converted, exchanged or acquired, except that the Company will pay cash in lieu
of fractional interests in any security or other property delivered in
connection with such transaction.

      Section 10.04. Adjustment of Conversion Rate. The Conversion Rate shall be
adjusted (without duplication) 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 of such dividend or other
distribution by a fraction,

                  (i)     the numerator of which shall be the sum of (x) the
      number of shares of Common Stock outstanding on such Record Date fixed for
      the dividend or distribution plus (y) the total number of shares
      constituting the dividend or distribution, and

                  (ii)    the denominator of which is the number of shares of
      Common Stock outstanding on the Record Date fixed for the dividend or
      distribution;

such increase to become effective immediately after the opening of business on
the day following the Record Date. For the purpose of this paragraph (a), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company. The Company will not pay any
dividend or make any distribution on shares of Common Stock held in the treasury
of the Company. If any dividend or distribution of the type described in this
Section 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 distribute rights or warrants (other than
pursuant to any dividend reinvestment or share purchase plan) to all holders of
its outstanding shares of Common Stock entitling them (for a period expiring
within 60 days after the date of such issuance) to subscribe for or purchase
shares of Common Stock at a price per share less than the Last Reported Sale
Price of the Common Stock on the Record Date for such distribution, the
Conversion Rate shall be adjusted so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to the
date fixed for determination of stockholders entitled to receive such rights or
warrants by a fraction,

                  (i)     the numerator of which shall be the sum of (x) the
      number of shares of Common Stock outstanding at the close of business on
      the Record Date fixed for the distribution plus (y) the total number of
      additional shares of Common Stock offered for purchase (or into which such
      convertible securities could be converted), and

                                       33
<PAGE>

                  (ii)    the denominator of which shall be the sum of (x) the
      number of shares of Common Stock at the close of business on the Record
      Date fixed for the distribution plus (y) the total number of shares of
      Common Stock that the aggregate offering price of the total number of
      shares offered for subscription or purchase (or the aggregate conversion
      price of such convertible securities) would purchase at the Current Market
      Price of the Common Stock on such date.

      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 following the Record Date for the issuance of 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 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 Last Reported Sale Price of the Common Stock, 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 holders of its Common Stock shares of any class of Capital Stock of the
Company, debt securities, assets or rights or warrants to purchase securities of
the Company (excluding (x) any dividend or distribution paid exclusively in cash
or (y) any dividend, distribution or issuance referred to in Section 10.04(a) or
(b)) (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 per share of the Common Stock on such Record Date plus the Fair
      Market Value, as determined by the Board of Directors, of the portion of
      those assets, debt securities, shares of any class of Capital Stock of the
      Company or rights or warrants so distributed applicable to one share of
      Common Stock; and

                  (ii)    the denominator of which shall be the Current Market
      Price per share of the Common Stock on the Record Date,

such adjustment to become effective immediately prior to the opening of business
on the day following such Record Date; provided, however, that in the event (1)
the then Fair Market Value (as so determined) of the portion of the Distributed
Assets so distributed applicable to one share of Common Stock is equal to or
greater than the Current Market Price of the Common Stock on the Record Date or
(2) the Current Market Price of the Common Stock on the Record Date exceeds the
then Fair Market Value (as so determined) of the portion of the Distributed
Assets so distributed applicable to one share of Common Stock by less than
$1.00, in lieu of the foregoing adjustment, adequate provision shall be made so
that each Holder shall have the right to receive upon conversion the amount of
Distributed Assets such holder would have received had such holder converted
each Security on the 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.

      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

                                       34
<PAGE>

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 of such rights or
warrants that shall have expired or been terminated without exercise by any
holders thereof, the Conversion Rate shall be readjusted as if such rights and
warrants had not been issued.

      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, or reserved by the Company for distribution to holders of
Securities upon conversion by such holders of Securities to Common Stock.

      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 debt securities, 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 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 date
fixed for the determination of stockholders entitled to receive such dividend or
other distribution", "the date fixed for the determination of stockholders
entitled to receive such rights or warrants" and "the date fixed for such
determination" 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 date fixed for such
determination" 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 Last Reported
Sale Prices of such distributed security for the 20 Trading Days commencing on
and including the fifth Trading Day after the Ex-Dividend Date on the New York
Stock Exchange, the Nasdaq National Market or such other national or regional
exchange or market on which the securities are then listed or quoted, plus (2)
the average of the Last Reported Sale Prices of the Common Stock over the same
Trading Day period and (B) the denominator of which is such average of the Last
Reported Sale Prices of the Common Stock.

      (e)    In case the Company shall, by dividend or otherwise, distribute to
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),
then, in such case, the Conversion Rate shall be adjusted 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 of the Common Stock on such Record Date, and

                  (ii)    the denominator of which shall be such Current Market
      Price of the Common Stock minus the amount per share of such dividend or
      distribution,

such adjustment to be effective immediately prior to the opening of business on
the day following such Record Date; provided, however, that in the event the
portion of the cash so distributed applicable to one share of Common Stock is
equal to or greater than the Current Market Price of the Common Stock on such
Record Date, in lieu of the foregoing adjustment, adequate provision shall be
made so that each Holder shall have the right to receive upon conversion the
amount of cash such Holder would have received had such holder converted each
Security on 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) that as of the last
time (the "Expiration Time") tenders or exchanges may be made pursuant to such
tender or exchange offer (as it may be amended) exceeds the Last Reported Sale
Price of the Common Stock on the Trading Day next succeeding the Expiration
Time, the Conversion Rate shall be adjusted 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,

                                       35
<PAGE>

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

                  (ii)    the denominator of which shall be the product of the
      number of shares of Common Stock outstanding (including any Purchased
      Shares) at the Expiration Time and the Last Reported 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 is
obligated to purchase shares pursuant to any such tender or exchange offer, but
the Company is permanently prevented by applicable law from effecting any such
purchases or all such purchases are 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)    The Company, from time to time, may, to the extent permitted by
applicable law and the listing requirements of the New York Stock Exchange and
any other exchange on which shares of the Common Stock are then listed, 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 or rights to purchase shares
of Common Stock resulting from any dividend or distribution of Capital Stock (or
rights to acquire stock) or from any event treated as such for income tax
purposes.

      To the extent permitted by applicable law and the listing requirements of
the New York Stock Exchange and any other exchange on which shares of Common
Stock are then listed, the Company from time to time may increase the Conversion
Rate by any amount for any period of time if the period is at least twenty (20)
Business Days 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 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.

      (h)    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-ten thousandth of a
share, as the case may be, with one half-cent and 0.00005 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 securities of the Company 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 of its Subsidiaries,

                  (iii)   the issuance of any shares of Common Stock pursuant to
      any option, warrant, right or exercisable, exchangeable or convertible
      security not described in clause (ii) above and outstanding as of the date
      the Securities were first issued,

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

                  (v)     the issuance of any shares of Common Stock pursuant to
      conversion of the Securities, or

                  (vi)    accrued and unpaid Interest or 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.

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

                                       36
<PAGE>

last 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 any such
adjustment.

      (j)    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 date fixed for the determination of stockholders entitled to
receive a dividend or distribution pursuant to Section 10.04(a), (3) the date
fixed for the determination of stockholders entitled to receive rights or
warrants pursuant to Section 10.04(b), or (4) the Expiration Time for any tender
or exchange offer pursuant to Section 10.04(f) (each a "Determination Date"),
the Company may elect to defer until the occurrence of the relevant Adjustment
Event (as hereinafter defined) (x) 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 consideration
issuable or deliverable upon such conversion by reason of the adjustment
required by such Adjustment Event over and above the Common Stock issuable upon
such conversion before giving effect to such adjustment and (y) paying to such
holder any amount in cash in lieu of any fraction pursuant to Section 10.04(a).
For purposes of this Section 10.04(j), the term "Adjustment Event" shall mean:

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

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

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

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

      (k)    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 fractions of shares of Common Stock. The Company will not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

      (l)    If rights or warrants for which an adjustment has been made
pursuant to the provisions of this Section 10.04 expire unexercised, the
Conversion Rate shall be readjusted as if such unexercised rights or warrants
had not been issued.

      (m)    Notwithstanding the foregoing provisions of this Section 10.04, no
adjustment shall be made thereunder, nor shall an adjustment be made to the
ability of a Holder of a Security to convert, for any distribution described
therein if the Holder will otherwise participate in the distribution without
conversion of such Holder's Securities.

      Section 10.05. Effect of Reclassification; Consolidation; Merger or Sale.
If any of the following events occur, namely (a) any reclassification or change
of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 10.04(c) applies), (b) any consolidation, merger,
statutory share exchange or combination of the Company with another Person as a
result of which holders of Common Stock shall be entitled to receive stock,
other securities or other property or assets (including cash) with respect to or
in exchange for such Common Stock, or (c) any sale or conveyance of all or
substantially all the properties and assets of the Company to any other Person
as a result of which holders of Common Stock shall be entitled to receive stock,
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 TIA 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 which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article 10.

                                       37
<PAGE>

      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 stock certificates on
conversions of Securities shall be made without charge to the converting Holder
for any tax in respect of the issue 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.

      (c)   (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 Change of Control 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
      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 NYSE 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 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

                                       38
<PAGE>

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 Officers' Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

Section 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)   the Company shall authorize the granting to the holders of all
      or substantially all of its Common Stock of rights or warrants to
      subscribe for or purchase any share of any class or any other rights or
      warrants; or

            (c)   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, 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; or

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

the Company shall cause to be filed with the Trustee and to be mailed to each
Holder of 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, distribution of rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, 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, distribution,
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. To the extent the Company has a rights plan that is in effect upon a
Conversion Date, Holders of Securities shall receive, upon conversion of
Securities, in addition to shares of Common Stock, cash, or combination of cash
and shares of Common Stock, the rights under the applicable rights plan unless,
prior to the Conversion Date, the rights have separated from the Common Stock,
in which case the Conversion Rate in effect shall be adjusted at the time of
separation as if the Company had distributed to all holders of Common Stock the
assets, debt securities, shares of Capital Stock or rights or warrants to
purchase securities of the Company as described in Section 10.04(d).

      Section 10.11. Unconditional Rights 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
                               MAKE-WHOLE PREMIUM

      Section 11.01. Make-Whole Premium.

      (a)    If a Change of Control set forth in Section 3.08(a) occurs prior to
August 1, 2009 and such transaction constitutes a Fundamental Change, the
Company will pay the Make-Whole Premium to (i) Holders of Securities who convert
their Securities pursuant to Section 10.01(b)(2), and (ii) Holders of Securities
who elect to require the Company to repurchase their Securities upon such
Fundamental Change pursuant to Section 3.08, in either case, in addition to the
Conversion Price or the Fundamental Change Repurchase Price, as applicable.

      (b)    The Company will pay the Make-Whole Premium in the consideration
into which the Common Stock was converted, exchanged or acquired in the
transaction constituting the Fundamental Change (except that the Company will
pay cash in lieu of fractional interests in any security or other property
delivered in connection with such transaction). If holders of the Common Stock
receive or have the right to receive more than one form of consideration in
connection with such transaction, then for purposes of the foregoing, the forms
of consideration in which the Make-Whole Premium will be paid will be in
proportion to the relative values, determined as described in the next
paragraph, of the different forms of consideration paid to holders of Common
Stock in connection with such Fundamental Change.

                                       39
<PAGE>

      The value of such consideration to be delivered in respect of the
Make-Whole Premium will be calculated as follows:

                  (i)     securities that are traded on a United States national
      securities exchange or approved for quotation on the Nasdaq National
      Market or any similar system of automated dissemination of quotations of
      securities prices will be valued based on 98% of the average closing price
      or last sale price, as applicable, on the ten trading days for such
      securities on the applicable exchange or quotation system prior to but
      excluding the Fundamental Change Repurchase Date;

                  (ii)    other securities, assets or property (other than cash)
      will be valued based on 98% of the average of the fair market value of
      such securities, assets or property (other than cash) as determined by two
      independent nationally-recognized banks selected by the Trustee; and

                  (iii)   100% of any cash.

      (c)    The Company shall pay the Make-Whole Premium to the Holder who
tendered Securities for conversion or repurchase (i) with respect to any
Securities tendered for repurchase pursuant to Section 3.08, on the Fundamental
Change Repurchase Date or (ii) with respect to Securities converted, on the
later of (A) the Fundamental Change Repurchase Date or (B) the Conversion
Settlement Date for such converted Securities.

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

                  (i)     "Effective Date" means the date that the Fundamental
      Change becomes effective.

                  (ii)    "Stock Price" means the price paid per share of Common
      Stock in the Fundamental Change, determined as follows:

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

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

                  (iii)   "Make-Whole Percentage" means the percentage set forth
      in the table below for the Stock Price and the Effective Date:

<TABLE>
<CAPTION>
                                                             Stock Price

Effective Date  $9.02  $9.92  $10.82  $11.73  $12.63  $13.53  $14.43  $15.33  $16.24  $17.14  $18.04  $22.55  $27.06  $31.57  $36.08
--------------  -----  -----  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
<S>                <C>  <C>    <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
August 1, 2004     --   8.64   13.97   19.52   20.07   19.05   18.17   17.39   16.73   16.13   15.62   13.86   12.90   12.35   11.99
August 1, 2005     --   8.11   13.14   18.43   18.76   17.56   16.52   15.62   14.84   14.16   13.57   11.59   10.56   10.00    9.66
August 1, 2006     --   7.30   11.95   16.92   16.99   15.58   14.36   13.32   12.44   11.66   11.01    8.89    7.87    7.36    7.09
August 1, 2007     --   5.98   10.11   14.66   14.41   12.74   11.34   10.17    9.21    8.37    7.69    5.66    4.79    4.48    4.30
August 1, 2008     --   3.53    6.84   10.76   10.06    8.14    6.58    5.39    4.51    3.72    3.17    1.89    1.51    1.45    1.42
August 1, 2009     --     --      --      --      --      --      --      --      --      --      --      --      --      --      --
</TABLE>

      If the applicable Stock Price is between two Stock Price amounts on the
table above or the Effective Date is between two dates on the table above, the
Make-Whole Percentage will be determined by straight-line interpolation between
the amounts set forth for the higher and lower Stock Prices and the two
Effective Dates, as applicable, based on a 365-day year.

                  (iv)    "Make-Whole Premium" means the amount per $1,000
      principal amount of Securities equal to:

                              (A)   If the Effective Date is on or after August
                  1, 2009, $0;

                              (B)   If the Stock Price is less than or equal to
                  $9.02 (subject to adjustment pursuant to Section 11.02) (the
                  "Stock Price Floor"), $0;

                              (C)   If the Stock Price is greater than $36.08
                  (subject to adjustment pursuant to Section 11.02) (the "Stock
                  Price Cap"), $0; or

                              (D)   Otherwise, the dollar amount equal to the
                  Make-Whole Percentage multiplied by $1,000.

                                       40
<PAGE>

      Section 11.02. Adjustments Relating To The Make-whole Premium. Whenever
the Conversion Rate shall be adjusted from time to time by the Company pursuant
to Section 10.04, the Stock Price Floor, the Stock Price Cap and each of the
Stock Prices set forth in the table in Section 11.01(d)(iii) shall be adjusted
by multiplying each such amount by a fraction, the numerator of which is the
Conversion Rate in effect immediately prior to such adjustment and the
denominator of which is the Conversion Rate as so adjusted.

      Section 11.03. Calculation Of The Make-whole Premium.

      (a)    Promptly following the Effective Date of any Fundamental Change
that, pursuant to Section 11.01, triggers the obligation to pay the Make-Whole
Premium, the Company shall calculate the Stock Price and the Make-Whole
Percentage and the Make-Whole Premium with respect to such Stock Price based on
the applicable Effective Date. No less than five Business Days following the
Effective Date, the Company shall notify the Trustee of the results of such
calculations and notify the Holders of the Stock Price, the Make-Whole Premium
per $1,000 principal amount of Securities and the type of consideration in which
the Make-Whole Premium will be paid.

      (b)    The Company shall also make the calculations required by Section
11.01(b). On the Fundamental Change Repurchase Date, the Company shall notify
the Trustee and the Holders of the amount of each type of consideration in which
the Make-Whole Premium will be paid.

      (c)    The Company shall issue a press release containing the information
described in Section 11.01 (a) and (b) and publish such information on its
website.

                                   Article 12
                                  MISCELLANEOUS

      Section 12.01. 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 12.02. 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:

      if to the Company:

      Ocwen Financial Corporation
      1675 Palm Beach Lakes Boulevard
      West Palm Beach, FL  33401
      Facsimile:  (561) 471-4264
      Attention:  Legal Department

      if to the Trustee:

      The Bank of New York Trust Company, N.A.
      10161 Centurion Parkway
      Jacksonville, FL  32256
      Facsimile:  (914) 645-1921
      Attention:  Corporate Trust Administration

      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 considered 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 and co-registrar.

                                       41
<PAGE>

      Section 12.03. 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 12.04. 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:

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

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

      Section 12.05. Statements Required in Certificate or Opinion. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

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

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

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

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

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

      Section 12.06. 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 12.07. 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 12.08. 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 12.09. GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      Section 12.10. 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 12.11. Successors. All agreements of the Company in this Indenture
and the Securities shall bind its successor. All agreements of the Trustee in
this Indenture shall bind its successor.

      Section 12.12. Multiple 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.

                                       42
<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.

                                    OCWEN FINANCIAL CORPORATION


                                    By: /s/ M. ZEIDMAN
                                        -------------------------------------
                                        Name:  Mark S. Zeidman
                                        Title: Senior Vice President and Chief
                                               Financial Officer



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


                                    By: /s/ CRAIG A. KAYE
                                        -------------------------------------
                                        Name:  Craig A. Kaye
                                        Title: Assistant Treasurer


                                       43
<PAGE>

                                                                       EXHIBIT A

                        [FORM OF FACE OF GLOBAL SECURITY]

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

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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 FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF THE
CONDITIONS SPECIFIED IN THE INDENTURE.

                                       44
<PAGE>

                           OCWEN FINANCIAL CORPORATION

          3.25% Contingent Convertible Senior Unsecured Notes Due 2024


CUSIP: 675746AC5
ISSUE DATE: July 28, 2004              Principal Amount:  $175,000,000
No. [?]

      OCWEN FINANCIAL CORPORATION, a Florida corporation, promises to pay to
Cede & Co. or registered assigns, the principal amount of $175,000,000 Million
Dollars, on August 1, 2024.

      Interest Rate: 3.25% per year.

      Interest Payment Dates: August 1 and February 1 of each year, commencing
February 1, 2005.

      Interest Record Date: July 15 and January 15 of each year.

      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.

                                       45
<PAGE>

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

Dated: July 28, 2004                      OCWEN FINANCIAL CORPORATION

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



TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee, certifies that this is one
of the Securities referred to in the
within-mentioned Indenture.

By:
   ------------------------------
   Authorized Signatory

Dated: July 28, 2004

                                       46
<PAGE>

                      [FORM OF REVERSE OF GLOBAL SECURITY]

          3.25% Contingent Convertible Senior Unsecured Notes Due 2024

      This Security is one of a duly authorized issue of 3.25% Contingent
Convertible Senior Unsecured Notes Due 2024 (the "Securities") of Ocwen
Financial Corporation, a Florida corporation (including any successor
corporation under the Indenture hereinafter referred to, the "Company"), issued
under an Indenture, dated as of July 28, 2004 (the "Indenture"), between the
Company and The Bank of New York Trust Company, N.A., 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 3.25% per year. The Company shall pay Liquidated Damages as set forth in
Section 4.07 of the Indenture and 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, Stated Maturity date, Redemption Date,
Repurchase Date or Fundamental Change Repurchase Date of a Security falls on a
day that is not a Business Day, the required payment of Interest, if any, and
principal will be made on the next succeeding Business Day and no Interest on
such payment will accrue for the period from and after the Interest Payment
Date, the Stated Maturity date, Redemption Date, Repurchase Date or Fundamental
Change Repurchase Date to such next succeeding Business Day.

      If the principal amount of any Security, or any accrued and unpaid
Interest or Liquidated Damages, if any, are not paid when due (whether upon
acceleration pursuant to Section 6.02 of the Indenture, upon the date set for
payment of the Redemption Price pursuant to Section 4 hereof, upon the date set
for payment of the Repurchase Price or Fundamental Change Repurchase Price
pursuant to Section 5 hereof, upon the Stated Maturity of the Securities, upon
the Interest Payment Dates or upon the date of payment of Liquidated Damages
pursuant to 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 3.25% per annum, compounded 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 (i) Global
Securities, to DTC in immediately available funds, (ii) any Certificated
Security having an aggregate principal amount of $5,000,000 or less, by check
mailed to the Holder of such Security and (iii) any Certificated Security having
an aggregate principal amount of more than $5,000,000, by wire transfer in
immediately available funds or by mail at the election of the Holder of any such
Security.

      Subject to the terms and conditions of the Indenture, the Company will
make payments in cash in respect of Redemption Prices, Repurchase Prices,
Fundamental Change 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 general unsecured obligations of the Company limited to
$175,000,000 aggregate principal amount. The Indenture does not limit other
indebtedness of the Company, secured or unsecured.

4.    Redemption at the Option of the Company.

      No sinking fund is provided for the Securities. The Securities are
redeemable for cash at the option of the Company, in whole or in part, at any
time or from time to time on or after August 1, 2009 upon not less than 30 nor
more than 60 days' notice in writing for a redemption price equal to the
principal amount of those Securities plus accrued and unpaid Interest and
Liquidated Damages, if any, on those Securities up to (but excluding) the
Redemption Date (the "Redemption Price").

                                       47
<PAGE>

      In no event will any Security be redeemable before August 1, 2009.

5.    Repurchase By the Company at the Option of the Holder.

      Subject to the terms and conditions of the Indenture, the Company shall
become obligated to repurchase, at the option of the Holder, all or any portion
of the Securities held by such Holder on August 1, 2009, August 1, 2014, August
1, 2019, in integral multiples of $1,000 at a Repurchase Price equal to the
principal amount of those Securities plus accrued and unpaid Interest and
Liquidated Damages, if any, on those Securities up to (but excluding) the
Repurchase Date. 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 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.

      At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to offer to repurchase the
Securities held by such Holder after the occurrence of a Fundamental Change for
a Fundamental Change Repurchase Price equal to the principal amount of those
Securities plus accrued and unpaid Interest, the Make-Whole Premium, if any, and
Liquidated Damages, if any, on those Securities up to (but excluding) the
Fundamental Change Repurchase Date.

      Holders have the right to withdraw any Repurchase Notice or Fundamental
Change 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 Fundamental Change
Repurchase Price (including any Make-Whole Premium), as the case may be, of all
Securities or portions thereof to be purchased as of the Repurchase Date or the
Fundamental Change Repurchase Date, as the case may be, is deposited with the
Paying Agent, on the Business Day immediately following the Repurchase Date or
the Fundamental Change 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 Fundamental Change Repurchase Date, and the Holder
thereof shall have no other rights as such other than the right to receive the
Repurchase Price or Fundamental Change Repurchase Price upon surrender of such
Security.

6.    Make-Whole Premium.

      Subject to and in compliance with the provisions of the Indenture, if
certain Fundamental Changes occur prior to August 1, 2009, in certain
circumstances the Company will pay a Make-Whole Premium on the Securities
converted or tendered for repurchase upon a Fundamental Change. The Make-Whole
Premium, if any, will be payable in the consideration into which the Common
Stock was converted, exchanged or acquired in such Fundamental Change.

      The Make-Whole Premium, if any, will be calculated and paid as described
in Section 11.01 of the Indenture.

7.    Notice of Redemption.

      Notice of redemption 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. Securities in denominations larger than $1,000 principal
amount may be redeemed in part but only in integral multiples of $1,000 of
principal amount.

8.    Conversion.

      Subject to and in compliance with the provisions of the Indenture
(including, without limitation, the conditions to conversion of this Security
set forth in Section 10.01 thereof), a Holder is entitled, at such Holder's
option, to convert the Holder's Security (or any portion of the principal amount
thereof that is $1,000 or an integral multiple $1,000), into fully paid and
nonassessable shares of Common Stock at the Conversion Rate in effect at the
time of conversion provided, however, the Company may satisfy its obligation
with respect to any demand for conversion by delivering Common Stock, cash or a
combination of cash and Common Stock. If the Company elects to satisfy a fixed
portion (other than 100%) of the Conversion Obligation in cash, the Cash Amount
shall be allocated first to the satisfaction of any accrued and unpaid Interest,
if any, on the Securities.

      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 Fundamental Change Repurchase Notice, as the case may be, exercising the
option of such Holder to require the Company to purchase such Security may be

                                       48
<PAGE>

converted only if such Repurchase Notice or Fundamental Change Repurchase
Notice, as the case may be, is withdrawn in accordance with the terms of the
Indenture.

      The initial Conversion Rate is 82.1693 shares of Common Stock per $1,000
principal amount, subject to adjustment in certain events described in the
Indenture. The Conversion Rate shall not be adjusted for any accrued and unpaid
Interest and accrued or Liquidated Damages. Upon conversion, no payment shall be
made by the Company with respect to accrued and unpaid Interest, if any.
Instead, such amount shall be deemed paid by the shares of Common Stock
delivered upon conversion of any Security. A Holder shall receive, however,
accrued and unpaid Liquidated Damages, if any. In addition, no payment or
adjustment shall be made in respect of dividends on the Common Stock, except as
set forth in the Indenture.

      In certain circumstances as set forth in the Indenture, a Holder shall be
entitled to receive a Make-Whole Premium as described in Section 11 of the
Indenture.

      To surrender a Security for conversion, a Holder must (1) complete and
manually sign the Notice of Conversion attached hereto (or complete and manually
sign a facsimile of such notice) and deliver such notice to the Conversion
Agent, (2) surrender the Security to the Conversion Agent, (3) furnish
appropriate endorsements and transfer documents, (4) if required by Section
10.02(g) of the Indenture, pay Interest and (5) pay any transfer or similar tax,
if required.

      No fractional shares of Common Stock shall be issued upon conversion of
any Security. Instead of any fractional share of Common Stock that would
otherwise be issued upon conversion of such Security, the Company shall pay a
cash adjustment as provided in the Indenture.

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

9.    Conversion Arrangement on Call for Redemption.

      Any Securities called for redemption, unless surrendered for conversion
before the close of business on a Redemption Date, may be deemed to be purchased
from the Holders of such Securities at an amount not less than the Redemption
Price, by one or more investment bankers or other purchasers who may agree with
the Company to purchase such Securities from the Holders, to convert them into
shares of Common Stock and to make payment for such Securities to the Trustee in
trust for such Holders.

10.   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, 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.

11.   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 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 Fundamental Change
Repurchase Notice has been given and not withdrawn (except, in the case of a
Security to be purchased in part, the portion of the Security not to be
purchased) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed.

12.   Persons Deemed Owners.

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

13.   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, subject to
applicable unclaimed property law. After return to the Company, Holders entitled

                                       49
<PAGE>

to the money or securities must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person.

14.   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 guarantees with
respect to the Securities or securing the Securities, (ii) to add to the
covenants of the Company or the Events of Default for the benefit of the Holders
of Securities, (iii) to surrender any right or power conferred upon the Company
in the Indenture, (iv) to provide for conversion rights of Holders of Securities
if any reclassification or change of the Company's Common Stock or any
consolidation, merger or sale of all or substantially all of the Company's
assets occurs, (v) to provide for the assumption of the Company's obligations to
Holders of Securities in the case of a merger, consolidation, conveyance,
transfer or lease pursuant to Article 5 of the Indenture, (vi) 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, (vii) to
establish the form of Securities if issued in definitive form, (viii) to
evidence and provide for the acceptance of the appointment under the Indenture
of a successor Trustee, (ix) to comply with the requirements of the SEC in order
to effect or maintain the qualification of the Indenture under the TIA , (x)
make any changes or modifications necessary in connection with the registration
of the Securities under the Securities Act as contemplated in the Registration
Rights Agreement; provided that such change or modification does not in the good
faith opinion of the Board of Directors and the Trustee adversely affect the
interests of the Holders of Securities in any material respect, (xi) to cure any
ambiguity or to correct or supplement any provision in the Indenture which may
be inconsistent with any other provision in the Indenture or which is otherwise
defective, provided, however, that any such cure, correction or supplement shall
not adversely affect the interests of the Holders of Securities, provided
further that any such cure, correction or supplement made solely to conform the
provisions of the Indenture to the "Description of the Notes" in the Offering
Memorandum will not be deemed to adversely affect the interests of the Holders
of Securities, or (xii) add or modify any other provisions of the Indenture with
respect to matters or questions arising under the Indenture that the Company and
the Trustee may deem necessary or desirable and that will not materially
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 will not be deemed to
adversely affect the interests of the holders of the Securities.

15.   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, on the terms and with
the effect provided in the Indenture.

16.   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.

17.   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 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. The Company or its agents will be required to deliver to the Trustee
a schedule of its calculations and the Trustee will be entitled to conclusively
rely upon the accuracy of such calculations without independent verification.

18.   [Reserved].

19.   [Reserved].

20.   No 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.

                                       50
<PAGE>

21.   Authentication.

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

22.   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).

23.   GOVERNING LAW.

      THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY.

24.   Copy of Indenture.

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

      Ocwen Financial Corporation
      1675 Palm Beach Lakes Boulevard
      West Palm Beach, FL  33401
      Attention:  Legal Department
      Facsimile:  (561) 471-4264

25.   Registration Rights.

      The Holders of the Securities are entitled to the benefits of a
Registration Rights Agreement, dated July 28, 2004, between the Company and
Jefferies & Company, Inc., as the initial purchaser, including the receipt of
Liquidated Damages upon an Event (as defined in such agreement). The Company
shall make payments of Liquidated Damages on the dates of payment of Liquidated
Damages (as set forth in the Registration Rights Agreement), but otherwise in
accordance with the provisions set forth herein for the payment of Interest.

                                       51
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------     -----------------------------------------------
<S>                                                    <C>
 ASSIGNMENT FORM                                       CONVERSION NOTICE

-------------------------------------------------     -----------------------------------------------
 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:

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

-------------------------------------                  -------------------------------
 (Print or type assignee's name, address and zip       (Insert the other person's soc. sec. tax ID no.)
 code)
                                                       --------------------------------------------

 and irrevocably appoint                                -------------------------------------------

 ____________________ agent to transfer this            -------------------------------------------
 Security on the books of the Company.  The
 agent may substitute another to act for him.           ------------------------------
                                                       (Print or type other person's name, address 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

                                       52
<PAGE>

                       SCHEDULE OF INCREASES AND DECREASES
                               OF GLOBAL SECURITY

Initial Principal Amount of Global Security: One Hundred Seventy-Five Million
dollars ($175,000,000).

<TABLE>
<CAPTION>
      ------------------------------------------------------------------------------------------------
                   Amount of            Amount of            Principal Amount
                   Increase in          Decrease in          of Global Security   Notation by
                   Principal Amount     Principal Amount     After Increase or    Registrar or
       Date        of Global Security   of Global Security   Decrease             Security Custodian
      ------------------------------------------------------------------------------------------------
<S>                <C>                  <C>                  <C>                  <C>

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

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

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

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

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

      ------------------------------------------------------------------------------------------------
</TABLE>

                                       53
<PAGE>

                                                                       EXHIBIT B

                     [FORM OF FACE OF CERTIFICATED SECURITY]

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

THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF THE
CONDITIONS SPECIFIED IN THE INDENTURE.

B-1
                                       1
<PAGE>

                           OCWEN FINANCIAL CORPORATION

          3.25% Contingent Convertible Senior Unsecured Notes Due 2024

REGISTERED
CUSIP: 675746AC5
ISSUE DATE: July 28, 2004                 Principal Amount:  [       ]
No.


      Ocwen Financial Corporation, a Florida corporation, promises to pay to
__________ or registered assigns, the principal amount of _____________________,
on August 1, 2024.

      Interest Rate: 3.25% per year.

      Interest Payment Dates: August 1 and February 1 of each year, commencing
February 1, 2005.

      Interest Record Date: August 1 and February 1 of each year.

      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.

B-2
                                       2
<PAGE>

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

Dated:  July 28, 2004                OCWEN FINANCIAL CORPORATION

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




TRUSTEE'S CERTIFICATE OF AUTHENTICATION


-------------------------------------,
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee, certifies that this is one
of the Securities referred to in the
within-mentioned Indenture.


By:
   ------------------------------------
         Authorized Signatory

Dated:  July 28, 2004

B-3
                                       3
<PAGE>

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


B-4
                                       4
<PAGE>

                                                                       EXHIBIT C

                           OCWEN FINANCIAL CORPORATION

          3.25% Contingent Convertible Senior Unsecured 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 of its 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").

B-5
                                       5
<PAGE>

      [ ]  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

B-6
                                       6