<PAGE>


                                                                     EXHIBIT 4.5

EXECUTION COPY


                                   ----------


                            RELIANT RESOURCES, INC.,

                                    as Issuer


              5.00% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2010

                                   ----------

                                    INDENTURE

                            Dated as of June 24, 2003

                                   ----------

                            Wilmington Trust Company,


                                   as Trustee

                                   ----------




<PAGE>

                                                                     EXHIBIT 4.5
EXECUTION COPY

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                    PAGE
                                                                                                                    ----
<S>      <C>                                                                                                       <C>

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.....................................................1

         SECTION 1.1 Definitions......................................................................................1
         SECTION 1.2 Compliance Certificates and Opinions............................................................14
         SECTION 1.3 Form of Documents Delivered to the Trustee......................................................15
         SECTION 1.4 Acts of Holders of Securities...................................................................15
         SECTION 1.5 Notices, Etc to the Trustee and Company.........................................................18
         SECTION 1.6 Notice to Holders of Securities; Waiver.........................................................18
         SECTION 1.7 Effect of Headings and Table of Contents........................................................19
         SECTION 1.8 Successors and Assigns..........................................................................19
         SECTION 1.9 Separability Clause.............................................................................19
         SECTION 1.10 Benefits of Indenture..........................................................................19
         SECTION 1.11 Governing Law..................................................................................19
         SECTION 1.12 Legal Holidays.................................................................................19
         SECTION 1.13 Conflict With Trust Indenture Act..............................................................20

ARTICLE II SECURITY FORMS............................................................................................20

         SECTION 2.1 Form Generally..................................................................................20
         SECTION 2.2 Form of Security................................................................................21
         SECTION 2.3 Form of Certificate of Authentication...........................................................35
         SECTION 2.4 Form of Conversion Notice.......................................................................36
         SECTION 2.5 Form of Assignment..............................................................................37

ARTICLE III THE SECURITIES...........................................................................................38

         SECTION 3.1 Title and Terms.................................................................................38
         SECTION 3.2 Denominations...................................................................................39
         SECTION 3.3 Execution, Authentication, Delivery and Dating..................................................39
         SECTION 3.4 Global Securities; Non-global Securities; Book-entry Provisions.................................39
         SECTION 3.5 Registration; Registration of Transfer and Exchange; Restrictions on Transfer...................41
         SECTION 3.6 Mutilated, Destroyed, Lost or Stolen Securities.................................................45
         SECTION 3.7 Payment of Interest; Interest Rights Preserved..................................................46
         SECTION 3.8 Persons Deemed Owners...........................................................................47
         SECTION 3.9 Cancellation....................................................................................47
         SECTION 3.10 Computation of Interest........................................................................47
         SECTION 3.11 CUSIP Numbers..................................................................................47

ARTICLE IV SATISFACTION AND DISCHARGE................................................................................48
</Table>


<PAGE>


                                TABLE OF CONTENTS
                                   (CONTINUED)

<Table>
<Caption>
                                                                                                                    PAGE
                                                                                                                    ----
<S>      <C>                                                                                                       <C>
         SECTION 4.1 Satisfaction and Discharge of Indenture.........................................................48
         SECTION 4.2 Application of Trust Money......................................................................59

ARTICLE V REMEDIES...................................................................................................50

         SECTION 5.1 Events of Default...............................................................................50
         SECTION 5.2 Acceleration of Maturity; Rescission and Annulment..............................................52
         SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.................................53
         SECTION 5.4 Trustee May File Proofs of Claim................................................................54
         SECTION 5.5 Trustee May Enforce Claims Without Possession of Securities.....................................55
         SECTION 5.6 Application of Money Collected..................................................................55
         SECTION 5.7 Limitation on Suits.............................................................................55
         SECTION 5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert........56
         SECTION 5.9 Restoration of Rights and Remedies..............................................................56
         SECTION 5.10 Rights and Remedies Cumulative.................................................................57
         SECTION 5.11 Delay or Omission Not Waiver...................................................................57
         SECTION 5.12 Control by Holders of Securities...............................................................57
         SECTION 5.13 Waiver of Past Defaults........................................................................57
         SECTION 5.14 Undertaking for Costs..........................................................................58
         SECTION 5.15 Waiver of Stay, Usury or Extension Laws........................................................58

ARTICLE VI THE TRUSTEE...............................................................................................58

         SECTION 6.1 Certain Duties and Responsibilities.............................................................58
         SECTION 6.2 Notice of Defaults..............................................................................60
         SECTION 6.3 Certain Rights of Trustee.......................................................................60
         SECTION 6.4 Not Responsible for Recitals or Issuance of Securities..........................................61
         SECTION 6.5 May Hold Securities, Act as Trustee under Other Indentures......................................61
         SECTION 6.6 Money Held in Trust.............................................................................61
         SECTION 6.7 Compensation, Reimbursement and Indemnity.......................................................62
         SECTION 6.8 Corporate Trustee Required; Eligibility.........................................................62
         SECTION 6.9 Resignation and Removal; Appointment of Successor...............................................63
         SECTION 6.10 Acceptance of Appointment by Successor.........................................................64
         SECTION 6.11 Merger, Conversion, Consolidation or Succession to Business....................................64
         SECTION 6.12 Authenticating Agents..........................................................................65
         SECTION 6.13 Disqualification; Conflicting Interests........................................................67
         SECTION 6.14 Preferential Collection of Claims Against Company..............................................67

ARTICLE VII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.....................................................67
</Table>


                                       ii
<PAGE>


                                TABLE OF CONTENTS
                                   (CONTINUED)

<Table>
<Caption>
                                                                                                                    PAGE
                                                                                                                    ----
<S>      <C>                                                                                                       <C>

         SECTION 7.1 Company May Consolidate, Etc. Only on Certain Terms.............................................67
         SECTION 7.2 Successor Substituted...........................................................................68

ARTICLE VIII SUPPLEMENTAL INDENTURES.................................................................................68

         SECTION 8.1 Supplemental Indentures Without Consent of Holders of Securities................................68
         SECTION 8.2 Supplemental Indentures with Consent of Holders of Securities...................................69
         SECTION 8.3 Execution of Supplemental Indentures............................................................71
         SECTION 8.4 Effect of Supplemental Indentures...............................................................71
         SECTION 8.5 Reference in Securities to Supplemental Indentures..............................................71

ARTICLE IX MEETINGS OF HOLDERS OF SECURITIES.........................................................................71

         SECTION 9.1 Purposes for Which Meetings May Be Called.......................................................71
         SECTION 9.2 Call, Notice and Place of Meetings..............................................................71
         SECTION 9.3 Persons Entitled to Vote at Meetings............................................................72
         SECTION 9.4 Quorum; Action..................................................................................72
         SECTION 9.5 Determination of Voting Rights; Conduct and Adjournment of Meetings.............................73
         SECTION 9.6 Counting Votes and Recording Action of Meetings.................................................73

ARTICLE X COVENANTS..................................................................................................74

         SECTION 10.1 Payment of Principal, Premium and Interest.....................................................74
         SECTION 10.2 Maintenance of Offices or Agencies.............................................................74
         SECTION 10.3 Money for Security Payments to Be Held in Trust................................................75
         SECTION 10.4 Existence......................................................................................76
         SECTION 10.5 Maintenance of Properties......................................................................76
         SECTION 10.6 Payment of Taxes and Other Claims..............................................................77
         SECTION 10.7 Registration and Listing.......................................................................77
         SECTION 10.8 Statement by Officers as to Default............................................................77
         SECTION 10.9 Delivery of Certain Information................................................................78
         SECTION 10.10 Registration Rights...........................................................................78
         SECTION 10.11 Waiver of Certain Covenants...................................................................79

ARTICLE XI REDEMPTION OF SECURITIES..................................................................................79

         SECTION 11.1 Right of Redemption............................................................................79
         SECTION 11.2 Applicability of Article.......................................................................79
         SECTION 11.3 Election to Redeem; Notice to Trustee..........................................................80
         SECTION 11.4 Selection by Trustee of Securities to Be Redeemed..............................................80
         SECTION 11.5 Notice of Redemption...........................................................................80
</Table>


                                       iii
<PAGE>


                                TABLE OF CONTENTS
                                   (CONTINUED)

<Table>
<Caption>
                                                                                                                    PAGE
                                                                                                                    ----
<S>      <C>                                                                                                       <C>


         SECTION 11.6 Deposit of Redemption Price....................................................................81
         SECTION 11.7 Securities Payable on Redemption Date..........................................................82
         SECTION 11.8 Conversion Arrangement on Call for Redemption..................................................82

ARTICLE XII CONVERSION OF SECURITIES.................................................................................83

         SECTION 12.1 Conversion Privilege and Conversion Rate.......................................................83
         SECTION 12.2 Exercise of Conversion Privilege...............................................................84
         SECTION 12.3 Fractions of Shares............................................................................85
         SECTION 12.4 Adjustment of Conversion Rate..................................................................86
         SECTION 12.5 Notice of Adjustments of Conversion Rate.......................................................90
         SECTION 12.6 Notice of Certain Corporate Action.............................................................91
         SECTION 12.7 Company to Reserve Common Stock................................................................92
         SECTION 12.8 Taxes on Conversions...........................................................................92
         SECTION 12.9 Covenant as to Common Stock....................................................................92
         SECTION 12.10 Cancellation of Converted Securities..........................................................92
         SECTION 12.11 Provision in Case of Consolidation, Merger or Sale of Assets..................................93
         SECTION 12.12 Rights Issued in Respect of Common Stock......................................................94
         SECTION 12.13 Responsibility of Trustee for Conversion Provisions...........................................94

ARTICLE XIII SUBORDINATION OF SECURITIES.............................................................................95

         SECTION 13.1 Securities Subordinate to Senior Debt..........................................................95
         SECTION 13.2 Payment Over of Proceeds Upon Dissolution, Etc.................................................95
         SECTION 13.3 Prior Payment to Senior Debt Upon Acceleration of Securities...................................96
         SECTION 13.4 No Payment in Certain Circumstances............................................................97
         SECTION 13.5 Payment Permitted if No Default................................................................98
         SECTION 13.6 Subrogation to Rights of Holders of Senior Debt................................................99
         SECTION 13.7 Provisions Solely to Define Relative Rights....................................................99
         SECTION 13.8 Trustee to Effectuate Subordination............................................................99
         SECTION 13.9 No Waiver of Subordination Provisions.........................................................100
         SECTION 13.10 Notice to Trustee............................................................................100
         SECTION 13.11 Reliance on Judicial Order or Certificate of Liquidating Agent...............................101
         SECTION 13.12 Trustee Not Fiduciary for Holders of Senior Debt.............................................101
         SECTION 13.13 Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights.................101
         SECTION 13.14 Article Applicable to Paying Agents..........................................................102
         SECTION 13.15 Obligations of Company and Right to Convert Unconditional....................................102
         SECTION 13.16 Reliance by Holders of Senior Debt on Subordination Provisions...............................102
         SECTION 13.17 Certain Conversions and Repurchases Deemed Payment...........................................102
</Table>


                                       iv

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<Table>
<Caption>
                                                                                                                    PAGE
                                                                                                                    ----
<S>      <C>                                                                                                       <C>

ARTICLE XIV REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL...........................103

         SECTION 14.1 Right to Require Repurchase...................................................................103
         SECTION 14.2 Conditions to the Company's Election to Pay the Repurchase Price in Applicable Stock..........104
         SECTION 14.3 Notices; Method of Exercising Repurchase Right, Etc...........................................105
         SECTION 14.4 Certain Definitions...........................................................................108
         SECTION 14.5 Consolidation, Merger, etc....................................................................110

ARTICLE XV HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY; NON-RECOURSE...........................................111

         SECTION 15.1 Company to Furnish Trustee Names and Addresses of Holders.....................................111
         SECTION 15.2 Preservation of Information...................................................................112
         SECTION 15.3 Reports by Trustee............................................................................112
         SECTION 15.4 Reports by Company............................................................................113

ARTICLE XVI IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.........................................113

         SECTION 16.1 Indenture and Securities Solely Corporate Obligations.........................................113
</Table>


                                       v
<PAGE>


         INDENTURE, dated as of June 24, 2003, between RELIANT RESOURCES, INC.,
a corporation duly organized and existing under the laws of the State of
Delaware, having its principal office at 1111 Louisiana Street, Houston, TX
77002 (herein called the "Company"), and WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as Trustee hereunder (herein called the "Trustee").


                             RECITALS OF THE COMPANY

         The Company has duly authorized the creation and issuance of its 5.00%
Convertible Senior Subordinated Notes due 2010 (herein called the "Securities")
of substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.

         All things necessary to make the Securities, when the Securities are
executed by the Company and authenticated and delivered hereunder, the valid
obligations of the Company, and to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done. Further, all things
necessary to duly authorize the issuance of the Common Stock of the Company
issuable upon the conversion of the Securities, and to duly reserve for issuance
the number of shares of Common Stock issuable upon such conversion, have been
done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

                                   ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1 Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

         (1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

         (2) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles in
the United States, and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting principles as are
generally accepted at the date of such computation; and


                                       1
<PAGE>


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

         "Act", when used with respect to any Holder of a Security, has the
meaning specified in Section 1.4.

         "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 purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that a Person will be deemed to be an Affiliate
if the Company has knowledge that such Person beneficially owns 10% or more of
the Voting Stock of the Company; provided, further, that the Company will only
be deemed to have knowledge of any Person beneficially owning 10% or more of the
Company's Voting Stock if such Person has filed a statement of beneficial
ownership pursuant to Sections 13(d) or 13(g) of the Exchange Act or has
provided written notice thereof to the Company. For purposes of this definition,
the terms "controlling," "controlled by" and "under common control with" have
correlative meanings.

         "Agent Member" means any member of, or participant in, the Depositary.

         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of DTC or any successor Depository, in each case to the
extent applicable to such transaction and as in effect from time to time.

         "Applicable Stock" means (i) the Common Stock and (ii) 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
corporation, the common stock, common equity interests, ordinary shares or
American Depositary Shares of such surviving corporation or its direct or
indirect parent corporation.

         "Authenticating Agent" means any Person authorized pursuant to Section
6.12 to act on behalf of the Trustee to authenticate Securities.

         "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

         "Board of Directors" means: (1) with respect to a corporation, the
board of directors of the corporation or any committee thereof duly authorized
to act on behalf of such board; (2) with respect to a partnership, the board of
directors of the general partner of the partnership; (3) with respect to a
limited liability company, the managing member or members or any controlling
committee of


                                       2
<PAGE>


managing members or board of directors thereof; and (4) with respect to any
other person, the board or committee of such person serving a similar function

         "Board Resolution" means a resolution duly adopted by the Company's
Board of Directors, a copy of which, certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Company's Board of
Directors and to be in full force and effect on the date of such certification,
shall have been delivered to the Trustee.

         "Business Day", when used with respect to any Place of Payment, Place
of Conversion or any other place, as the case may be, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in such Place of Payment, Place of Conversion or other place, as
the case may be, are authorized or obligated by law or executive order to close;
provided, however, that a day on which banking institutions in New York, New
York or Wilmington, Delaware are authorized or obligated by law or executive
order to close shall not be a Business Day for purposes of Section 13.10.

         "Capital Stock" means:

                  (i)      in the case of a corporation, corporate stock;

                  (ii)     in the case of an association or business entity, any
                           and all shares, interests, participations, rights or
                           other equivalents (however designated) of corporate
                           stock;

                  (iii)    in the case of a partnership or limited liability
                           company, partnership interests (whether general or
                           limited) or membership interests; and

                  (iv)     any other interest or participation that confers on a
                           Person the right to receive a share of the profits
                           and losses of, or distributions of assets of, the
                           issuing Person, but excluding from all of the
                           foregoing any debt securities convertible into
                           Capital Stock, whether or not such debt securities
                           include any right of participation with Capital
                           Stock.

         "Cash Equivalents" means:

                  (i)      United States dollars;

                  (ii)     securities issued or directly and fully guaranteed or
                           insured by the United States government or any agency
                           or instrumentality of the United States government
                           (provided that the full faith and credit of the
                           United States is pledged in support of those
                           securities) having maturities of not more than one
                           year from the date of acquisition;


                                       3
<PAGE>


                  (iii)    deposit accounts with any lender party to the Credit
                           Agreement, Mellon Bank N.A., Wells Fargo Bank, N.A.,
                           Wachovia Bank, National Association, or any other
                           bank that has a long-term debt rating at the time of
                           investment of A+ or better by S&P and A1 or better by
                           Moody's (an "Approved Bank");

                  (iv)     time deposits, certificates of deposit, acceptances
                           or prime commercial paper issued by an Approved Bank
                           at the time acquired or issued (as applicable and
                           whichever is latest), in each case, having a maturity
                           of not more than one year from the date of
                           acquisition;

                  (v)      repurchase obligations for underlying securities of
                           the types described in clause (1) entered into with
                           an Approved Bank at the time acquired, issued or
                           entered into (as applicable and whichever is latest),
                           in each case, having a maturity of not more than one
                           year from the date of acquisition and secured by
                           securities of the type described in clause (1), the
                           market value of which (including accrued interest) is
                           not less than the amount of the applicable repurchase
                           agreement;

                  (vi)     commercial paper with a rating at the time of
                           investment of A-1 by S&P and P-1 by Moody's and, in
                           each case, maturing within one year after the date of
                           acquisition; and

                  (vii)    money market funds which invest primarily in Cash
                           Equivalents of the kinds described in clauses (1)
                           through (6) of this definition.

         "Change in Control" has the meaning specified in Section 14.4(5).

         "Closing Price Per Share" means, with respect to the Common Stock, for
any day, (i) the closing sale price (or, if no closing price is reported, the
last reported sale price regular way) on the New York Stock Exchange or, (ii) if
the Common Stock is not listed on the New York Stock Exchange, the last reported
sale price regular way per share or, in case no such reported sale takes place
on such day, the average of the reported closing bid and asked prices regular
way, in either case, on the principal national securities exchange on which the
Common Stock is listed or admitted to trading, or (iii) if the Common Stock is
not then listed on a national securities exchange, then the last reported sale
price as quoted by the Nasdaq Stock Market, or (iv) if the Common Stock is not
then listed on a national securities exchange or quoted by the Nasdaq Stock
Market, then the last quoted bid price for the Common Stock in the over the
counter market as reported by the National Quotation Bureau or similar
organization.

         "Code" has the meaning specified in Section 2.l.

         "Common Stock" means the common stock, par value $0.001 per share, of
the Company authorized at the date of this instrument as originally executed.
Subject to the provisions of Section 12.11, shares issuable on conversion or
repurchase of Securities shall include only shares of


                                       4
<PAGE>


Common Stock or shares of any class or classes of common stock resulting from
any reclassification or reclassifications thereof; provided, however, that if at
any time there shall be more than one such resulting class, the shares so
issuable on conversion of Securities shall include shares of all such classes,
and the shares of each such class then so issuable shall be substantially in the
proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

         "common stock" includes any stock of any class of capital stock which
has no preference in respect of dividends or of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
issuer thereof and which is not subject to redemption by the issuer thereof.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

         "Company Notice" has the meaning specified in Section 14.3.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by (i) its Chairman of the Board, its Vice
Chairman of the Board, its Chief Executive Officer, its President, an Executive
Vice President or a Vice President, and by (ii) its principal financial officer,
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

         "Constituent Person" has the meaning specified in Section 12.11.

         "Conversion Agent" means any Person authorized by the Company to
convert Securities in accordance with Article XII. The Company has initially
appointed the Trustee as its Conversion Agent pursuant to Section 10.2 hereof.

         "Conversion Price" shall equal U.S. $1,000 divided by the Conversion
Rate (rounded to the nearest cent).

         "Conversion Rate" has the meaning specified in Section 12.1.

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time the trust created by this Indenture shall be principally
administered (which address at the date of this Indenture is: Wilmington Trust
Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890, Attention: Corporate Trust Administration; provided that at the date of
this Indenture for purposes of surrendering Securities for payment and
conversion only, the Corporate Trust Office address is: Wilmington Trust
Company, c/o Computer Share Trust Company of New York, 88 Pine Street, New York,
NY 10005).


                                       5
<PAGE>


         "corporation" means a corporation, company, association, joint-stock
company or business trust.

         "Credit Agreement" means the Amended and Restated Credit and Guaranty
Agreement, dated as of March 28, 2003, among the Company, the other Credit
Parties named therein, the Lenders named therein, Bank of America, N.A., as
Administrative Agent, Collateral Agent and an Issuing Bank, Barclays Bank PLC
and Deutsche Bank AG, New York Branch, as Syndication Agents, Citicorp USA,
Inc., as Tranche A Agent and Citibank, N.A., as Tranche A Collateral Agent,
providing for up to $3.833 billion of term borrowings, $2.10 billion of
revolving credit borrowings and letters of credit and $300.0 million of
additional revolving credit borrowings, and letters of credit, including any
related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, as the same may be amended, modified,
restated, renewed, extended, refinanced, or replaced, in each case, in whole or
in part, including any agreement (a) extending the maturity of any Indebtedness
incurred thereunder or contemplated thereby, (b) adding or deleting borrowers or
guarantors thereunder, (c) increasing the amount of Indebtedness incurred
thereunder or available to be borrowed thereunder, or (d) otherwise altering the
terms or conditions thereof in a manner not prohibited by the terms of this
Indenture.

         "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

         "Defaulted Interest" has the meaning specified in Section 3.7.

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

         "Designated Senior Debt" means any and all Indebtedness outstanding
under the Credit Agreement and the Company's obligations under any particular
Senior Debt having an aggregate principal amount in excess of $50,000,000 in
which the instrument creating or evidencing the same or the assumption or
guarantee thereof, or related agreements to which we are a party, expressly
provides that such Senior Debt shall be "Designated Senior Debt" for purposes of
this Indenture. The instrument, agreement or other document evidencing such
Designated Senior Debt may place limitations and conditions on the right of such
Senior Debt to exercise the rights of Designated Senior Debt.

         "Distributed Assets" has the meaning set forth in Section 12.4(4).

         "Documents" has the meaning set forth in Section 6.3(1).

         "Dollar" or "U.S. $" means a dollar or other equivalent unit in such
coin or currency of the United States as at the relevant time shall be legal
tender for the payment of public and private debts.

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


                                       6
<PAGE>


         "Effective Failure" has the meaning specified in Section 2.2.

         "Effectiveness Period" has the meaning specified in Section 2.2.

         "Electing Holders" has the meaning given such term in the Registration
Rights Agreement.

         "Event of Default" has the meaning specified in Section 5.1.

         "Exchange Act" means the United States Securities Exchange Act of 1934
(or any successor statute), as amended from time to time.

         "Exercise Period" means the period that is 30 calendar days from the
execution date of the Purchase Agreement during which the Initial Purchasers
have the right to exercise the Option.

         "Expiration Time" has the meaning specified in Section 12.4(6).

         "Firm Securities" means $225,000,000 in aggregate principal amount of
the Securities.

         "Global Security" means a Security that is registered in the Security
Register in the name of a Depositary or a nominee thereof.

         "Holder" means the Person in whose name the Security is registered in
the Security Register.

         "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

         (1)      interest rate swap agreements, interest rate cap agreements
                  and interest rate collar agreements; and

         (2)      other agreements or arrangements designed to protect such
                  Person against fluctuations in interest rates, currency rates
                  or commodity prices.


         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

                  (1)      in respect of borrowed money;

                  (2)      evidenced by bonds, notes, debentures or similar
                           instruments or letters of credit (or reimbursement
                           agreements in respect thereof);

                  (3)      in respect of banker's acceptances;

                  (4)      representing capital lease obligations;


                                       7
<PAGE>


                  (5)      representing the balance deferred and unpaid of the
                           purchase price of any property, except any such
                           balance that constitutes an accrued expense, trade
                           payable or representing secured floor plan financing;
                           or

                  (6)      representing any Hedging Obligations,

         if and to the extent any of the preceding items (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet
of the specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person but not to exceed an aggregate principal amount of such
Indebtedness equal to the fair market value of all such assets of such Person
encumbered to secure such indebtedness) and, to the extent not otherwise
included, the guarantee by the specified Person of any Indebtedness of any other
Person.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

         "Initial Purchasers" means the Representatives and the several
purchasers named on Schedule I to the Purchase Agreement.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

         "Issue Date" means June 24, 2003.

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, exercise of the repurchase right set forth in
Article XIV or otherwise.

         "Non-electing Share" has the meaning specified in Section 12.11.

         "Notice of Default" has the meaning specified in Section 5.1.

         "Obligations" means any principal, interest, premium, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing, securing or related to any Indebtedness, whether or
not a claim in respect thereof has been asserted and including, without
limitation, Post-Petition Interest accruing or payable at the then applicable
rate provided for in the applicable documentation.


                                       8
<PAGE>


         "Officer" means, with respect to any Person, the Chairman of the Board,
a Vice Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, the Chief Financial Officer, the Treasurer, any
Assistant Treasurer, the Controller, the Secretary or any Vice-President of such
Person

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company. One of the Officers signing an
Officers' Certificate given pursuant to Section 10.8 shall be the principal
executive, financial or accounting officer of the Company.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company and who and which shall be acceptable to the Trustee.

         "Option" means the right given to the Initial Purchasers in the
Purchase Agreement to purchase at their election up to $50,000,000 aggregate
principal amount of Securities for the sole purpose of covering sales of
securities in excess of the aggregate principal amount of Firm Securities.

         "Outstanding," when used with respect to the Securities, means, as of
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

                  (i)      Securities theretofore canceled by the Trustee or
                           delivered to the Trustee for cancellation;

                  (ii)     Securities for the payment or redemption of which
                           money in the necessary amount has been theretofore
                           deposited with the Trustee or any Paying Agent (other
                           than the Company) in trust or set aside and
                           segregated in trust by the Company (if the Company
                           shall act as its own Paying Agent) for the Holders of
                           such Securities, 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;

                  (iii)    Securities which have been paid pursuant to Section
                           3.6 or in exchange for or in lieu of which other
                           Securities have been authenticated and delivered
                           pursuant to this Indenture, other than any such
                           Securities in respect of which there shall have been
                           presented to the Trustee proof satisfactory to it
                           that such Securities are held by a bona fide
                           purchaser in whose hands such Securities are valid
                           obligations of the Company; and

                  (iv)     Securities converted into Common Stock pursuant to
                           Article XII;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities are present at a meeting of Holders
of Securities for quorum purposes or have


                                       9
<PAGE>


given, made or taken any request, demand, authorization, direction, notice,
consent or waiver or other action hereunder, Securities owned by the Company or
any Affiliate of the Company shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such determination as to the presence of a quorum or upon
any such request, demand, authorization, direction, notice, consent or waiver or
other action, only Securities which a Responsible Officer of the Trustee has
been notified in writing to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee is not the Company or any Affiliate of the Company, and the Trustee
shall be protected in relying upon an Officers' Certificate to such effect.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company and, except
as otherwise specifically set forth herein, such term shall include the Company
if it shall act as its own Paying Agent. The Company has initially appointed the
Trustee as its Paying Agent pursuant to Section 10.2 hereof.

         "Payment Blockage Notice" has the meaning specified in Section 13.4.

         "Person" means any individual, corporation, limited liability company,
partnership, joint venture, trust, estate, unincorporated organization or
government or any agency or political subdivision thereof.

         "Place of Conversion" has the meaning specified in Section 3.1.

         "Place of Payment" has the meaning specified in Section 3.1.

         "Post-Petition Interest" shall mean interest accruing after the filing
of any petition in bankruptcy, or the commencement of any case, proceeding or
action relating to the bankruptcy, reorganization or insolvency of the Company
or any of its Subsidiaries (or interest that would accrue but for the operation
of applicable bankruptcy, reorganization or insolvency laws), whether or not a
claim for post-filing or post-petition interest is allowed or allowable as a
claim in any such case, proceeding or action.

         "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 3.6 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 June 18, 2003,
between the Company and the Representatives, on behalf of the Initial
Purchasers, as such agreement may be amended from time to time.

         "Previous Payments" has the meaning specified in Section 13.1.


                                       10
<PAGE>


         "Qualified Institutional Buyer" shall mean a "qualified institutional
buyer" as defined in Rule 144A.

         "Record Date" means any Regular Record Date or Special Record Date.

         "Record Date Period" means the period from the close of business of any
Regular Record Date immediately preceding any Interest Payment Date to the
opening of business on such Interest Payment Date.

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

         "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Registrable Securities" has the meaning specified in Section 10.10.

         "Registration Default" has the meaning specified in Section 2.2.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of June 24, 2003, between the Company and the
Representatives, on behalf of the Initial Purchasers, as such agreement may be
amended from time to time.

         "Regular Record Date" for interest payable in respect of any Security
on any Interest Payment Date means the February 1 or August 1 (whether or not a
Business Day), as the case may be, immediately preceding such Interest Payment
Date.

         "Representatives" means Deutsche Bank Securities Inc., Goldman, Sachs &
Co. and Banc of America Securities LLC.

         "Repurchase Date" has the meaning specified in Section 14.1.

         "Repurchase Price" has the meaning specified in Section 14.1.

         "Responsible Officer", when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge and familiarity with the particular
subject.

         "Restricted Global Security" has the meaning specified in Section 2.1.

         "Restricted Securities" means all Securities required pursuant to
Section 3.5(3) to bear any Restricted Securities Legend. Such term includes the
Restricted Global Security.


                                       11
<PAGE>


         "Restricted Securities Legend" has the meaning specified in Section
2.2.

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

         "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" has the meaning specified in Section 10.9.

         "Securities" has the meaning ascribed to it in the first paragraph
under the caption "Recitals of the Company."

         "Securities Act" means the United States Securities Act of 1933 (or any
successor statute), as amended from time to time.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

         "Senior Debt" means, as to any person, the principal of, premium, if
any, and interest on, and all other Obligations payable in connection with (i)
all the Company's Indebtedness for money borrowed, for reimbursement of drawings
under letters of credit and for Hedging Obligations, in each case, other than
the Securities, whether outstanding on the date of execution of this Indenture
or thereafter created, assumed or incurred, except such Indebtedness that is by
its terms expressly stated to be not superior in right of payment to the
Securities or to rank pari passu with the Securities and shall include, all
Obligations under, or relating to, the Designated Senior Debt, and (ii) any
deferrals, renewals, refinancings, replacements, or extensions of any such
Senior Debt; provided, however, that Senior Debt shall not include (1) any
obligation of the Company to any Subsidiary, (2) any liability for Federal,
state, local or other taxes owed or owing by the Company, (3) any trade accounts
payable or other liability to trade creditors, in each case, arising from the
provision to the Company of goods or services in the ordinary course of business
(including guarantees thereof or instruments evidencing such liabilities), (4)
any obligations with respect to any capital stock of the Company, except in
respect of any mandatory redemptions thereof, or (5) any Indebtedness to the
extent incurred in violation of this Indenture. The term "Indebtedness for money
borrowed" as used herein shall include, without limitation, any obligation of,
or any obligation guaranteed by, the Company for the repayment of borrowed
money, whether or not evidenced by bonds, debentures, notes or other written
instruments, and any obligation deferred for more than 180 days for the payment
of the purchase price of property or assets (other than any obligation described
in clause (3) of this definition).

         "Senior Debt Representative" means (a) the indenture trustee or other
trustee, agent or representative for any Senior Debt or (b) with respect to any
Senior Debt that does not have any such trustee, agent or other representative,
(i) in the case of such Senior Debt issued pursuant to an


                                       12
<PAGE>


agreement providing for voting arrangements as among the holders or owners of
such Senior Debt, any holder or owner of such Senior Debt acting with the
consent of the required persons necessary to bind such holders or owners of such
Senior Debt and (ii) in the case of all other such Senior Debt, the holder or
owner of such Senior Debt.

         "Shelf Registration Statement" has the meaning specified in Section
2.2.

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof.

         "Special Interest" has the meaning specified in Section 2.2.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Company pursuant to Section 3.7.

         "Stated Maturity", when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal of such Security or such installment of
interest is due and payable.

         "Subsidiary" means, with respect to any specified Person:

                  (i)      any corporation, association or other business entity
                           of which more than 50% of the total voting power of
                           shares of Capital Stock entitled (without regard to
                           the occurrence of any contingency and after giving
                           effect to any voting agreement or stockholders'
                           agreement that effectively transfers voting power) to
                           vote in the election of directors, managers or
                           trustees of the corporation, association or other
                           business entity is at the time owned or controlled,
                           directly or indirectly, by that Person or one or more
                           of the other Subsidiaries of that Person (or a
                           combination thereof); and

                  (ii)     any partnership (A) the sole general partner or the
                           managing general partner of which is such Person or a
                           Subsidiary of such Person or (B) the only general
                           partners of which are that Person or one or more
                           Subsidiaries of that Person (or any combination
                           thereof).

         "Successor Security" of any particular Security means every Security
issued after, and 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 3.6 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.

         "Surrender Certificate" means a certificate substantially in the form
set forth in Annex B.


                                       13
<PAGE>


         "Trading Day" means (i) if the Common Stock is listed or admitted for
trading on The New York Stock Exchange or any other national or regional
securities exchange, days on which such national or regional securities exchange
is open for business, (ii) if the Common Stock is quoted on the Nasdaq National
Market or any other system of automated dissemination of quotations of
securities prices, days on which trades may be effected through such system, or
(iii) if the Common Stock is not listed on The New York Stock Exchange or any
other national or regional securities exchange or quoted on the Nasdaq National
Market or any other system of automated dissemination of quotation of securities
prices, days on which the Common Stock is traded regular way in the
over-the-counter market and for which a closing bid and a closing asked price
for the Common Stock are available.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, and the
rules and regulations thereunder, as in force at the date as of which this
instrument was executed, provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means,
to the extent required by any such amendment, the Trust Indenture Act of 1939,
and the rules and regulations thereunder, as so amended.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

         "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction (its "possessions" including Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands).

         "Unrestricted Securities Certificate" means a certificate substantially
in the form set forth in Annex A.

SECTION 1.2 Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (including certificates
provided for in Section 10.8) shall include:


                                       14
<PAGE>


         (1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

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

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

         (4) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.

SECTION 1.3 Form of Documents Delivered to the Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company or any other Person
stating that the information with respect to such factual matters is in the
possession of the Company or such other Person, unless such counsel knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 1.4 Acts of Holders of Securities.

         (1) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders of Securities may be embodied in and evidenced by (A) one or
more instruments of substantially similar tenor signed by such Holders in person
or by an agent or proxy duly appointed in writing by such Holders or (B) the
record of Holders of Securities voting in favor thereof, either in person or by
proxies duly appointed


                                       15
<PAGE>


in writing, at any meeting of Holders of Securities duly called and held in
accordance with the provisions of Article IX. Such action shall become effective
when such instrument or instruments or record is delivered to the Trustee and,
where it is hereby expressly required, to the Company. The Trustee shall
promptly deliver to the Company copies of all such instruments and records
delivered to the Trustee. Such instrument or instruments and records (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders of Securities signing such instrument or instruments
or so voting at such meeting. Proof of execution of any such instrument or of a
writing appointing any such agent or proxy, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 6.1) conclusive in favor of the Trustee and the Company if made in the
manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 9.6.

         (2) 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 him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.

         (3) The principal amount and serial number of any Security held by any
Person, and the date of his holding the same, shall be proved by the Security
Register.

         (4) The fact and date of execution of any such instrument or writing
and the authority of the Person executing the same may also be proved in any
other manner which the Trustee deems sufficient; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in
this Section 1.4.

         (5) The Company may set any day as the record date for the purpose of
determining the Holders entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted by this Indenture to be given, made or taken
by Holders. Promptly and in any case not later than ten days after setting a
record date, the Company shall notify the Trustee and the Holders of such record
date. If not set by the Company prior to the first solicitation of a Holder made
by any Person in respect of any such action, or, in the case of any such vote,
prior to such vote, the record date for any such action or vote shall be the
30th day (or, if later, the date of the most recent list of Holders required to
be provided pursuant to Section 15.1) prior to such first solicitation or vote,
as the case may be. With regard to any record date, the Holders on such date (or
their duly appointed agents or proxies), and only such Persons, shall be
entitled to give, make or take, or vote on, the relevant action, whether or not
such Holders remain Holders after such record date. Notwithstanding the
foregoing, the Company shall not set a record date for, and the provisions of
this paragraph shall not apply with respect to, any notice, declaration or
direction referred to in the next paragraph.


                                       16
<PAGE>


         Upon receipt by the Trustee from any Holder of (i) any notice of
default or breach referred to in Section 5.1(4), if such default or breach has
occurred and is continuing and the Trustee shall not have given such a notice to
the Company, (ii) any declaration of acceleration referred to in Section 5.2, if
an Event of Default has occurred and is continuing and the Trustee shall not
have given such a declaration to the Company, or (iii) any direction referred to
in Section 5.12, if the Trustee shall not have taken the action specified in
such direction, then, with respect to clauses (ii) and (iii), a record date
shall automatically and without any action by the Company or the Trustee be set
for determining the Holders entitled to join in such declaration or direction,
which record date shall be the close of business on the tenth day (or, if such
day is not a Business Day, the first Business Day thereafter) following the day
on which the Trustee receives such declaration or direction, and, with respect
to clause (i), the Trustee may but shall have no obligation to set any day as a
record date for the purpose of determining the Holders entitled to join in such
notice of default. Promptly after such receipt by the Trustee of any such
declaration or direction referred to in clause (ii) or (iii), and promptly after
setting any record date with respect to clause (i), and as soon as practicable
thereafter, the Trustee shall notify the Company and the Holders of any such
record date so fixed. The Holders on such record date (or their duly appointed
agents or proxies), and only such Persons, shall be entitled to join in such
notice, declaration or direction, whether or not such Holders remain Holders
after such record date; provided that, unless such notice, declaration or
direction shall have become effective by virtue of Holders of the requisite
principal amount of Securities on such record date (or their duly appointed
agents or proxies) having joined therein on or prior to the 90th day after such
record date, such notice, declaration or direction shall automatically and
without any action by any Person be canceled and of no further effect. Nothing
in this paragraph shall be construed to prevent a Holder (or a duly appointed
agent or proxy thereof) from giving, before or after the expiration of such
90-day period, a notice, declaration or direction contrary to or different from,
or, after the expiration of such period, identical to, the notice, declaration
or direction to which such record date relates, in which event a new record date
in respect thereof shall be set pursuant to this paragraph. In addition, nothing
in this paragraph shall be construed to render ineffective any notice,
declaration or direction of the type referred to in this paragraph given at any
time to the Trustee and the Company by Holders (or their duly appointed agents
or proxies) of the requisite principal amount of Securities on the date such
notice, declaration or direction is so given.

         (6) Except as provided in Sections 5.12 and 5.13, any request, demand,
authorization, direction, notice, consent, election, 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.


                                       17
<PAGE>


         (7) The provisions of this Section 1.4 are subject to the provisions of
Section 9.5.

SECTION 1.5 Notices, Etc to the Trustee and Company.

         Any request, demand, authorization, direction, notice, consent,
election, waiver or other Act of Holders of Securities or other document
provided or permitted by this Indenture to be made upon, given or furnished to,
or filed with:

         (1) the Trustee by any Holder of Securities or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with a Responsible Officer of the Trustee and received at the
Corporate Trust Office; or

         (2) the Company by the Trustee or by any Holder of Securities shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing, mailed, first-class postage prepaid, or telecopied and
confirmed by mail, first-class postage prepaid, or delivered by hand or
overnight courier, addressed to the Company at 1111 Louisiana Street, Houston,
Texas 77002, Attention: General Counsel, or at any other address previously
furnished in writing to the Trustee by the Company.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, registered or certified with postage
prepaid, if mailed; when answered back if telexed; when receipt acknowledged, if
telecopied; and the next Business Day after timely delivery to the courier, if
sent by nationally recognized overnight air courier guaranteeing next day
delivery.

SECTION 1.6 Notice to Holders of Securities; Waiver.

         Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities of any event, such notice shall be
sufficiently given to Holders if in writing and mailed, first-class postage
prepaid or delivered by an overnight delivery service, to each Holder of a
Security affected by such event, at the address of such Holder as it appears in
the Security Register, not earlier than the earliest date, if any, and not later
than the latest date, if any, prescribed for the giving of such notice.

         Neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of a Security shall affect the sufficiency
of such notice with respect to other Holders of Securities. In case by reason of
the suspension of regular mail service or by reason of any other cause it shall
be impracticable to give such notice by mail, then such notification to Holders
of Securities as shall be made with the approval of the Trustee, which approval
shall not be unreasonably withheld, shall constitute a sufficient notification
to such Holders for every purpose hereunder.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver


                                       18
<PAGE>


shall be the equivalent of such notice. Waivers of notice by Holders of
Securities shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.

SECTION 1.7 Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 1.8 Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

SECTION 1.9 Separability Clause.

         In case any provision in this Indenture or 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 1.10 Benefits of Indenture.

         Except as provided in the next sentence, nothing in this Indenture or
in the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors and assigns hereunder and the Holders of
Securities, any benefit or legal or equitable right, remedy or claim under this
Indenture. The provisions of Article XIII are intended to be for the benefit of,
and shall be enforceable directly by, the holders of Senior Debt.

SECTION 1.11 Governing Law.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE UNITED STATES OF AMERICA.

SECTION 1.12 Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date,
Repurchase Date or Stated Maturity of any Security or the last day on which a
Holder of a Security has a right to convert his Security shall not be a Business
Day at a Place of Payment or Place of Conversion, as the case may be, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of principal of, premium, if any, or interest on, or the payment of the
Redemption Price or Repurchase Price (whether the same is payable in cash or in
shares of Applicable Stock in the case of the Repurchase Price) with respect to,
or delivery for conversion of, such Security need not be made at such Place of
Payment or Place of Conversion, as the case may be, on or by such day, but may
be


                                       19
<PAGE>


made on or by the next succeeding Business Day at such Place of Payment or Place
of Conversion, as the case may be, with the same force and effect as if made on
the Interest Payment Date, Redemption Date or Repurchase Date, or at the Stated
Maturity or by such last day for conversion, as the case may be; provided,
however, that in the case that payment is made on such succeeding Business Day,
no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, Repurchase Date, Stated Maturity or
last day for conversion, as the case may be, to such Business Day on which such
payment is made.

SECTION 1.13 Conflict With Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.
Until such time as this Indenture shall be qualified under the Trust Indenture
Act, this Indenture, the Company and the Trustee shall be deemed for all
purposes hereof to be subject to and governed by the Trust Indenture Act to the
same extent as would be the case if this Indenture were so qualified on the date
hereof.

                                   ARTICLE II
                                 SECURITY FORMS

SECTION 2.1 Form Generally.

         The Securities shall be in substantially the form set forth in this
Article, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange, the Internal Revenue Code of 1986, as amended, and
regulations thereunder (the "Code"), or as may, consistent herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. The Company shall furnish any such legends and endorsements
to the Trustee in writing. All Securities shall be in fully registered form.

         The Trustee's certificates of authentication shall be in substantially
the form set forth in Section 2.3.

         Conversion notices shall be in substantially the form set forth in
Section 2.4.

         Repurchase notices shall be substantially in the form set forth under
the heading "Election of Holder to Require Repurchase" in Section 2.2.

         The Securities shall be printed, lithographed, typewritten or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any automated quotation system or securities
exchange (including on steel engraved borders if so


                                       20
<PAGE>


required by any securities exchange upon which the Securities may be listed) on
which the Securities may be quoted or listed, as the case may be, all as
determined by the officers executing such Securities, as evidenced by their
execution thereof.

         Upon their original issuance, Securities issued as contemplated by the
Purchase Agreement to Qualified Institutional Buyers in reliance on Rule 144A
shall be issued in the form of one or more Global Securities in definitive,
fully registered form without interest coupons and bearing the Restricted
Securities Legend. Such Global Security shall be registered in the name of DTC,
as Depositary, or its nominee and deposited with the Trustee, as custodian for
DTC, for credit by DTC to the respective accounts of beneficial owners of the
Securities represented thereby (or such other accounts as they may direct). Such
Global Security, together with its Successor Securities that are Global
Securities, are collectively herein called the "Restricted Global Security."

SECTION 2.2 Form of Security.

                                 [FORM OF FACE]

         [THE FOLLOWING LEGEND (THE "RESTRICTED SECURITIES LEGEND")) SHALL
APPEAR ON THE FACE OF EACH RESTRICTED SECURITY:

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE
NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) (1) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO
AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES


                                       21
<PAGE>


LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

THIS NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION AND ANY
RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY
THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY SUCH SHARES
TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION
THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED
SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND SUCH SHARES SHALL BE DEEMED BY
THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH
AMENDMENT OR SUPPLEMENT.

         [THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND
ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

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

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE
INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.]


                                       22
<PAGE>


                             RELIANT RESOURCES, INC.

               5.00% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2010

No.                                                                $
   -------------                                                    ------------

CUSIP NO. 75952B AC 9

         RELIANT RESOURCES, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to _________________, or
registered assigns, the principal sum of ________ United States Dollars
(U.S.$______ ) [IF THIS SECURITY IS A GLOBAL SECURITY, THEN INSERT -- (which
principal amount may from time to time be increased or decreased to such other
principal amounts (which, taken together with the principal amounts of all other
Outstanding Securities, shall not exceed U.S. $275,000,000, if the Option is
exercised within the Exercise Period, or $225,000,000, if the Option is not
exercised within the Exercise Period) by adjustments made on the records of the
Trustee hereinafter referred to in accordance with the Indenture)] on August 15,
2010 and to pay interest thereon, from June 24, 2003, or from the most recent
Interest Payment Date (as defined below) to which interest has been paid or duly
provided for, semi-annually in arrears on February 15 and August 15 in each year
(each, an "Interest Payment Date"), commencing August 15, 2003, at the rate of
5.00% per annum, until the principal hereof is due, and at the rate of 5.00% per
annum on any overdue principal and premium, if any, and, to the extent permitted
by law, on any overdue interest (including Special Interest). The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
February 1 or August 1 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date. Except as otherwise provided
in the Indenture, any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Company, notice whereof shall be given to Holders of Securities not less than 10
days prior to the Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any automated quotation
system or securities exchange on which the Securities may be quoted or listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. Payments of principal and premium, if any, shall be
made upon the surrender of this Security at the option of the Holder at the
Corporate Trust Office of the Trustee in such lawful monies of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts, or at such other offices or agencies as the Company
may designate, by United States Dollar check drawn on, or wire transfer to, an
account maintained by a Holder of the Security in the City of New York (such a
transfer to be made only to a Holder of an aggregate principal amount of
Securities in excess of U.S. $2,000,000 and only if such Holder shall have
furnished wire instructions in writing to the Trustee no later than 15 days
prior to the relevant


                                       23
<PAGE>


payment date). Payment of interest on this Security may be made by United States
Dollar check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register, or, upon written application by
the Holder to the Security Registrar setting forth wire instructions not later
than the relevant Record Date, by transfer to an account maintained by the
Holder of a Security in the City of New York (such a transfer to be made only to
a Holder of an aggregate principal amount of Securities in excess of U.S.
$2,000,000 and only if such Holder shall have furnished wire instructions in
writing to the Trustee no later than 15 days prior to the relevant payment
date).

         Except as specifically provided herein and in the Indenture, the
Company shall not be required to make any payment with respect to any tax,
assessment or other governmental charge imposed by any government or any
political subdivision or taxing authority thereof or therein.

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

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof or an Authenticating Agent by the
manual signature of one of their respective authorized signatories, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

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

                                                  Dated:

                                                  RELIANT RESOURCES, INC.

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







TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                       24
<PAGE>



WILMINGTON TRUST COMPANY
as Trustee


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




                                       25
<PAGE>


                                [FORM OF REVERSE]

         This Security is one of a duly authorized issue of securities of the
Company designated as its "5.00% Convertible Senior Subordinated Notes due 2010"
(herein called the "Securities"), limited in aggregate principal amount to U.S.
$275,000,000, if the Option is exercised within the Exercise Period, or
$225,000,000, if the Option is not exercised within the Exercise Period, issued
and to be issued under an Indenture, dated as of June 24, 2003 (herein called
the "Indenture"), between the Company and Wilmington Trust Company, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Debt and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities are exchangeable for a like aggregate principal amount of Securities
of any authorized denominations as requested by the Holder surrendering the same
upon surrender of the Security or Securities to be exchanged, at the Corporate
Trust Office of the Trustee. The Trustee upon such surrender by the Holder will
issue the new Securities in the requested denominations.

         No sinking fund is provided for the Securities.

         The Securities are subject to redemption at the option of the Company
at any time on or after August 20, 2008, in whole or in part, if the last
reported sale price of the Company's Common Stock is at least 125% of the then
effective Conversion Price for at least 20 Trading Days within a period of 30
consecutive Trading Days ending on the Trading Day before the date of the
redemption notice at the Redemption Prices set forth below upon not less than 30
nor more than 60 days' notice to the Holders prior to the Redemption Date at the
Redemption Prices (expressed as percentages of the principal amount) as set
forth below for Securities redeemed during the following periods described
below:


<Table>
<Caption>
                       PERIOD                                  REDEMPTION PRICE
                                                               ----------------
<S>                                                            <C>
Beginning on August 20, 2008 and ending August 14, 2009            101.429%

Beginning on August 15, 2009 and ending August 14, 2010            100.714
</Table>

and thereafter at a Redemption Price equal to 100% of the principal amount,
together, in each case, with accrued and unpaid interest (including Special
Interest) to, but excluding, the Redemption Date; provided, however, that
interest installments on Securities whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.


                                       26
<PAGE>


         In the event of a redemption of the Securities, the Company will not be
required (a) to register the transfer or exchange of Securities for a period of
15 days immediately preceding the date notice is given identifying the serial
numbers of the Securities called for such redemption or (b) to register the
transfer or exchange of any Security, or portion thereof, called for redemption.

         In any case where the due date for the payment of the principal of,
premium, if any, interest, or Special Interest on any Security or the last day
on which a Holder of a Security has a right to convert his Security shall be, at
any Place of Payment or Place of Conversion as the case may be, a day on which
banking institutions at such Place of Payment or Place of Conversion are
authorized or obligated by law or executive order to close, then payment of
principal, premium, if any, interest, or Special Interest, or delivery for
conversion of such Security need not be made on or by such date at such place
but may be made on or by the next succeeding day at such place which is not a
day on which banking institutions are authorized or obligated by law or
executive order to close, with the same force and effect as if made on the date
for such payment or the date fixed for redemption or repurchase, or by such last
day for conversion, and no interest shall accrue on the amount so payable for
the period after such date.

         Subject to and upon compliance with the provisions of the Indenture,
the Holder of this Security is entitled, at his option, at any time on or before
the close of business on the date of Maturity, or in case this Security or a
portion hereof is called for redemption or the Holder hereof has exercised his
right to require the Company to repurchase this Security or such portion hereof,
then in respect of this Security until the Business Day immediately preceding,
but (unless the Company defaults in making the payment due upon redemption or
repurchase, as the case may be) not after, the close of business on the Business
Day immediately preceding the Redemption Date or the Repurchase Date, as the
case may be, to convert this Security (or any portion of the principal amount
hereof that is an integral multiple of U.S. $1,000, provided that the
unconverted portion of such principal amount is U.S. $1,000 or any integral
multiple of U.S. $1,000 in excess thereof) into fully paid and nonassessable
shares of Common Stock of the Company at an initial Conversion Rate of 104.8108
shares of Common Stock for each U.S. $1,000 principal amount of Securities (or
at the current adjusted Conversion Rate in effect at the date of such conversion
if an adjustment has been made as provided in the Indenture) by surrender of
this Security, duly endorsed or assigned to the Company or in blank and, in case
such surrender shall be made during a Record Date Period, also accompanied by
payment in New York Clearing House funds or other funds acceptable to the
Company of an amount equal to the interest payable on such Interest Payment Date
on the principal amount of this Security then being converted (except that no
such payment need be made if this Security or portion thereof has been called
for redemption on a Redemption Date, or has been submitted for repurchase on a
Repurchase Date, occurring, in either case, within the period from the close of
business on any Regular Record Date immediately preceding any Interest Payment
Date to the close of business on the third Business Day following such Interest
Payment Date and, as a result, the right to convert such Security would
otherwise terminate in such period if not exercised), and also the conversion
notice hereon duly executed, to the Company at the Corporate Trust Office of the
Trustee, or at such other office or agency of the Company, subject to any laws
or regulations


                                       27
<PAGE>


applicable thereto and subject to the right of the Company to terminate the
appointment of any Conversion Agent (as defined below) as may be designated by
it for such purpose in the Borough of Manhattan, The City of New York, or at
such other offices or agencies as the Company may designate (each a "Conversion
Agent"). The interest that is payable on such Interest Payment Date with respect
to any Security (or portion thereof, if applicable) that is surrendered for
conversion during the Record Date Period shall be paid to the Holder of such
Security as of such Regular Record Date in an amount equal to the interest that
would have been payable on such Security if such Security had been converted as
of the close of business on such Interest Payment Date. Subject to the
provisions of the preceding sentence and, in the case of a conversion after the
close of business on the Regular Record Date next preceding any Interest Payment
Date and on or before the close of business on such Interest Payment Date, to
the right of the Holder of this Security (or any Predecessor Security of record
as of such Regular Record Date) to receive the related installment of interest
to the extent and under the circumstances provided in the Indenture, no cash
payment or adjustment is to be made on conversion for interest accrued hereon
from the Interest Payment Date immediately preceding the day of conversion, or
for dividends on the Common Stock issued on conversion hereof. The Company shall
thereafter deliver to the Holder or to the Trustee for delivery to the Holder
the fixed number of shares of Common Stock (together with any cash adjustment,
as provided in the Indenture) into which this Security is convertible and such
delivery will be deemed to satisfy the Company's obligation to pay the principal
amount of this Security. No fractions of shares or scrip representing fractions
of shares will be issued on conversion, but instead of any fractional interest
(calculated to the nearest 1/100th of a share) the Company shall pay a cash
adjustment as provided in the Indenture. The Conversion Rate is subject to
adjustment as provided in the Indenture. In addition, the Indenture provides
that in case of certain consolidations or mergers to which the Company is a
party (other than a consolidation or merger that does not result in any
reclassification, conversion, exchange or cancellation of the Common Stock) or
the conveyance, transfer, sale of all or substantially all of the property and
assets of the Company, the Indenture shall be amended, without consent of any
Holders of Securities, so that this Security, if then Outstanding, will be
convertible thereafter, during the period this Security shall be convertible as
specified above, only into the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, conveyance, transfer, sale
or lease by a holder of the number of shares of Common Stock of the Company into
which this Security could have been converted immediately prior to such
consolidation, merger, conveyance, transfer or sale (assuming such holder of
Common Stock is not a Constituent Person or an Affiliate of a Constituent
Person, failed to exercise any rights of election and received per share the
kind and amount received per share by a plurality of Non-electing Shares). No
adjustment in the Conversion Rate will be made until such adjustment would
require an increase or decrease of at least one percent of such rate, provided
that any adjustment that would otherwise be made will be carried forward and
taken into account in the computation of any subsequent adjustment.

         If this Security is a Registrable Security (as defined in the
Indenture), then the Holder of this Security [IF THIS SECURITY IS A GLOBAL
SECURITY, THEN INSERT -- (including any Person that has a beneficial interest in
this Security)] and the Common Stock of the Company issuable upon


                                       28
<PAGE>


conversion hereof is entitled to the benefits of a Registration Rights
Agreement, dated as of June 24, 2003, by and among the Company and the
Representatives, on behalf of the Initial Purchasers (the "Registration Rights
Agreement"). Pursuant to the Registration Rights Agreement, the Company has
agreed for the benefit of the Holders from time to time of the Registrable
Securities that it will, at its expense, (a) use all commercially reasonable
efforts to file a shelf registration statement (the "Shelf Registration
Statement") with the SEC with respect to resales of the Registrable Securities
within 90 days after the Issue Date, (b) use all commercially reasonable efforts
to cause such Shelf Registration Statement to be declared effective by the SEC
within 180 days after the Issue Date of the Securities and (c) use all
commercially reasonable efforts to maintain such Shelf Registration Statement
effective under the Securities Act of 1933, as amended, until the earliest of
(1) such time as there are no Registrable Securities outstanding, (2) the
expiration of the period referred to in Rule 144(k) of the Securities Act with
respect to all Registrable Securities held by Persons that are not Affiliates of
the Company, and (3) two years from the Issue Date (the "Effectiveness Period").
The Company will be permitted to suspend the use of the prospectus that is part
of the Shelf Registration Statement during certain periods of time as provided
in the Registration Rights Agreement.

         If (i) on or prior to 90 days following the Issue Date, a Shelf
Registration Statement has not been filed with the SEC, or (ii) on or prior to
the 180th day following the Issue Date, such Shelf Registration Statement is not
declared effective (each, a "Registration Default"), additional interest
("Special Interest") will accrue on the Registrable Securities from and
including the day following such Registration Default to, but excluding, the day
on which such Registration Default has been cured. Special Interest will be paid
semi-annually in arrears, with the first semi-annual payment due on the first
Interest Payment Date in respect of the Registrable Securities following the
date on which such Special Interest begin to accrue, and will accrue at a rate
per annum equal to one-quarter of one percent (0.25%) of the principal amount of
the Registrable Securities to and including the 90th day following such
Registration Default and at a rate per annum equal to one-half of one percent
(0.50%) of the principal amount of the Registrable Securities from and after the
91st day following such Registration Default. Pursuant to the Registration
Rights Agreement, in the event that the Shelf Registration Statement ceases to
be effective or the Electing Holders of Registrable Securities are otherwise
prevented or restricted by the Company from effecting sales pursuant thereto
(each, an "Effective Failure") during the Effectiveness Period for more than 45
days, whether or not consecutive, during any 90-day period or for more than 90
days, whether or not consecutive, during any 12-month period, then the interest
rate borne by the Registrable Securities held by Electing Holders shall increase
by an additional one-half of one percent (0.50%) per annum from the 46th day of
the applicable 90-day period or the 91st day of the applicable 12-month period
until the earlier of (A) such time as the Effective Failure is cured or (B) the
Effectiveness Period expires. Special Interest will accrue (1) with respect to
Registrable Securities at the rates set forth above, as applicable, on the
principal amount of the Registrable Securities and (2) in respect of the Common
Stock issued upon conversion of the Registrable Securities, at the rates set
forth above, as applicable, applied to the Conversion Price at that time.


                                       29
<PAGE>


         Whenever in this Security there is a reference, in any context, to the
payment of the principal of, premium, if any, or interest on, or in respect of,
any Security, such mention shall be deemed to include mention of the payment of
Special Interest payable as described in the preceding paragraph to the extent
that, in such context, Special Interest is, was or would be payable in respect
of such Security and express mention of the payment of Special Interest (if
applicable) in any provisions of this Security shall not be construed as
excluding Special Interest in those provisions of this Security where such
express mention is not made.

         [If this Security is a Registrable Security and the Holder of this
Security [IF THIS SECURITY IS A GLOBAL SECURITY, THEN INSERT -- (including any
Person that has a beneficial interest in this Security)] elects to sell this
Security pursuant to the Shelf Registration Statement then, by its acceptance
hereof, such Holder of this Security agrees to be bound by the terms of the
Registration Rights Agreement relating to the Registrable Securities which are
the subject of such election.]

         If a Change in Control occurs, the Holder of this Security, at the
Holder's option, shall have the right, in accordance with the provisions of the
Indenture, to require the Company to repurchase this Security (or any portion of
the principal amount hereof that is at least U.S. $1,000 or an integral multiple
of U.S. $1,000 in excess thereof, provided that the portion of the principal
amount of this Security to be Outstanding after such repurchase is at least
equal to U.S. $1,000) at a Repurchase Price equal to 100% of the principal
amount thereof plus interest accrued and unpaid (including Special Interest) to,
but excluding, the Repurchase Date. At the option of the Company, the Repurchase
Price may be paid in cash or, subject to the conditions provided in the
Indenture, by delivery of shares of Applicable Stock having a fair market value
equal to the Repurchase Price. For purposes of this paragraph, the fair market
value of shares of Applicable Stock shall be determined by the Company and shall
be equal to 95% of the average of the Closing Price Per Share for the five
consecutive Trading Days immediately preceding the second Trading Day prior to
the Repurchase Date.

         [THE FOLLOWING PARAGRAPH SHALL APPEAR IN EACH GLOBAL SECURITY:

         In the event of a deposit or withdrawal of an interest in this
Security, including an exchange, transfer, redemption, repurchase or conversion
of this Security in part only, the Trustee, as custodian of the Depositary,
shall make an adjustment on its records to reflect such deposit or withdrawal in
accordance with the Applicable Procedures.]

         [THE FOLLOWING PARAGRAPH SHALL APPEAR IN EACH SECURITY THAT IS NOT A
GLOBAL SECURITY:

         In the event of redemption, repurchase or conversion of this Security
in part only, a new Security or Securities for the unredeemed, unrepurchased or
unconverted portion hereof will be issued in the name of the Holder hereof.]

         The Indebtedness evidenced by this Security is, to the extent and in
the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior


                                       30
<PAGE>


Debt of the Company, pari passu in right of payment with any future senior
subordinate Indebtedness of the Company and this Security is issued subject to
such provisions of the Indenture with respect thereto. All future Indebtedness
of the Company will be treated as senior to this Security unless that future
Indebtedness states that it is not senior to this Security. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.

         If an Event of Default shall occur and be continuing, the principal of
all the Securities, together with accrued and unpaid interest (including Special
Interest) to the date of declaration, may be declared due and payable in the
manner and with the effect provided in the Indenture. Upon payment (i) of the
amount of principal so declared due and payable, together with accrued and
unpaid interest (including Special Interest) to the date of declaration, and
(ii) of interest on any overdue principal and, to the extent permitted by
applicable law, overdue interest (including Special Interest), all of the
Company's obligations in respect of the payment of the principal of and interest
on the Securities shall terminate.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the written consent of the Holders
of not less than a majority in aggregate principal amount of the Securities at
the time Outstanding. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults (except: (1) a default in the payment of principal, premium, if
any, or interest (including Special Interest, if any), (2) failure to convert a
Security into Common Stock or (3) failure to comply with any provisions of the
Indenture that would require the consent of the Holder of each Outstanding
Security affected) under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security
issued in exchange therefore or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security or such other Security. Certain
modifications or amendments to the Indenture require the consent of the Holder
of each Outstanding Security affected.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default, the Holders of not
less than 25% in aggregate principal amount of the Outstanding Securities shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered and provided indemnity satisfactory
to the Trustee and the Trustee shall have failed to


                                       31
<PAGE>


institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity and the Trustee shall not have received from the Holders
of a majority in principal amount of the Securities Outstanding a direction
inconsistent with such request within such 60 day period. The foregoing shall
not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof, premium, if any, or interest
(including Special Interest, if any) hereon on or after the respective due dates
expressed herein or for the enforcement of the right to convert this Security as
provided in the Indenture.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, premium, if any, and
interest (including Special Interest, if any) on this Security at the times,
places and rate, and in the coin or currency, herein prescribed or to convert
this Security as provided in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable on the Security Register
upon surrender of this Security for registration of transfer at the Corporate
Trust Office of the Trustee, or at such other offices or agencies as the Company
may designate, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder thereof or his attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees by the Security Registrar. No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment
of a sum sufficient to recover any tax or other governmental charge payable in
connection therewith.

         Prior to due presentation of this 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
thereof for all purposes, whether or not such Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

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


                                       32
<PAGE>


         THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.



                                       33
<PAGE>


                                  ABBREVIATIONS

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

<Table>
<S>        <C>                                         <C>                 <C>

TEN COM    as tenant in common                         UNIF GIFT MIN ACT   ____ Custodian ____
TEN ENT    as tenants by the entireties (Cust)                             (Cust)         (Minor)
JT TEN     as joint tenants with right of                                  under Uniform Gifts to
           survivorship and not as tenants in common                       Minors Act _____
                                                                                      (State)
</Table>

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



                                       34
<PAGE>


                    ELECTION OF HOLDER TO REQUIRE REPURCHASE

         (1) Pursuant to Section 14.1 of the Indenture, the undersigned hereby
elects to have this Security repurchased by the Company.

         (2) The undersigned hereby directs the Trustee or the Company to pay it
or ______________ an amount in cash or, at the Company's election, Applicable
Stock valued as set forth in the Indenture, equal to 100% of the principal
amount to be repurchased (as set forth below), plus interest accrued to, but
excluding, the Repurchase Date, as provided in the Indenture.

Dated:


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


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

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


-------------------------------------
Signature Guaranteed

Principal amount to be repurchased (at least
U.S. $1,000 or an integral multiple of $1,000
in excess thereof):
                   ------------


Remaining principal amount following such
repurchase (not less than U.S. $1,000):

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

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

SECTION 2.3 Form of Certificate of Authentication.

         The Trustee's certificate of authentication shall be in substantially
the following form:

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


                                       35
<PAGE>


Dated:
      ----------------------

                           WILMINGTON TRUST COMPANY
                           as Trustee


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

SECTION 2.4 Form of Conversion Notice.

                                CONVERSION NOTICE

         The undersigned Holder of this Security hereby irrevocably exercises
the option to convert this Security, or any portion of the principal amount
hereof (which is U.S.$1,000 or an integral multiple of U.S.$1,000 in excess
thereof, provided that the unconverted portion of such principal amount is U.S.
$1,000 or any integral multiple of U.S. $1,000 in excess thereof) below
designated, into shares of Common Stock in accordance with the terms of the
Indenture referred to in this Security, and directs that such shares, together
with a check in payment for any fractional share and any Securities representing
any unconverted principal amount hereof, be delivered to and be registered in
the name of the undersigned unless a different name has been indicated below. If
shares of Common Stock or Securities are to be registered in the name of a
Person other than the undersigned, (a) the undersigned will pay all transfer
taxes payable with respect thereto and (b) signature(s) must be guaranteed by an
Eligible Guarantor Institution with membership in an approved signature
guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of
1934. Any amount required to be paid by the undersigned on account of interest
accompanies this Security.

Dated:
      ------------------    ----------------------------------------------------
                                              Signature(s)

If shares or Securities are to be
registered in the name of a Person other
than the Holder, please print such
Person's name and address:


-----------------------------------
(Name)


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


-----------------------------------
(Address)



                                       36
<PAGE>


-----------------------------------
Social Security or other Identification
Number, if any.


-----------------------------------
[Signature Guaranteed]

If only a portion of the Securities is to be converted, please indicate:

1.       Principal amount to be converted: U.S. $ ___________

2.       Principal amount and denomination of Securities
         representing unconverted principal amount to be issued:

         Amount: U.S. $___________          Denominations: U.S. $____________

(U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof, provided
that the unconverted portion of such principal amount is U.S. $1,000 or any
integral multiple of U.S. $1,000 in excess thereof)

SECTION 2.5 Form of Assignment.

         For value received ________________ hereby sell(s), assign(s) and
transfer(s) unto ________________ (Please insert social security or other
identifying number of assignee) the within Security, and hereby irrevocably
constitutes and appoints ____________________as attorney to transfer the said
Security on the books of the Company, with full power of substitution in the
premises.

Dated:
      ----------      ---------------------------------------------------------


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

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


                                             -----------------------------------
                                             Signature Guaranteed


                                       37
<PAGE>


                                  ARTICLE III

                                 THE SECURITIES

SECTION 3.1 Title and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is limited to U.S. $275,000,000, if the
Option is exercised within the Exercise Period, or $225,000,000, if the Option
is not exercised within the Exercise Period, except for Securities authenticated
and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in
exchange for, or in lieu of, other Securities previously authenticated and
delivered under this Indenture.

         (1) The Securities shall be known and designated as the "5.00%
Convertible Senior Subordinated Notes due 2010" of the Company. Their Stated
Maturity shall be August 15, 2010 and they shall bear interest on their
principal amount from June 24, 2003, payable semi-annually in arrears on
February 15 and August 15 in each year, commencing August 15, 2003, at the rate
of 5.00% per annum until the principal thereof is due and at the rate of 5.00%
per annum on any overdue principal and, to the extent permitted by law, on any
overdue interest (including Special Interest, if any); provided, however, that
payments shall only be made on a Business Day as provided in Section 1.12.

         The principal of, premium, if any, and interest (including Special
Interest, if any) on the Securities shall be payable as provided in the form of
Securities set forth in Section 2.2, and the Repurchase Price, whether payable
in cash or in shares of Common Stock, shall be payable at such places as are
identified in the Company Notice given pursuant to Section 14.3 (any city in
which any Paying Agent is located being herein called a "Place of Payment").

         The Registrable Securities are entitled to the benefits of a
Registration Rights Agreement as provided by Section 10.10 and in the form of
Security set forth in Section 2.2. The Securities are entitled to the payment of
Special Interest as provided by Section 10.10 and in the form of Security set
forth in Section 2.2.

         The Securities shall be redeemable at the option of the Company at any
time on or after August 20, 2008, in whole or in part, subject to the conditions
and as otherwise provided in Article XI and in the form of Security set forth in
Section 2.2.

         The Securities shall be convertible as provided in Article XII (any
city in which any Conversion Agent is located being herein called a "Place of
Conversion").


         The Securities shall be subordinated in right of payment to Senior Debt
of the Company as provided in Article XIII, and shall be pari passu in right of
payment with any future senior


                                       38
<PAGE>


subordinated Indebtedness of the Company. All future Indebtedness of the Company
will be treated as senior to the Securities unless that future Indebtedness
states that it is not senior to the Securities.

         The Securities shall be subject to repurchase by the Company at the
option of the Holders as provided in Article XIV.

SECTION 3.2 Denominations.

         The Securities shall be issuable only in registered form, without
coupons, in denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in
excess thereof.

SECTION 3.3 Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by any one of
the Officers. Any such signature may be manual or facsimile.

         Securities bearing the manual or facsimile signature of an individual
who was at any time a proper officer of the Company shall bind the Company,
notwithstanding if such individual ceases to hold such offices prior to the
authentication and delivery of such Securities or did not hold such office at
the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee or to its order for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with such Company Order shall authenticate and make available for
delivery such Securities as provided in this Indenture.

         Each Security shall be dated the date of its authentication.

         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
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.

SECTION 3.4 Global Securities; Non-global Securities; Book-entry Provisions.

         (1) Global Securities

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


                                       39
<PAGE>


         (ii) Except for exchanges of Global Securities for definitive,
non-global Securities at the sole discretion of the Company, no Global Security
may be exchanged in whole or in part for Securities registered, and no transfer
of a Global Security in whole or in part may be registered, in the name of any
Person other than the Depositary for such Global Security or a nominee thereof
unless (A) such Depositary (i) has notified the Company that it is unwilling or
unable to continue as Depositary for such Global Security or (ii) has ceased to
be a clearing agency registered as such under the Exchange Act or announces an
intention permanently to cease business or does in fact do so, (B) there shall
have occurred and be continuing an Event of Default with respect to such Global
Security or (C) the Company decides to discontinue the use of the system of
book-entry transfer through the Depositary or any successor depositary. In the
event clause (A) from the preceding sentence occurs, if a successor Depositary
for such Global Security is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such ineligibility, the
Company shall execute, and the Trustee, upon receipt of an Officers' Certificate
directing the authentication and delivery of Securities, shall authenticate and
deliver, Securities, in any authorized denominations in an aggregate principal
amount equal to the principal amount of such Global Security in exchange for
such Global Security.

         (iii) If any Global Security is to be exchanged for other Securities or
canceled in whole, it shall be surrendered by or on behalf of the Depositary or
its nominee to the Trustee, as Security Registrar, for exchange or cancellation,
as provided in this Article III. If any Global Security is to be exchanged for
other Securities or canceled in part, or if another Security is to be exchanged
in whole or in part for a beneficial interest in any Global Security, in each
case, as provided in Section 3.5, then either (A) such Global Security shall be
so surrendered for exchange or cancellation, as provided in this Article III, or
(B) the principal amount thereof shall be reduced or increased by an amount
equal to the portion thereof to be so exchanged or canceled, or equal to the
principal amount of such other Security to be so exchanged for a beneficial
interest therein, as the case may be, by means of an appropriate adjustment made
on the records of the Trustee, as Security Registrar, whereupon the Trustee, in
accordance with the Applicable Procedures, shall instruct the Depositary or its
authorized representative to make a corresponding adjustment to its records.
Upon any such surrender or adjustment of a Global Security, the Trustee shall,
subject to Section 3.5(3) and as otherwise provided in this Article III,
authenticate and deliver any Securities issuable in exchange for such Global
Security (or any portion thereof) to or upon the order of, and registered in
such names as may be directed by, the Depositary or its authorized
representative. Upon the request of the Trustee in connection with the
occurrence of any of the events specified in the preceding paragraph, the
Company shall promptly make available to the Trustee a reasonable supply of
Securities that are not in the form of Global Securities. The Trustee shall be
entitled to rely upon any order, direction or request of the Depositary or its
authorized representative which is given or made pursuant to this Article III if
such order, direction or request is given or made in accordance with the
Applicable Procedures.

         (iv) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this


                                       40
<PAGE>


Article III or otherwise, shall be authenticated and delivered in the form of,
and shall be, a registered Global Security, unless such Security is registered
in the name of a Person other than the Depositary for such Global Security or a
nominee thereof, in which case such Security shall be authenticated and
delivered in definitive, fully registered form, without interest coupons.

                  (v) The Depositary or its nominee, as registered owner of a
Global Security, shall be the Holder of such Global Security for all purposes
under this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or its Agent Members and
such owners of beneficial interests in a Global Security will not be considered
the owners or holders thereof.

         (2) Non-global Securities. Securities issued upon the events described
in Section 3.4(l)(ii) shall be in definitive, fully registered form, without
interest coupons, and shall bear the Restricted Securities Legend if and as
required by this Indenture.

SECTION 3.5 Registration; Registration of Transfer and Exchange; Restrictions on
Transfer.

         (1) The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office referred to as
the "Security Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities. The Trustee is hereby appointed "Security Registrar"
for the purpose of registering Securities and transfers and exchanges of
Securities as herein provided.

         Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 10.2 for such
purpose, 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 denominations and of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture.

         At the option of the Holder, and subject to the other provisions of
this Section 3.5, Securities may be exchanged for other Securities of any
authorized denomination and of a like aggregate principal amount, upon surrender
of the Securities to be exchanged at any such office or agency. Whenever any
Securities are so surrendered for exchange, and subject to the other provisions
of this Section 3.5, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities that the Holder making the exchange is
entitled to receive. Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Security
Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company, the Trustee and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.


                                       41
<PAGE>


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

         No service charge shall be made to a Holder for any registration of
transfer or exchange of Securities except as provided in Section 3.6, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
3.4, 8.5, 12.2 or 14.3 (other than where the shares of Common Stock are to be
issued or delivered in a name other than that of the Holder of the Security) not
involving any transfer and other than any stamp and other duties, if any, which
may be imposed in connection with any such transfer or exchange by the United
States or any political subdivision thereof or therein, which shall be paid by
the Company.

         In the event of a redemption of the Securities, neither the Company nor
the Securities Registrar will be required (a) to register the transfer of or
exchange Securities for a period of 15 days immediately preceding the date
notice is given identifying the serial numbers of the Securities called for such
redemption or (b) to register the transfer of or exchange any Security, or
portion thereof, called for redemption.

         (2) Certain Transfers and Exchanges. Notwithstanding any other
provision of this Indenture or the Securities, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 3.5(2) shall be made only in accordance with this Section
3.5(2).

                  (i) Restricted Global Security to Restricted Non-global
Security. In the event that Non-global Securities are to be issued pursuant to
Section 3.4(1)(ii) in connection with any transfer of Securities, such transfer
may be effected only in accordance with the provisions of this clause (2)(i) and
subject to the Applicable Procedures. Upon receipt by the Trustee, as Security
Registrar, of (A) a Company Order from the Company directing the Trustee, as
Security Registrar, to (x) authenticate and deliver one or more Securities of
the same aggregate principal amount as the beneficial interest in the Restricted
Global Security to be transferred, such instructions to contain the name or
names of the designated transferee or transferees, the authorized denomination
or denominations of the Securities to be so issued and appropriate delivery
instructions and (y) decrease the beneficial interest of a specified Agent
Member's account in a Restricted Global Security by a specified principal amount
not greater than the principal amount of such Restricted Global Security, and
(B) such other certifications, legal opinions or other information as the
Company or the Trustee may reasonably require to confirm that such transfer is
being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act, then the Trustee, as
Security Registrar, shall decrease the principal amount of the Restricted Global
Security by the specified amount and authenticate and deliver Securities in
accordance with such instructions from the Company as provided in Section
3.4(1)(iii).


                                       42
<PAGE>


                  (ii) Restricted Non-global Security to Restricted Global
Security. If the Holder of a Restricted Security (other than a Global Security)
wishes at any time to transfer all or any portion of such Restricted Security to
a Person who wishes to take delivery thereof in the form of a beneficial
interest in the Restricted Global Security, such transfer may be effected only
in accordance with the provisions of this clause (2)(ii) and subject to the
Applicable Procedures. Upon receipt by the Trustee, as Security Registrar, of
such Restricted Security as provided in Section 3.5(1) and instructions from the
Company directing that a beneficial interest in the Restricted Global Security
in a specified principal amount not greater than the principal amount of such
Security be credited to a specified Agent Member's account, then the Trustee, as
Security Registrar, shall cancel such Restricted Security (and issue a new
Restricted Security in respect of any untransferred portion thereof) as provided
in Section 3.5(1) and increase the principal amount of the Restricted Global
Security by the specified principal amount as provided in Section 3.4(1)(iii).

                  (iii) Exchanges Between Global Security and Non-global
Security. A beneficial interest in a Global Security may be exchanged for a
Security that is not a Global Security only as provided in Section 3.4 or only
if such exchange occurs in connection with a transfer effected in accordance
with clause 2(i) above, provided that, if such interest is a beneficial interest
in the Restricted Global Security, then such interest shall be exchanged for a
Restricted Security (subject in each case to Section 3.5(3)). A Security that is
not a Global Security may be exchanged for a beneficial interest in a Global
Security only if such exchange occurs in connection with a transfer effected in
accordance with clause (2)(ii) above.

         (3) Securities Act Legends. All Securities issued pursuant to this
Indenture, and all Successor Securities, shall bear the Restricted Securities
Legend subject to the following:

                  (i) subject to the following clauses of this Section 3.5(3), a
Security or any portion thereof which is exchanged, upon transfer or otherwise,
for a Global Security or any portion thereof shall bear the Restricted
Securities Legend borne by such Global Security for which the Security was
exchanged;

                  (ii) subject to the following clauses of this Section 3.5(3),
a new Security that is not a Global Security and is issued in exchange for
another Security (including a Global Security) or any portion thereof, upon
transfer or otherwise, shall bear the Restricted Securities Legend borne by the
Security for which the new Security was exchanged;

                  (iii) any Securities that are sold or otherwise disposed of
pursuant to an effective registration statement under the Securities Act
(including the Shelf Registration Statement), together with their Successor
Securities shall not bear a Restricted Securities Legend; the Company shall
inform the Trustee in writing of the effective date of any such registration
statement registering the Securities under the Securities Act and shall notify
the Trustee at any time when prospectuses must be delivered with respect to
Securities to be sold pursuant to such registration statement. The Trustee


                                       43
<PAGE>


shall not be liable for any action taken or omitted to be taken by it in good
faith in accordance with the aforementioned registration statement;

                  (iv) at any time after the Securities may be freely
transferred without registration under the Securities Act or without being
subject to transfer restrictions pursuant to the Securities Act, upon the
direction of the Company by Company Order a new Security that does not bear a
Restricted Securities Legend may be issued in exchange for or in lieu of a
Security (other than a Global Security) or any portion thereof that bears such a
legend if the Trustee has received an Unrestricted Securities Certificate,
satisfactory to the Trustee and duly executed by the Holder of such Security
bearing a Restricted Securities Legend or his attorney duly authorized in
writing, and after such date and receipt of such certificate, the Trustee shall
authenticate and deliver such new Security in exchange for or in lieu of such
other Security as provided in this Article III;

                  (v) a new Security that does not bear a Restricted Securities
Legend may be issued in exchange for or in lieu of a Security or any portion
thereof that bears such a legend if, in the Company's judgment, placing such a
legend upon such new Security is not necessary to ensure compliance with the
registration requirements of the Securities Act, and the Trustee, at the
direction of the Company by Company Order, shall authenticate and deliver such a
new Security as provided in this Article III; and

                  (vi) notwithstanding the foregoing provisions of this Section
3.5(3), a Successor Security of a Security that does not bear a Restricted
Securities Legend shall not bear such legend unless the Company has reasonable
cause to believe that such Successor Security is a "restricted security" within
the meaning of Rule 144, in which case the Trustee, at the direction of the
Company, shall authenticate and deliver a new Security bearing a Restricted
Securities Legend in exchange for such Successor Security as provided in this
Article III.

         (4) Any stock certificate representing shares of Common Stock issued
upon conversion of the Securities shall bear the Restricted Securities Legend
borne by such Securities, to the extent required by this Indenture, unless such
shares of Common Stock have been sold pursuant to a registration statement that
has been declared effective under the Securities Act (and that continues to be
effective at the time of such transfer) or sold pursuant to Rule 144(k) of the
Securities Act, or unless otherwise agreed by the Company in writing with
written notice thereof to the transfer agent for the Common Stock. With respect
to the transfer of shares of Common Stock issued upon conversion of the
Securities that are restricted hereunder, any deliveries of certificates, legal
opinions or other instruments that would be required to be made to the Security
Registrar in the case of a transfer of Securities, as described above, shall
instead be made to the transfer agent for the Common Stock.

         (5) Neither the Trustee, the Paying Agent nor any of their agents shall
(i) have any duty to monitor compliance with or with respect to any federal or
state or other securities or tax laws or


                                       44
<PAGE>


(ii) have any duty to obtain documentation on any transfers or exchanges other
than as specifically required hereunder.

SECTION 3.6 Mutilated, Destroyed, Lost or Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

         If there be delivered to the Company and to the Trustee:

         (1) evidence to their satisfaction of the destruction, loss or theft of
any Security, and

         (2) such security or indemnity as may be satisfactory to the Company
and the Trustee to save each of them and any agent of either 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 the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security, a new Security of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion, but
subject to any conversion rights, may, instead of issuing a new Security, pay
such Security, upon satisfaction of the conditions set forth in the preceding
paragraph.

         Upon the issuance of any new Security under this Section 3.6, 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 (other than any
stamp and other duties, if any, which may be imposed in connection therewith by
the United States or any political subdivision thereof or therein, which shall
be paid by the Company) and any other expenses (including the fees and expenses
of the Trustee) connected therewith.

         Every new Security issued pursuant to this Section 3.6 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and such new Security shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities duly issued
hereunder.

         The provisions of this Section 3.6 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies of any Holder with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.


                                       45
<PAGE>


SECTION 3.7 Payment of Interest; Interest Rights Preserved.

         Subject to the last paragraph of this Section, interest (including
Special Interest, if any) on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.

         Any interest (or Special Interest, if any) on any Security that is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:

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

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


                                       46
<PAGE>


         Subject to the provisions of this Section 3.7 and of Section 3.5, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
(including Special Interest, if any) accrued and unpaid, and to accrue, which
were carried by such other Security.

         Interest on any Security that is converted in accordance with Section
12.2 during a Record Date Period shall be payable in accordance with the
provisions of Section 12.2.

SECTION 3.8 Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee, any Paying Agent and any agent of the Company, the
Trustee or any Paying Agent may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Section 3.7) interest (including
Special Interest, if any) on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and neither the Company,
the Trustee, any Paying Agent nor any agent of the Company, the Trustee or any
Paying Agent shall be affected by notice to the contrary.

SECTION 3.9 Cancellation.

         All Securities surrendered for payment, redemption, repurchase,
registration of transfer or exchange or conversion shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee. All Securities so
delivered to the Trustee shall be canceled promptly by the Trustee (or its
agent). No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section 3.9. The Trustee shall dispose
of all canceled Securities in accordance with applicable law and its customary
practices in effect from time to time.

SECTION 3.10 Computation of Interest.

         Interest (including Special Interest, if any) on the Securities shall
be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 3.11 CUSIP Numbers.

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


                                       47
<PAGE>


                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION 4.1 Satisfaction and Discharge of Indenture.

         This Indenture shall upon a Company Request cease to be of further
effect (except as to any surviving rights of conversion, or registration of
transfer or exchange, or replacement of Securities herein expressly provided for
and any right to receive Special Interest as provided in Section 10.11 and in
the form of Securities set forth in Section 2.2 and the Company's obligations to
the Trustee pursuant to Section 6.7), and the Trustee, at the expense of the
Company, shall execute proper instruments in form and substance satisfactory to
the Trustee acknowledging satisfaction and discharge of this Indenture, when:

         (1) either

                  (i) all Securities theretofore authenticated and delivered
(other than (A) Securities which have been destroyed, lost or stolen and that
have been replaced or paid as provided in Section 3.6 and (B) Securities for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 10.3) have been delivered to the Trustee
for cancellation; or

                  (ii) all such Securities not theretofore delivered to the
Trustee or its agent for cancellation (other than Securities referred to in
clauses (A) and (B) of clause (1)(i) above)

                           (a) have become due and payable by reason of the
making of a notice of redemption or otherwise, or

                           (b) will have become due and payable at their Stated
Maturity within one year, or

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

and the Company, in the case of clause (a), (b) or (c) above, has deposited or
caused to be deposited with the Trustee as trust funds (immediately available to
the Holders in the case of clause (a)) in trust solely for the benefit of the
Holders an amount in Cash Equivalents sufficient to pay and discharge the entire
Indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal, premium, if any, and interest (including Special
Interest, if any) to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption Date, as
the case may be;


                                       48
<PAGE>


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

         (3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent to
satisfaction and discharge as provided herein have been satisfied.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Company to any Authenticating Agent under Section 6.12, the obligation of
the Company to pay Special Interest, if money shall have been deposited with the
Trustee pursuant to clause (1)(ii) of this Section 4.1, the obligations of the
Trustee under Section 4.2 and the last paragraph of Section 10.3 and the
obligations of the Company and the Trustee under Section 3.5 and Article XII
shall survive. Funds held in trust pursuant to this Section are not subject to
the provisions of Article XIII.

SECTION 4.2 Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 and in accordance with
the provisions of Article XIII shall be held in trust for the sole benefit of
the Holders and not be subject to the subordination provisions of Article XIII,
and such monies shall be applied by the Trustee, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent, to the Persons entitled thereto, of the principal,
premium, if any, and interest (including Special Interest, if any) for whose
payment such money has been deposited with the Trustee.

         All moneys deposited with the Trustee pursuant to Section 4.1 (and held
by it or any Paying Agent) for the payment of Securities subsequently converted
shall be returned to the Company upon Company Request.

         If the Trustee or Paying Agent is unable to apply Cash Equivalents in
accordance with Section 4.1 by reason of any legal proceeding or by reason of
any order or judgment of any court of governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's Obligations
under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 4.1; provided that if the
Company has made any payment of principal, premium, if any, or interest
(including Special Interest, if any) on any Securities because of the
reinstatement of its Obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from Cash Equivalents
held by the Trustee or Paying Agent.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed or assessed against all money deposited with the Trustee
pursuant to Section 4.1 (other than income taxes and franchise taxes incurred or
payable by the Trustee and such other taxes, fees or


                                       49
<PAGE>


charges incurred or payable by the Trustee that are not directly the result of
the deposit of such money with the Trustee).

                                    ARTICLE V
                                    REMEDIES

SECTION 5.1 Events of Default.

         "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article XIII or be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

         (1) default in the payment of the principal of or premium, if any, on
any Security at its Maturity, whether or not such payment is prohibited by the
subordination provisions of this Indenture;

         (2) default in the payment of any interest (including Special Interest,
if any) upon any Security when it becomes due and payable, and continuance of
such default for a period of 30 days, whether or not such payment is prohibited
by the subordination provisions of this Indenture;

         (3) failure by the Company to give a Company Notice and/or to abide by
the repurchase provisions in accordance with Section 14.3 upon a Change of
Control, whether or not such actions are prohibited by the subordination
provisions of this Indenture, and continuance of such default for a period of 30
days after there has been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 25%
in aggregate principal amount of the Outstanding Securities a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder;

         (4) default in the performance of any agreement or covenant of the
Company in this Indenture (other than a covenant a default in the performance of
which is specifically dealt with elsewhere in this Section or any failure to
perform any covenant related to the registration rights granted to the Holders
under the Registration Rights Agreement (except for covenants requiring the
payment of Special Interest by the Company)), and continuance of such default
for a period of 90 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a "Notice of Default" hereunder;

         (5) failure by the Company to pay any Indebtedness under any bond,
debenture, note or other evidence of Indebtedness for money borrowed by the
Company or any of the Company's Subsidiaries (other than (1) Reliant Energy
Retail Holdings, LLC or any Subsidiary thereof in


                                       50
<PAGE>


connection with a securitization transaction in which the Indebtedness incurred
by such entities is non-recourse to the Company and its other Subsidiaries, (2)
Reliant Energy Capital (Europe) Inc. and its Subsidiaries, (3) Reliant Energy
Channelview, L.P. and its subsidiaries so long as, taken together, they would
not constitute a Significant Subsidiary and (4) Liberty Electric PA, LLC,
Liberty Electric Power, LLC and their respective Subsidiaries so long as, taken
together, they would not constitute a Significant Subsidiary), or the payment of
which is guaranteed by the Company, in a principal aggregate amount then
outstanding in excess of $100,000,000 at final maturity (either at its stated
maturity or upon acceleration thereof), and such Indebtedness is not discharged,
or such acceleration is not rescinded or annulled, within the grace period
provided in such bond, debenture, note or other evidence of Indebtedness; or

         (6) failure by the Company or any if its Subsidiaries (other than (1)
Reliant Energy Retail Holdings, LLC or any Subsidiary thereof that has engaged
in a securitization transaction, (2) Reliant Energy Capital (Europe) Inc. and
its Subsidiaries, (3) Reliant Energy Channelview, L.P. and its Subsidiaries so
long as, taken together, they would not constitute a Significant Subsidiary and
(4) Liberty Electric PA, LLC, Liberty Electric Power, LLC and their respective
Subsidiaries so long as, taken together, they would not constitute a Significant
Subsidiary) to pay final and non-appealable judgments aggregating in excess of
$100,000,000 which are not covered by indemnities or third-party insurance,
which judgments are not paid, discharged, vacated or stayed for a period of 60
days; and

         (7) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company or any of its Significant
Subsidiaries (other than Reliant Energy Capital (Europe) Inc.) in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company or any of its Significant Subsidiaries (other than Reliant Energy
Capital (Europe) Inc.) to be bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company or any of its Significant Subsidiaries (other
than Reliant Energy Capital (Europe) Inc.) under any applicable Federal or State
law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company (or of any substantial
part of the property thereof) or any of its Significant Subsidiaries (other than
Reliant Energy Capital (Europe) Inc.)(or of any substantial part of the property
thereof), or ordering the winding up or liquidation of the Company's or any of
its Significant Subsidiaries' (other than Reliant Energy Capital (Europe)
Inc.'s) affairs, and the continuance of any such decree or order for relief or
any such other decree or order unstayed and in effect for a period of 60
consecutive days; or

         (8) the commencement by the Company or any of its Significant
Subsidiaries (other than Reliant Energy Capital (Europe) Inc.) of a voluntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated to be bankrupt or insolvent, or the consent by the Company or any of
its Significant Subsidiaries (other than Reliant Energy Capital (Europe) Inc.)
to the entry of a decree


                                       51
<PAGE>


or order for relief in respect of the Company or any of its Significant
Subsidiaries (other than Reliant Energy Capital (Europe) Inc.), respectively, in
an involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against the
Company or any of its Significant Subsidiaries (other than Reliant Energy
Capital (Europe) Inc.), or the filing by the Company or any of its Significant
Subsidiaries (other than Reliant Energy Capital (Europe) Inc.) of a petition or
answer or consent seeking reorganization or similar relief under any applicable
Federal or State law, or the consent by the Company or any of its Significant
Subsidiaries (other than Reliant Energy Capital (Europe) Inc.) to the filing of
such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company (or of any substantial part of the property thereof) or any of
its Significant Subsidiaries (other than Reliant Energy Capital (Europe) Inc.)
(or of any substantial part of the property thereof), or the making by the
Company or any of its Significant Subsidiaries (other than Reliant Energy
Capital (Europe) Inc.) of an assignment for the benefit of the Company's or any
of its Significant Subsidiaries' (other than Reliant Energy Capital (Europe)
Inc.'s) creditors, or the admission by the Company or any of its Significant
Subsidiaries (other than Reliant Energy Capital (Europe) Inc.) in writing of the
Company's or any of its Significant Subsidiaries' (other than Reliant Energy
Capital (Europe) Inc.'s) inability to pay the Company's or any of its
Significant Subsidiaries' (other than Reliant Energy Capital (Europe) Inc.'s)
debts, respectively, generally as they become due, or the taking of corporate
action by the Company or any of its Significant Subsidiaries (other than Reliant
Energy Capital (Europe) Inc.), respectively, in furtherance of any such action.

SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 5.1(7) or 5.1(8)) occurs and is continuing, then the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities may, subject to the provisions of Article XIII, declare the principal
of, and accrued interest (including Special Interest, if any) on, all the
Securities to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal and all accrued interest thereon shall become
immediately due and payable. If an Event of Default specified in Section 5.1(7)
or 5.1(8) occurs and is continuing, the principal of, and accrued interest
(including Special Interest, if any) on, all the Securities shall, subject to
the provisions of Article XIII, automatically become immediately due and payable
without any declaration or other Act of the Holders or any act or declaration on
the part of the Trustee.

         At any time after such declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article V provided, the Holders of a majority
in aggregate principal amount of the Outstanding Securities, by written notice
to the Company and the Trustee, may, on behalf of all Holders, rescind and annul
such declaration and its consequences if:


                                       52
<PAGE>


         (1) the Company has paid or deposited with the Trustee a sum sufficient
to pay

                  (i) all overdue interest (including Special Interest, if any)
on all Securities,

                  (ii) the principal of and premium, if any, on any Securities
that have become due otherwise than by such declaration of acceleration and any
interest thereon at the rate borne by the Securities,

                  (iii) to the extent permitted by applicable law, interest upon
overdue interest at a rate of 5.00% per annum, and

                  (iv) all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel;

         (2) all Events of Default, other than the nonpayment of the principal
of the Securities which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13; and

         (3) such rescission and annulment would not conflict with any judgment
or decree issued in appropriate judicial proceedings regarding the payment by
the Trustee to the Holders of the amounts referred to in 5.2(1).

         No rescission or annulment referred to above shall affect any
subsequent default or impair any right consequent thereon.

SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Company covenants that if:

         (1) default is made in the payment of any interest (including any
Special Interest) on any Security when it becomes due and payable and such
default continues for a period of 30 days, or

         (2) default is made in the payment of the principal of or premium, if
any, on any Security at the Maturity thereof,

the Company will, upon demand of the Trustee but subject to the provisions of
Article XIII pay to it, for the benefit of the Holders of such Securities the
whole amount then due and payable on such Securities for principal and interest
(including any Special Interest) and interest on any overdue principal, premium
and Special Interest, if any, and, to the extent permitted by applicable law, on
any overdue interest (including Special Interest, if any), at a rate of 5.00%
per annum, and in addition thereto, such further amount as shall be sufficient
to cover the reasonable costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


                                       53
<PAGE>


         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company and collect the moneys adjudged or decreed to be payable in
the manner provided by law out of the property of the Company, wherever
situated.

         If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy.

SECTION 5.4 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 the property of the Company or
its creditors, the Trustee (irrespective of whether the principal of, and any
interest (including any Special Interest) on, 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 overdue principal or interest (including any Special Interest)) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

         (1) to file a proof of claim for the whole amount of principal,
premium, if any, and interest (including Special Interest, if any) owing and
unpaid in respect of the Securities and take such other actions, including
participating as a member, voting or otherwise, of any official committee of
creditors appointed in such matter, and to file such other papers or documents,
in each of the foregoing cases, as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders of Securities allowed in such judicial
proceeding, and

         (2) to collect and receive any moneys or other property payable or
deliverable on any such claim and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder of
Securities to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders of
Securities to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee under Section 6.7.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize


                                       54
<PAGE>


the Trustee to vote in respect of the claim of any Holder of a Security in any
such proceeding; provided, however, that the Trustee may, on behalf of such
Holders, vote for the election of a trustee in bankruptcy or similar official.

SECTION 5.5 Trustee May Enforce Claims Without Possession of Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which judgment
has been recovered.

SECTION 5.6 Application of Money Collected.

         Subject to Article XIII, any money collected by the Trustee pursuant to
this Article V shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal, premium, if any, or interest (including any Special Interest),
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

         FIRST: To the payment of all amounts due the Trustee under Section 6.7;

         SECOND: To the payment of the amounts then due and unpaid for principal
of, premium, if any, or interest (including Special Interest, if any) on, the
Securities in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal, premium, if any, and
interest (including Special Interest, if any), respectively;

         THIRD: To such other Person or Persons, if any, to the extent entitled
thereto; and

         FOURTH: Any remaining amounts shall be repaid to the Company.

SECTION 5.7 Limitation on Suits.

         No Holder of any Security shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

         (1) such Holder has previously given written notice to the Trustee of
an Event of Default and such Event of Default is continuing at the time of such
institution;


                                       55
<PAGE>


         (2) the Holders of not less than 25% in aggregate principal amount of
the Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

         (3) such Holder or Holders have offered to the Trustee, and if
requested, shall have provided, indemnity satisfactory to the Trustee against
the costs, expenses and liabilities to be incurred in compliance with such
request;

         (4) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity (or if requested, receipt of indemnity) has failed to
institute any such proceeding; and

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

SECTION 5.8 Unconditional Right of Holders to Receive Principal, Premium and
            Interest and to Convert.

         Notwithstanding any other provision in this Indenture, but subject to
the provisions of Article XIII, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of,
premium, if any, and (subject to Section 3.7) interest (including Special
Interests, if any) on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption or repurchase, on the
Redemption Date or Repurchase Date, as the case may be), and to convert such
Security in accordance with Article XII, and to institute suit for the
enforcement of any such payment and right to convert, and such rights shall not
be impaired without the consent of such Holder.

SECTION 5.9 Restoration of Rights and Remedies.

         If the Trustee or any Holder of a Security has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders of Securities shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and such Holders shall continue as though no such proceeding had been
instituted.


                                       56
<PAGE>


SECTION 5.10 Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders of Securities is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11 Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or any
acquiescence therein. Every right and remedy given by this Article V or by law
to the Trustee or to the Holders of Securities may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or (subject to the
limitations contained in this Indenture) by the Holders of Securities as the
case may be.

SECTION 5.12 Control by Holders of Securities.

         Subject to Section 6.3, the Holders of a majority in principal amount
of the Outstanding Securities shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee; provided that:

         (1) such direction shall not be in conflict with any rule of law or
with this Indenture; and

         (2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction; and

         (3) the Trustee need not take any action that might involve it in
personal liability, unless the Trustee is offered indemnity or security
satisfactory to it, or that the Trustee determines in good-faith would be
unjustly prejudicial to the Holders of Securities not consenting.

SECTION 5.13 Waiver of Past Defaults.

         The Holders, through the written consent of not less than a majority in
principal amount of the Outstanding Securities may on behalf of the Holders of
all the Securities waive any past default hereunder and its consequences, except
a default (A) in the payment of the principal of, premium, if any, or interest
(including Special Interest, if any) on any Security, (B) failure to convert a
Security into Common Stock or (C) in respect of a covenant or provision hereof
which under Article VIII


                                       57
<PAGE>


cannot be modified or amended without the consent of the Holder of each
Outstanding Security affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 5.14 Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.14 shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities, or to any suit instituted by any Holder of
any Security for the enforcement of the payment of the principal of, premium, if
any, or interest (including Special Interest, if any) on any Security on or
after the respective Stated Maturity or Maturities expressed in such Security
(or, in the case of redemption or repurchase, on or after the Redemption Date or
Repurchase Date, as the case may be) or for the enforcement of the right to
convert any Security in accordance with Article XII.

SECTION 5.15 Waiver of Stay, Usury or Extension 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, usury or extension law wherever
enacted, now or at any time hereafter in force, that 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 by reason of such law 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 VI
                                   THE TRUSTEE

SECTION 6.1 Certain Duties and Responsibilities.

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


                                       58
<PAGE>


                  (i) the Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations 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 be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture, but not to verify the contents thereof.

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

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

                  (i) this paragraph (3) shall not be construed to limit the
effect of paragraph (1) of this Section;

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

                  (iii) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding
Securities relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture; and

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

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


                                       59
<PAGE>

SECTION 6.2 Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder as to
which the Trustee has received written notice, the Trustee shall give to all
Holders of Securities, in the manner provided in Section 1.6, notice of such
default, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of,
premium, if any, or interest (including Special Interest, if any) on any
Security the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors or Responsible Officers of the Trustee in good faith determines that
the withholding of such notice is in the interest of the Holders; and provided,
further, that in the case of any default of the character specified in Section
5.1(4), no such notice to Holders of Securities shall be given until at least 60
days after the occurrence thereof or, if applicable, the cure period specified
therein. For the purpose of this Section, the term "default" means any event
that is, or after notice or lapse of time or both would become, an Event of
Default.

SECTION 6.3 Certain Rights of Trustee.

         Subject to the provisions of Section 6.1:

         (1) the Trustee may rely, and shall be protected in acting or
refraining from acting, upon any resolution, Officers' Certificate, other
certificate, statement, instrument, opinion, Opinion of Counsel, report, notice,
request, direction, consent, order, bond, debenture, note, coupon, other
evidence of Indebtedness or other paper or document (individually, a "Document"
and collectively, the "Documents") believed by it to be genuine and to have been
signed or presented by the proper party or parties, and the Trustee need not
investigate any fact or matter stated in such Documents;

         (2) 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 Company's Board of Directors shall be sufficiently evidenced by a Board
Resolution;

         (3) 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 the one specifically prescribed) may, in the absence of bad faith on its
part, request and rely upon an Officers' Certificate or Opinion of Counsel;

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

         (5) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders of Securities pursuant to this Indenture, unless such Holders
shall have offered, and, if requested by the Trustee, delivered to the


                                       60
<PAGE>


Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

         (6) 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, coupon, other evidence of Indebtedness or other paper or document, but the
Trustee may, in its discretion, 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;
and

         (7) 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.

SECTION 6.4 Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture, of the Securities or of the Common Stock issuable upon the conversion
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 6.5 May Hold Securities, Act as Trustee under Other Indentures.

         The Trustee, any Authenticating Agent, any Paying Agent, any Conversion
Agent or any other agent of the Company or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Section 6.13 and Section 6.14, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Conversion Agent or such other agent.

         Subject to the limitations posed by the Trust Indenture Act, nothing in
this Indenture shall prohibit the Trustee from becoming and acting as trustee
under other indentures under which other securities, or certificates of interest
or participation in other securities, of the Company are outstanding in the same
manner as if it were not Trustee hereunder.

SECTION 6.6 Money Held in Trust.

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


                                       61
<PAGE>


SECTION 6.7 Compensation, Reimbursement and Indemnity.

         The Company agrees:

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

         (2) except as otherwise expressly provided herein, 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 and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

         (3) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
trust, including the costs and expenses (including the reasonable compensation
and the expenses and disbursements of its agents and counsel) of enforcing this
Indenture against the Company (including this Section 6.7) and defending itself
against any claim (whether asserted by the Company, any Holder or any other
Person) including the reasonable costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.

         The obligations of the Company to the Trustee under this Indenture
shall survive the satisfaction and discharge of this Indenture. To secure the
Company's payment obligations, 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 principal and interest on particular Securities.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses
(including the reasonable charges of its agents and counsel) and the
compensation for the services are intended to constitute expenses of the
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

SECTION 6.8 Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such, having (or
be part of a holding company group with) a combined capital and surplus of at
least U.S. $50,000,000, subject to supervision or examination by federal or
state authority, and in good standing. The Trustee or an Affiliate of the
Trustee shall maintain an established place of business in the Borough of
Manhattan, The City of New York. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section,


                                       62
<PAGE>


the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article and a
successor shall be appointed pursuant to Section 6.9.

SECTION 6.9 Resignation and Removal; Appointment of Successor.

         (1) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.10.

         (2) The Trustee may resign at any time by giving written notice thereof
to the Company. If the instrument of acceptance by a successor Trustee required
by Section 6.10 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

         (3) The Trustee may be removed at any time by an Act of the Holders of
a majority in aggregate principal amount of the Outstanding Securities,
delivered to the Trustee and the Company. If the instrument of acceptance by a
successor Trustee required by Section 6.10 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of removal, the removed
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee.

         (4) The Trustee may be removed at any time by the Company and the
Company may appoint a successor Trustee pursuant to this Article, provided, that
(i) there is not an Event of Default that is continuing at the time of removal,
(ii) the successor Trustee appointed by the Company meets the eligibility
requirements of Section 6.8, and (iii) such removal and resignation shall not
become effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 6.10.

         (5) If at any time:

                  (i) the Trustee shall cease to be eligible under Section 6.8
and shall fail to resign after written request therefor by the Company or by any
Holder of a Security; or

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

then, in any such case (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.14, any Holder of a Security may, on
behalf of himself and all others similarly


                                       63
<PAGE>


situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

         (6) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee and
shall comply with the applicable requirements of this Section and Section 6.10.
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 6.10, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner required by this Section and Section
6.10, any Holder of a Security may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

         (7) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to all Holders of
Securities in the manner provided in Section 1.6. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 6.10 Acceptance of Appointment by Successor.

         Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments to more fully and certainly vest
in and to confirm to such successor Trustee all such rights, powers and trusts.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be eligible under this Article.

SECTION 6.11 Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the


                                       64
<PAGE>


Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee (including the trust created
by this Indenture), shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

SECTION 6.12 Authenticating Agents.

         The Trustee may, with the consent of the Company and at the Company's
expense, appoint an Authenticating Agent or Agents acceptable to the Company
with respect to the Securities, which Authenticating Agent shall be authorized
to act on behalf of the Trustee to authenticate Securities issued upon exchange,
substitution or otherwise pursuant to this Indenture.

         Securities authenticated by an Authenticating Agent shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder, and every reference in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee's certificate of authentication shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be subject to acceptance
by the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to act as Authenticating
Agent and subject to supervision or examination by government or other fiscal
authority. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.12, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section 6.12.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all the
corporate agency or corporate trust business of an Authenticating Agent
(including the authenticating agency contemplated by this Indenture), shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section 6.12, without the execution or filing of
any paper or any further act on the part of the Trustee or the Authenticating
Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such


                                       65
<PAGE>


Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.12, the Trustee may appoint a successor
Authenticating Agent which shall be subject to acceptance by the Company. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 6.12.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 6.12.

         If an Authenticating Agent is appointed with respect to the Securities
pursuant to this Section 6.12, the Securities may have endorsed thereon, in
addition to or in lieu of the Trustee's certification of authentication, an
alternative certificate of authentication in the following form:

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

                                           WILMINGTON TRUST COMPANY
                                           as Trustee

                                           By:


                                           -------------------------------------
                                           As Authenticating Agent


                                           By:

                                           -------------------------------------
                                           Authorized Signatory



                                       66
<PAGE>


SECTION 6.13 Disqualification; Conflicting Interests.

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

SECTION 6.14 Preferential Collection of Claims Against Company.

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

                                  ARTICLE VII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.1 Company May Consolidate, Etc. Only on Certain Terms.

         The Company shall not consolidate with or merge into any other Person
or convey, transfer, sell or lease its properties and assets substantially as an
entirety to any Person (other than to one or more of Company's Subsidiaries)
unless:

         (1) the Person formed by such consolidation or into or with which the
Company is merged or the Person to which the properties and assets of the
Company are so conveyed, transferred or sold shall be a corporation, limited
liability company, partnership, trust or other business entity organized and
validly existing under the laws of the United States of America, any State
thereof or the District of Columbia and, if a corporation other than the
Company, shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of, premium, if any, and interest (including
Special Interest, if any) on the Securities and the performance of the covenants
under this Indenture and, if an entity other than a corporation, a corporate
co-issuer shall execute such indenture supplement;

         (2) 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

         (3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance or transfer and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture complies with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with, together with any documents required under
Section 8.3.


                                       67
<PAGE>


SECTION 7.2 Successor Substituted.

         Upon any consolidation of the Company with, or merger of the Company
into any other Person or any conveyance, transfer, sale or lease of the
properties and assets of the Company substantially as an entirety to any Person
in accordance with Section 7.1, the successor Person formed by such
consolidation or into or with which the Company is merged or to which such
conveyance, transfer, sale 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 Person had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the
Securities.

                                  ARTICLE VIII
                             SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of Holders of Securities.

         Without the consent of any Holders of Securities the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto for any of the
following purposes:

         (1) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants and obligations of the Company
herein and in the Securities as permitted by Article VII of this Indenture;

         (2) to add to the covenants of the Company for the benefit of the
Holders of Securities or to surrender any right or power herein conferred upon
the Company;

         (3) to add any additional Event of Default for the benefit of the
Holders of Securities;

         (4) to secure the Securities;

         (5) to make provision with respect to the conversion rights of Holders
of Securities pursuant to Section 12.11 or to make provision with respect to the
repurchase rights of Holders of Securities pursuant to Section 14.5;

         (6) to make any changes or modifications to this Indenture necessary in
connection with the registration of any Registrable Securities under the
Securities Act as contemplated by Section 10.11, provided such action pursuant
to this clause (6) shall not adversely affect the interests of the Holders of
Securities in any respect;


                                       68
<PAGE>


         (7) to comply with the requirements of the Trust Indenture Act or the
rules and regulations of the SEC thereunder in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act, as contemplated
by this Indenture or otherwise;

         (8) to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee;

         (9) subject to Section 13.12, to make any change in Article XIII that
would limit or terminate the benefits available to any holder of Senior Debt
under such Article; (10) to cure any ambiguity, to correct or supplement any
provision herein that may be defective or may be inconsistent with any other
provision herein, or to make any other provisions with respect to matters or
questions arising under this Indenture as the Company and the Trustee may deem
necessary or desirable, provided such action pursuant to this clause

         (10) shall not adversely affect the interests of the Holders of
Securities in any material respect; or

         (11) to increase the Conversion Rate or reduce the Conversion Price,
provided that the increase or reduction, as the case may be, is in accordance
with the terms of this Indenture and will not adversely affect the interests of
the Holders of Securities.

         Upon Company Request, accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and subject to and upon receipt by
the Trustee of the documents described in Section 8.3 hereof, the Trustee shall
join with the Company in the execution of any supplemental indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained.

         Notwithstanding any other provision of this Indenture or the
Securities, the Registration Rights Agreement and the obligation to pay Special
Interest thereunder may be amended, modified or waived in accordance with the
provisions of the Registration Rights Agreement.

SECTION 8.2 Supplemental Indentures with Consent of Holders of Securities.

         With the written consent of the Holders of not less than a majority in
principal aggregate amount of the Outstanding Securities, by the Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent or affirmative vote of the Holder of each Outstanding Security
affected thereby:

         (1) change the Stated Maturity of the principal of, or any installment
of interest on (including Special Interest, if any), any Security, or reduce the
principal amount of, or the premium,


                                       69
<PAGE>


if any, or the rate of interest payable thereon, or reduce the amount payable
upon a redemption or mandatory repurchase, or change the place or currency of
payment of the principal of, premium, if any, or interest (including Special
Interest, if any) on any Security or impair the right to institute suit for the
enforcement of any payment in respect of any Security on or after the Stated
Maturity thereof or, except as permitted by Section 12.11, adversely affect the
right of Holders to convert any Security as provided in Article XII, or modify
the provisions of this Indenture with respect to the subordination of the
Securities in a manner adverse to the Holders;

         (2)      reduce the requirements of Section 9.4 for quorum or voting,
                  or reduce the percentage in principal amount of the
                  Outstanding Securities the consent of whose Holders is
                  required for any such supplemental indenture or the consent of
                  whose Holders is required for any waiver (of compliance with
                  certain provisions of this Indenture or certain defaults
                  hereunder and their consequences) provided for in this
                  Indenture;

         (3)      modify the obligation of the Company to maintain an office or
                  agency in the Borough of Manhattan, The City of New York,
                  pursuant to Section 10.2;

         (4)      modify any of the provisions of this Section or Section 5.13
                  or 10.11, except to increase any percentage contained herein
                  or therein or 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;

         (5)      modify the provisions of Article XIII in a manner adverse to
                  the Holders;

         (6)      modify the provisions of Article XIV in a manner adverse to
                  the Holders;

         (7)      modify the provisions of Article XI in a manner adverse to the
                  Holders;

         (8)      modify any of the provisions of Section 10.9; or

         (9)      modify the provisions with respect to Section 8.1 and this
                  Section 8.2.

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

         After the execution by the Company and the Trustee of any supplemental
indenture pursuant to the provisions of this Section 8.2, the Company shall give
notice to the Holders of Securities of such fact, setting forth in general terms
the substance of such supplemental indenture. Any failure of the Company to give
such notice, or any defect therein, shall not in any way impair or affect the
validity of any such supplemental indenture.


                                       70
<PAGE>


SECTION 8.3 Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article VIII or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

SECTION 8.4 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
appertaining thereto shall be bound thereby.

SECTION 8.5 Reference in Securities to Supplemental Indentures.

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

                                   ARTICLE IX
                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 9.1 Purposes for Which Meetings May Be Called.

         A meeting of Holders of Securities may be called at any time and from
time to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities.

SECTION 9.2 Call, Notice and Place of Meetings.

         (1) The Trustee may at any time call a meeting of Holders of Securities
for any purpose specified in Section 9.1, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, as the Trustee shall
determine. Notice of every meeting of Holders of Securities, setting forth the
time and the place of such meeting and in general terms the action proposed to
be


                                       71
<PAGE>


taken at such meeting, shall be given, in the manner provided in Section 1.6,
not less than 21 nor more than 180 days prior to the date fixed for the meeting.

         (2) In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 10% in principal amount of the Outstanding Securities
shall have requested the Trustee to call a meeting of the Holders of Securities
for any purpose specified in Section 9.1, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Securities in the
amount specified, as the case may be, may determine the time and the place in
the Borough of Manhattan, The City of New York, for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in paragraph
(1) of this Section.

SECTION 9.3 Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders of Securities, a
Person shall be (i) a Holder of one or more Outstanding Securities, or (ii) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more Outstanding Securities by such Holder or Holders. The only Persons
who shall be entitled to be present or to speak at any meeting of Holders shall
be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

SECTION 9.4 Quorum; Action.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities shall constitute a quorum. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders of Securities, be dissolved. In any other
case, the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting (subject to repeated applications of this sentence). Notice of
the reconvening of any adjourned meeting shall be given as provided in Section
9.2(1), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly the percentage of
the principal amount of the Outstanding Securities that shall constitute a
quorum.

         At a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid, any resolution and all matters (except as
limited by the proviso to Section 8.2 and except to the extent Section 10.11
requires a different vote) shall be effectively passed and decided if passed or
decided by the Holders of not less than a majority in principal amount of
Outstanding Securities.


                                       72
<PAGE>


         Any resolution passed or decisions taken at any meeting of Holders of
Securities duly held in accordance with this Section shall be binding on all the
Holders of Securities whether or not present or represented at the meeting, so
long as such resolutions and decisions are in writing. The Trustee shall, in the
name and at the expense of the Company, notify all the Holders of Securities of
any such resolutions or decisions pursuant to Section 1.6.

SECTION 9.5 Determination of Voting Rights; Conduct and Adjournment of Meetings.

         (1) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities in regard to proof of the holding of Securities and of the
appointment of proxies and in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of
the meeting as it shall deem appropriate. Except as otherwise permitted or
required by any such regulations, the holding of Securities shall be proved in
the manner specified in Section 1.4 and the appointment of any proxy shall be
proved in the manner specified in Section 1.4 or by having the signature of the
Person executing the proxy guaranteed by any bank, broker or other eligible
institution participating in a recognized medallion signature guarantee program.

         (2) The Trustee shall, by an instrument in writing, appoint a temporary
chairman (which may be the Trustee) of the meeting, unless the meeting shall
have been called by the Company or by Holders of Securities as provided in
Section 9.2(2), in which case the Company or the Holders of Securities calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Persons entitled to vote a majority in principal amount
of the Outstanding Securities represented at the meeting.

         (3) At any meeting, each Holder of a Security or proxy shall be
entitled to one vote for each U.S. $1,000 principal amount of Securities held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Security challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote, except as a Holder of a Security or proxy.

         (4) Any meeting of Holders of Securities duly called pursuant to
Section 9.2 at which a quorum is present may be adjourned from time to time by
Persons entitled to vote a majority in principal amount of the Outstanding
Securities represented at the meeting, and the meeting may be held as so
adjourned without further notice.

SECTION 9.6 Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Securities shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities or of their representatives by proxy and
the principal amounts at Stated Maturity and serial numbers of the


                                       73
<PAGE>


Outstanding Securities held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more Persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 9.2 and, if applicable, Section 9.4. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company and another to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

                                    ARTICLE X
                                    COVENANTS

SECTION 10.1 Payment of Principal, Premium and Interest.

         The Company covenants and agrees that it will duly and punctually pay
the principal of and premium, if any, and interest (including Special Interest,
if any) on the Securities in accordance with the terms of the Securities and
this Indenture.

SECTION 10.2 Maintenance of Offices or Agencies.

         The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where the Securities may be surrendered for
registration of transfer or exchange or for presentation for payment or for
conversion, redemption or repurchase and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served, which
shall initially be an office or agency of the Trustee. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency not designated or appointed by the Trustee.
If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office or the office or agency of the Trustee in the Borough of
Manhattan, The City of New York.

         The Company may at any time and from time to time vary or terminate the
appointment of any such agent or appoint any additional agents for any or all of
such purposes; provided, however, that until all of the Securities have been
delivered to the Trustee for cancellation, or moneys sufficient to pay the
principal of, premium, if any, and interest (including any Special Interest) on
the Securities have been made available for payment and either paid or returned
to the Company pursuant to the provisions of Section 10.3, the Company will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Securities may be presented or surrendered for


                                       74
<PAGE>


payment and conversion, which shall initially be Wilmington Trust Company,
office of the Trustee located at c/o Computer Share Trust Company of New York,
88 Pine Street, New York, NY 10005, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company will give prompt written notice to the Trustee, and notice to the
Holders in accordance with Section 1.6, of the appointment or termination of any
such agents and of the location and any change in the location of any such
office or agency.

         The Company hereby initially designates the Trustee as Paying Agent,
Security Registrar and Conversion Agent, and each of the Corporate Trust Office
of the Trustee and the office or agency of the Trustee in the Borough of
Manhattan, The City of New York, Wilmington Trust Company, c/o Computer Share
Trust Company of New York, 88 Pine Street, New York, New York 10005, as one such
office or agency of the Company for each of the aforesaid purposes.

SECTION 10.3 Money for Security Payments to Be Held in Trust.

         If the Company shall act as its own Paying Agent, it will, on or before
each due date of the principal of, premium, if any, or interest (including any
Special Interest) on any of the Securities, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal,
premium, if any, or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and the Company will
promptly notify the Trustee of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents, it will, no
later than the opening of business on each due date of the principal of,
premium, if any, or interest on any Securities, deposit with the Trustee a sum
in funds immediately payable on the payment date sufficient to pay the
principal, premium, if any, or interest so becoming due, such sum to be held for
the benefit of the Persons entitled to such principal, premium, if any, or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of any failure so to act.

         The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

         (1) hold all sums held by it for the payment of the principal of,
premium, if any, or interest on Securities for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;

         (2) give the Trustee notice of any default by the Company (or any other
obligor upon the Securities) in the making of any payment of principal, premium,
if any, or interest; and

         (3) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held by
such Paying Agent.


                                       75
<PAGE>


         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Security and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be paid
to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease.

SECTION 10.4 Existence.

         Subject to Article VII, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect:

         (1) its corporate existence, and the corporate, partnership or other
existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Company or any such Subsidiary; and

         (2) the rights (charter and statutory), licenses and franchises of the
Company and its Subsidiaries;

provided, however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any of its Subsidiaries, if the Company's Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries, taken as whole, and that the loss
thereof is not adverse in any material respect to the Holders.

SECTION 10.5 Maintenance of Properties.

         The Company will cause all properties used or useful in the conduct of
its business to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as, and to the extent, in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent the Company from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the


                                       76
<PAGE>


judgment of the Company, desirable in the conduct of its business and not
disadvantageous in any material respect to the Holders.

SECTION 10.6 Payment of Taxes and Other Claims.

         The Company will pay or discharge, or cause to be paid or discharged,
before the same may become delinquent, (i) all taxes, assessments and
governmental charges levied or imposed upon the Company or upon the income,
profits or property of the Company and, (ii) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien or charge
upon the property of the Company; provided, however, that the Company shall not
be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim (A) if the failure to do so will not, in the
aggregate, have a material adverse effect on the business, properties, financial
condition or results of operations of the Company and its subsidiaries taken as
a whole, or (B) if the amount, applicability or validity of such tax,
assessment, charge or claim is being contested in good faith by appropriate
proceedings.

SECTION 10.7 Registration and Listing.

         The Company will effect all registrations with, and obtain all
approvals by, all governmental authorities that may be necessary under any
United States Federal or state law (including the Securities Act, the Exchange
Act and state securities and Blue Sky laws) before the shares of Common Stock
issuable upon conversion of Securities are issued and delivered, and qualified
or listed as contemplated under the Registration Rights Agreement.

         Nothing in this Section will limit the application of Section 10.10.

SECTION 10.8 Statement by Officers as to Default.

         (1) The Company shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default has occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.


                                       77
<PAGE>


         (2) So long as any of the Notes are outstanding, the Company will
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

SECTION 10.9 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 of a Restricted Security or the
holder 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 of Restricted Securities or such holder of shares of
Common Stock issued upon conversion of Restricted Securities, or to a
prospective purchaser of any such security designated by any such Holder or
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 (or any successor
provision thereto) in connection with the resale of any such security; provided,
however, that the Company shall not be required to furnish such information in
connection with any request made on or after the date that is two years after
the Issue Date. "Rule 144A Information" shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor
provision thereto).

SECTION 10.10 Registration Rights.

         The Company agrees that the holders from time to time of Registrable
Securities (as defined below) are entitled to the benefits the Registration
Rights Agreement, as it may be amended from time to time in accordance with its
terms.

         Whenever in this Indenture there is mentioned, in any context, the
payment of interest in respect of any Security, such mention shall be deemed to
include mention of the payment of Special Interest provided for in this Section
to the extent that, in such context, Special Interest is, was or would be
payable in respect thereof pursuant to the provisions of this Section and
express mention of the payment of Special Interest (if applicable) in any
provisions hereof shall not be construed as excluding Special Interest in those
provisions hereof where such express mention is not made.

         For the purposes of the Registration Rights Agreement, "Registrable
Securities" means all or any portion of the Securities issued from time to time
under this Indenture in registered form and the shares of Common Stock issuable
upon conversion, repurchase or redemption of such Securities; except any such
Security or share of Common Stock that (i) has been effectively registered under
the Securities Act and sold in a manner contemplated by the Shelf Registration
Statement, (ii) has been transferred in compliance with Rule 144 under the
Securities Act (or any successor provision thereto) or is transferable pursuant
to paragraph (k) of such Rule 144 (or any successor provision thereto), or (iii)
has otherwise been transferred and a new Security or share of Common Stock not
subject to transfer restrictions under the Securities Act has been delivered by
or on behalf of the Company in accordance with this Indenture.


                                       78
<PAGE>


         If a Security, or the shares of Common Stock issuable upon conversion
of a Security, is a Registrable Security, and the holder thereof elects to sell
such Registrable Security pursuant to the Shelf Registration Statement then, by
its acceptance thereof, the holder of such Registrable Security will have agreed
to be bound by the terms of the Registration Rights Agreement relating to the
Registrable Securities which are the subject of such election.

         If Special Interest is payable under the Registration Rights Agreement,
the Company shall deliver to the Trustee a certificate to that effect stating
(i) the amount of Special Interest that is payable and (ii) the date on which
Special Interest is payable. Unless and until a Responsible Officer of the
Trustee receives at the Corporate Trust Office such a certificate, the Trustee
may assume without inquiry that no Special Interest is payable. If Special
Interest has been paid by the Company directly to the persons entitled to them,
the Company shall deliver to the Trustee a certificate setting forth the
particulars of such payment.

SECTION 10.11 Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 10.5 and 10.6, inclusive (other than
a covenant or condition which under Article VIII cannot be modified or amended
without the consent of the Holder of each Outstanding Security affected), if
before the time for such compliance the Holders shall, through the written
consent of not less than a majority in principal amount of the Outstanding
Securities, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee or any Paying or Conversion Agent in respect of
any such covenant or condition shall remain in full force and effect.

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

SECTION 11.1 Right of Redemption.

         The Securities may be redeemed in accordance with the provisions of the
form of Securities set forth in Section 2.2.

SECTION 11.2 Applicability of Article.

         Redemption of Securities at the election of the Company or otherwise,
as permitted or required by any provision of the Securities or this Indenture,
shall be made in accordance with such provision and this Article XI.


                                       79
<PAGE>


SECTION 11.3 Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. Subject to Section 11.5, in case of any redemption at the
election of the Company of any of the Securities, the Company shall, at least 45
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date.

SECTION 11.4 Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected by the Trustee in principal amounts
of $1,000 or integral multiples thereof by lot or on a pro rata basis.

         If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities that have
been converted during a selection of Securities to be redeemed may be treated by
the Trustee as Outstanding for the purpose of such selection. The Trustee shall
promptly notify the Company and each Security Registrar in writing of the
securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 11.5 Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
1.6 to the Holders of Securities to be redeemed not less than 30 nor more than
60 days prior to the Redemption Date, and such notice shall be irrevocable.

         All notices of redemption shall state:

         (1) the Redemption Date;

         (2) the Redemption Price and accrued interest (including Special
Interest, if any) to, but excluding, the Redemption Date;

         (3) if less than all Outstanding Securities are to be redeemed, the
aggregate principal amount of Securities to be redeemed and the aggregate
principal amount of Securities which will be outstanding after such partial
redemption;


                                       80
<PAGE>


         (4) that on the Redemption Date the Redemption Price and accrued
interest (including Special Interest, if any) to, but excluding, the Redemption
Date, will become due and payable upon each such Security to be redeemed, and
that interest thereon shall cease to accrue on and after said date;

         (5) the Conversion Rate, the date on which the right to convert the
Securities to be redeemed will terminate and the places where such Securities
may be surrendered for conversion; and

         (6) the place or places where such Securities are to be surrendered for
payment of the Redemption Price and accrued interest (including Special
Interest, if any), if any, to, but excluding, the Redemption Date.

         In case of a partial redemption, the notice shall specify the serial
and CUSIP numbers (if any) and the portions thereof called for redemption and
that transfers and exchanges may occur on or prior to the Redemption Date.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's written request,
by the Trustee in the name of and at the expense of the Company. Notice of
redemption of Securities to be redeemed at the election of the Company received
by the Trustee shall be given by the Trustee to each Paying Agent in the name of
and at the expense of the Company. Notice shall be given to the Trustee at least
45 days prior to the redemption date in the case of a partial redemption.

SECTION 11.6 Deposit of Redemption Price.

         On or prior to the Redemption Date, the Company shall deposit with the
Trustee (or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 10.3) an amount of money (which shall be in
immediately available funds on such Redemption Date) sufficient to pay the
Redemption Price and (except if the Redemption Date shall be an Interest Payment
Date) accrued interest (including Special Interest, if any) to, but excluding,
the Redemption Date on all the Securities which are to be redeemed on that date,
other than any Securities called for redemption on that date which have been
converted prior to the date of such deposit.

         If any Security called for redemption is converted, any money deposited
with the Trustee or so segregated and held in trust for the redemption of such
Security shall (subject to any right of the Holder of such Security or any
Predecessor Security to receive interest as provided in the last paragraph of
Section 3.7) be returned to the Company on Company Request or, if then held by
the Company, shall be discharged from such trust.


                                       81
<PAGE>


SECTION 11.7 Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price, including accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
Security for redemption in accordance with said notice such Security shall be
paid by the Company at the Redemption Price together with accrued and unpaid
interest (including Special Interest, if any) to, but excluding, the Redemption
Date; provided, however, that installments of interest on Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such on the relevant Record Date according to their terms and the provisions of
Section 3.7.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal amount of, premium, if any, and,
to the extent permitted by applicable law, accrued interest (including any
Special Interest) on such Security shall, until paid, bear interest from the
Redemption Date at a rate of 5.00% per annum and such Security shall remain
convertible until the Redemption Price of such Security (or portion thereof, as
the case may be) shall have been paid or duly provided for.

         Any Security that is to be redeemed only in part shall be surrendered
at the Corporate Trust Office or an office or agency of the Company designated
for that purpose pursuant to Section 10.2 (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 his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and make available for delivery 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 unredeemed portion of the principal of
the Security so surrendered.

SECTION 11.8 Conversion Arrangement on Call for Redemption.

         In connection with any redemption of Securities, the Company may
arrange for the purchase and conversion of any Securities by an agreement with
one or more investment bankers or other purchasers (the "Purchasers") to
purchase such securities by paying to the Trustee in trust for the Holders, on
or before the Redemption Date, an amount not less than the applicable Redemption
Price, together with interest (including any Special Interest) accrued to, but
excluding, the Redemption Date, of such Securities. Notwithstanding anything to
the contrary contained in this Article XI the obligation of the Company to pay
the Redemption Price, together with interest accrued to, but excluding, the
Redemption Date, shall be deemed to be satisfied and discharged to the extent
such amount is so paid by such Purchasers. If such an agreement is entered into
(a copy of which shall be filed with the Trustee prior to the close of business
on the Business Day immediately prior to the Redemption Date), any Securities
called for redemption that are not duly surrendered for conversion by the
Holders thereof may, at the option of the Company, be deemed, to the fullest


                                       82
<PAGE>


extent permitted by law, and consistent with any agreement or agreements with
such Purchasers, to be acquired by such Purchasers from such Holders and
(notwithstanding anything to the contrary contained in Article XII) surrendered
by such Purchasers for conversion, all as of immediately prior to the close of
business on the Redemption Date (and the right to convert any such Securities
shall be extended through such time), subject to payment of the above amount as
aforesaid. At the direction of the Company, the Trustee shall hold and dispose
of any such amount paid to it by the Purchasers to the Holders in the same
manner as it would monies deposited with it by the Company for the redemption of
Securities. Without the Trustee's prior written consent, no arrangement between
the Company and such Purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture,
and the Company agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such arrangement for the purchase and conversion of any Securities between the
Company and such Purchasers, including the costs and expenses, including
reasonable legal fees, incurred by the Trustee in the defense of any claim or
liability arising out of or in connection with the exercise or performance of
any of its powers, duties, responsibilities or obligations under this Indenture.

                                   ARTICLE XII
                            CONVERSION OF SECURITIES

SECTION 12.1 Conversion Privilege and Conversion Rate.

         Subject to and upon compliance with the provisions of this Article, at
the option of the Holder thereof, any portion of the principal amount of any
Security that is an integral multiple of $1,000 may be converted into fully paid
and nonassessable shares (calculated as to each conversion to the nearest
1/100th of a share) of Common Stock of the Company at the Conversion Rate,
determined as hereinafter provided, in effect at the time of conversion. Such
conversion right shall commence on the initial issuance date of the Securities
and expire at the close of business on the date of Maturity, subject, in the
case of conversion of any Global Security, to any Applicable Procedures. In case
a Security or portion thereof is called for redemption at the election of the
Company or the Holder thereof exercises its right to require the Company to
repurchase the Security, such conversion right in respect of the Security, or
portion thereof so called or submitted, shall expire at the close of business on
the Business Day immediately preceding the Redemption Date or the Repurchase
Date, as the case may be, unless the Company defaults in making the payment due
upon redemption or repurchase, as the case may be (in each case subject as
aforesaid to any Applicable Procedures with respect to any Global Security).

         The rate at which shares of Common Stock shall be delivered upon
conversion (herein called the "Conversion Rate") shall be initially 104.8108
shares of Common Stock for each U.S.$1,000 principal amount of Securities. The
Conversion Rate shall be adjusted in certain instances as provided in this
Article XII.


                                       83
<PAGE>


SECTION 12.2 Exercise of Conversion Privilege.

         In order to exercise the conversion privilege, the Holder of any
Security to be converted shall surrender such Security, duly endorsed in blank,
at any office or agency of the Company maintained for that purpose pursuant to
Section 10.2, accompanied by a duly signed conversion notice substantially in
the form set forth in Section 2.4 stating that the Holder elects to convert such
Security or, if less than the entire principal amount thereof is to be
converted, the portion thereof to be converted. Each Security surrendered for
conversion (in whole or in part) during the Record Date Period shall be
accompanied by payment in New York Clearing House funds or other funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of such Security (or part thereof,
as the case may be) being surrendered for conversion; provided, however, that no
such payment need be made in the case of any Security or portion thereof which
has been called for redemption on a Redemption Date, or is repurchasable on a
Repurchase Date, occurring, in either case, within the period from the close of
business on any Regular Record Date immediately preceding any Interest Payment
Date to the close of business on the third Business Day following such Interest
Payment Date and, as a result, the right to convert such Security would
otherwise terminate in such period if not exercised. The interest so payable on
such Interest Payment Date with respect to any Security (or portion thereof, if
applicable) that is surrendered for conversion during the Record Date Period
shall be paid to the Holder of such Security as of such Regular Record Date in
an amount equal to the interest that would have been payable on such Security if
such Security had been converted as of the close of business on such Interest
Payment Date. Interest payable on any Interest Payment Date in respect of any
Security surrendered for conversion on or after such Interest Payment Date shall
be paid to the Holder of such Security as of the Regular Record Date immediately
preceding such Interest Payment Date, notwithstanding the exercise of the right
of conversion. Except as provided in this paragraph and subject to the last
paragraph of Section 3.7, no cash payment or adjustment shall be made upon any
conversion on account of any interest accrued from the Interest Payment Date
next preceding the conversion date, in respect of any Security (or part thereof,
as the case may be) surrendered for conversion, or on account of any dividends
on the Common Stock issued upon conversion. The Company's delivery to the Holder
of the number of shares of Common Stock (and cash in lieu of fractions thereof,
as provided in this Indenture) into which a Security is convertible will be
deemed to satisfy the Company's obligation to pay the principal amount of the
Security.

         Securities shall be deemed to have been converted immediately prior to
the close of business on the day of surrender of such Securities for conversion
in accordance with the foregoing provisions, and at such time the rights of the
Holders of such Securities as Holders shall cease, and the Person or Persons
entitled to receive the Common Stock issuable upon conversion shall be treated
for all purposes as the record holder or holders of such Common Stock at such
time. As promptly as practicable on or after the conversion date, the Company
shall issue and deliver to the Trustee, for delivery to the Holder (unless a
different Person is indicated on the Conversion Notice), a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share, as
provided in Section 12.3.


                                       84
<PAGE>


         All shares of Common Stock delivered upon such conversion of Restricted
Securities shall bear restrictive legends substantially in the form of the
legends required to be set forth on the Restricted Securities pursuant to
Section 3.5 and shall be subject to the restrictions on transfer provided in
such legends. Neither the Trustee nor any agent maintained for the purpose of
such conversion shall have any responsibility for the inclusion or content of
any such restrictive legends on such Common Stock; provided, however, that the
Trustee or any agent maintained for the purpose of such conversion shall have
provided, to the Company or to the Company's transfer agent for such Common
Stock, prior to or concurrently with a request to the Company to deliver such
Common Stock, written notice that the Securities delivered for conversion are
Restricted Securities.

         In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Security or
Securities of authorized denominations in an aggregate principal amount equal to
the unconverted portion of the principal amount of such Security. A Security may
be converted in part, but only if the principal amount of such Security to be
converted is any integral multiple of U.S. $1,000 and the principal amount of
such security to remain Outstanding after such conversion is equal to U.S.
$1,000 or any integral multiple of $1,000 in excess thereof.

         If shares of Common Stock to be issued upon conversion of a Restricted
Security, or Securities to be issued upon conversion of a Restricted Security in
part only, are to be registered in a name other than that of the beneficial
owner of such Restricted Security, then such Holder must deliver to the
Conversion Agent a Surrender Certificate, dated the date of surrender of such
Restricted Security and signed by such beneficial owner, as to compliance with
the restrictions on transfer applicable to such Restricted Security. Neither the
Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required
to register in a name other than that of the beneficial owner, shares of Common
Stock or Securities issued upon conversion of any such Restricted Security not
so accompanied by a properly completed Surrender Certificate.

SECTION 12.3 Fractions of Shares.

         No fractional shares of Common Stock shall be issued upon conversion of
any Security or Securities. If more than one Security shall be surrendered for
conversion at one time by the same Holder, the number of full shares which shall
be issuable upon conversion thereof shall be computed on the basis of the
aggregate principal amount of the Securities (or specified portions thereof) so
surrendered. Instead of any fractional share of Common Stock that would
otherwise be issuable upon conversion of any Security or Securities (or
specified portions thereof), the Company shall calculate and pay a cash
adjustment in respect of such fraction (calculated to the nearest 1/100th of a
share) in an amount equal to the same fraction of the Closing Price Per Share at
the close of business on the day of conversion.


                                       85
<PAGE>


SECTION 12.4 Adjustment of Conversion Rate.

         The Conversion Rate shall be subject to adjustments from time to time
as follows:

         (1) In case the Company shall pay or make a dividend or other
distribution on shares of Common Stock payable in shares of Common Stock, the
Conversion Rate in effect at the opening of business on the day following the
date fixed for the determination of shareholders entitled to receive such
dividend or other distribution shall be increased by dividing such Conversion
Rate by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination and the denominator shall be the sum of such number of shares and
the total number of shares constituting such dividend or other distribution,
such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. If, after any such date
fixed for determination, any dividend or distribution is not in fact paid, the
Conversion Rate shall be immediately readjusted, effective as of the date the
Company's Board of Directors determines not to pay such dividend or
distribution, to the Conversion Rate that would have been in effect if such
determination date had not been fixed. For the purposes of this paragraph (1),
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.

         (2) In case the Company shall issue rights, options or warrants to all
holders of its Common Stock entitling them to subscribe for or purchase shares
of Common Stock at a price per share less than the current market price per
share (determined as provided in paragraph (8) of this Section 12.4) of the
Common Stock on the date fixed for the determination of stockholders entitled to
receive such rights, options or warrants (other than any rights, options or
warrants that by their terms will also be issued to any Holder upon conversion
of a Security into shares of Common Stock without any action required by the
Company or any other Person), the Conversion Rate in effect at the opening of
business on the day following the date fixed for such determination shall be
increased by dividing such Conversion Rate by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the number of shares of
Common Stock that the aggregate of the offering price of the total number of
shares of Common Stock so offered for subscription or purchase would purchase at
such current market price and the denominator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase, such increase to become effective immediately after
the opening of business on the day following the date fixed for such
determination. If, after any such date fixed for determination, any such rights,
options or warrants are not in fact issued, or are not exercised prior to the
expiration thereof, the Conversion Rate shall be immediately readjusted,
effective as of the date such rights, options or warrants expire, or the date
the Company's Board of Directors determines not to issue such rights, options or
warrants, to the Conversion Rate that would have been in effect if the
unexercised rights, options or warrants had never been granted or such
determination date had not been fixed, as the case may be. For the purposes of
this paragraph (2),


                                       86
<PAGE>


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 issue any rights, options or warrants in respect of
shares of Common Stock held in the treasury of the Company.

         (3) 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 subdivision or 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.

         (4) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock evidences of its Indebtedness, shares of any
class of the Company's Capital Stock or other property (including cash or assets
or securities, but excluding (i) any rights, options or warrants referred to in
paragraph (2) of this Section, (ii) any dividend or distribution paid
exclusively in cash, (iii) any dividend or distribution referred to in paragraph
(1) of this Section 12.4, (iv) any consideration distributed in any merger or
consolidation to which Section 12.11 applies and (v) Capital Stock of the
Company's Subsidiaries (the "Distributed Assets")), the Conversion Rate shall be
adjusted so that the same shall equal the rate determined by dividing the
Conversion Rate in effect immediately prior to the close of business on the date
fixed for the determination of stockholders entitled to receive such
distribution by a fraction of which the numerator shall be the current market
price per share (determined as provided in paragraph (8) of this Section 12.4)
of the Common Stock on the date fixed for such determination less the then fair
market value (as determined by the Company's Board of directors, whose
determination shall be conclusive and described in a Board Resolution filed with
the Trustee) of the portion of the assets, shares or evidences of Indebtedness
so distributed applicable to one share of Common Stock and the denominator shall
be such current market price per share of the Common Stock, such adjustment to
become effective immediately prior to the opening of business on the day
following the date fixed for the determination of stockholders entitled to
receive such distribution. If after any such date fixed for determination, any
such distribution is not in fact made, the Conversion Rate shall be immediately
readjusted, effective as of the date of the Company's Board of Directors
determines not to make such distribution, to the Conversion Rate that would have
been in effect if such determination date had not been fixed.

         (5) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any cash that is distributed as
part of a distribution referred to in paragraph (4) of this Section or cash
distributed upon a merger or consolidation to which Section 12.11 applies) in an
aggregate amount that, combined together with (I) the aggregate amount of any


                                       87
<PAGE>


other all-cash distributions to all holders of its Common Stock made exclusively
in cash within the twelve-month period preceding the date of payment of such
distribution and in respect of which no adjustment pursuant to this paragraph
(5) has been made and (II) the aggregate of any cash plus the fair market value
(as determined by the Company's Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) of other consideration payable
in respect of any tender offer by the Company or any of its Subsidiaries for all
or any portion of the Common Stock concluded within the twelve-month period
preceding the date of payment of such distribution and in respect of which no
adjustment pursuant to paragraph (6) of this Section 12.4 has been made (the
"combined cash and tender amount") exceeds 1.0% of the product of the current
market price per share (determined as provided in paragraph (8) of this Section
12.4) of the Common Stock on the date for the determination of holders of shares
of Common Stock entitled to receive such distribution times the number of shares
of Common Stock outstanding on such date (the "aggregate current market price"),
then, and in each such case, immediately after the close of business on such
date for determination, the Conversion Rate shall be adjusted so that the same
shall equal the rate determined by dividing the Conversion Rate in effect
immediately prior to the close of business on the date fixed for determination
of the stockholders entitled to receive such distribution by a fraction (i) the
numerator of which shall be equal to the current market price per share
(determined as provided in paragraph (8) of this Section) of the Common Stock on
the date fixed for such determination less an amount equal to the quotient of
(x) the excess of such combined cash and tender amount over 1.0% of such
aggregate current market price divided by (y) the number of shares of Common
Stock outstanding on such date for determination and (ii) the denominator of
which shall be equal to the current market price per share (determined as
provided in paragraph (8) of this Section 12.4) of the Common Stock on such date
fixed for determination.

         (6) In case a tender offer made by the Company or any Subsidiary for
all or any portion of the Common Stock shall expire and such tender offer (as
amended upon the expiration thereof) shall require the payment to stockholders
(based on the acceptance (up to any maximum specified in the terms of the tender
offer) of Purchased Shares (as defined below)) of an aggregate consideration
having a fair market value (as determined by the Company's Board of Directors,
whose determination shall be conclusive and described in a Board Resolution)
that together with (I) the aggregate of the cash plus the fair market value (as
determined by the Company's Board of Directors, whose determination shall be
conclusive and described in a Board Resolution), as of the expiration of such
tender offer, of other consideration payable in respect of any other tender
offer by the Company or any Subsidiary for all or any portion of the Common
Stock expiring within the twelve month period preceding the expiration of such
tender offer and in respect of which no adjustment pursuant to this paragraph
(6) has been made and (II) the aggregate amount of any cash distributions to all
holders of the Common Stock within the twelve month period preceding the
expiration of such tender offer and in respect of which no adjustment pursuant
to paragraph (5) of this Section has been made (the "combined tender and cash
amount") exceeds 1.0% of the product of the current market price per share of
the Common Stock (determined as provided in paragraph (8) of this Section 12.4)
as of the last time (the "Expiration Time") tenders could have been made
pursuant to such tender offer (as it may be amended) times the number of shares
of Common Stock


                                       88
<PAGE>


outstanding (including any tendered shares) as of the Expiration Time, then, and
in each such case immediately prior to the opening of business on the day after
the date of the Expiration Time, the Conversion Rate shall be adjusted so that
the same shall equal the rate determined by dividing the Conversion Rate
immediately prior to close of business on the date of the Expiration Time by a
fraction (i) the numerator of which shall be equal to (A) the product of (I) the
current market price per share of the Common Stock (determined as provided in
paragraph (8) of this Section 12.4) on the date of the Expiration Time
multiplied by (II) the number of shares of Common Stock outstanding (including
any tendered shares) on the Expiration Time less (B) the combined tender and
cash amount, and (ii) the denominator of which shall be equal to the product of
(A) the current market price per share of the Common Stock (determined as
provided in paragraph (8) of this Section 12.4) as of the Expiration Time
multiplied by (B) the number of shares of Common Stock outstanding (including
any tendered shares) as of the Expiration Time less the number of all shares
validly tendered and not withdrawn as of the Expiration Time (the shares deemed
so accepted up to any such maximum, being referred to as the "Purchased
Shares").

         (7) The reclassification of Common Stock into securities other than
Common Stock (other than any reclassification upon a consolidation or merger to
which Section 12.11 applies) shall be deemed to involve (a) a distribution of
such securities other than Common Stock to all holders of Common Stock (and the
effective date of such reclassification shall be deemed to be "the date fixed
for the determination of stockholders entitled to receive such distribution" and
"the date fixed for such determination" within the meaning of paragraph (4) of
this Section), and (b) a subdivision or combination, as the case may be, of the
number of shares of Common Stock outstanding immediately prior to such
reclassification into the number of shares of Common Stock outstanding
immediately thereafter (and the effective date of such reclassification shall be
deemed to be "the day upon which such subdivision becomes effective" or "the day
upon which such combination becomes effective", as the case may be, and "the day
upon which such subdivision or combination becomes effective" within the meaning
of paragraph (3) of this Section 12.4).

         (8) For the purpose of any computation under paragraphs (2), (4), (5)
or (6) of this Section 12.4, the current market price per share of Common Stock
on any date shall be calculated by the Company and be the average of the daily
Closing Prices Per Share for the five consecutive Trading Days selected by the
Company commencing not more than 10 Trading Days before, and ending not later
than the earlier of the day in question and the day before the "ex date" with
respect to the issuance or distribution requiring such computation. For purposes
of this paragraph, the term "'ex date", when used with respect to any issuance
or distribution, means the first date on which the Common Stock trades regular
way in the applicable securities market or on the applicable securities exchange
without the right to receive such issuance or distribution.

         (9) No adjustment in the Conversion Rate shall be required unless such
adjustment (plus any adjustments not previously made by reason of this paragraph
(9)) would require an increase or decrease of at least one percent in such rate;
provided, however, that any adjustments which by reason of this paragraph (9)
are not required to be made shall be carried forward and taken into


                                       89
<PAGE>


account in any subsequent adjustment. All calculations under this Article shall
be made to the nearest cent or to the nearest one-hundredth of a share, as the
case may be.

         (10) The Company may make such increases in the Conversion Rate, for
the remaining term of the Securities or any shorter term, in addition to those
required by paragraphs (1), (2), (3), (4), (5) and (6) of this Section 12.4, as
it considers to be advisable in order to avoid or diminish any income tax to any
holders of shares of Common Stock resulting from any dividend or distribution of
stock or issuance of rights or warrants to purchase or subscribe for stock or
from any event treated as such for income tax purposes. The Company shall have
the power to resolve any ambiguity or correct any error in this paragraph (10)
and its actions in so doing shall, absent manifest error, be final and
conclusive.

         (11) Notwithstanding the foregoing provisions of this Section, no
adjustment of the Conversion Rate shall be required to be made (a) upon the
issuance of shares of Common Stock pursuant to any present or future plan for
the reinvestment of dividends or (b) because of a tender or exchange offer of
the character described in Rule 13e-4(h)(5) under the Exchange Act or any
successor rule thereto.

         (12) To the extent permitted by applicable law, the Company from time
to time may increase the Conversion Rate by any amount for any period of time if
the period is at least twenty (20) days, the increase is irrevocable during such
period, and the Company's 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; provided, however, that no such increase
shall be taken into account for purposes of determining whether the Closing
Price Per Share of the Common Stock equals or exceeds 110% of the Conversion
Price in connection with an event which would otherwise be a Change in Control
pursuant to Section 14.4. Whenever the Conversion Rate is increased pursuant to
the preceding sentence, the Company shall give notice of the increase to the
Holders in the manner provided in Section 1.6 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.

Notwithstanding anything in this Section 12.4, if at any time the Company shall
distribute shares of common stock of any Subsidiary to all holders of the
Company's Common Stock, the Company may elect to reserve a pro rata portion of
such distribution for the benefit of the Holders of the Securities in lieu of
adjusting the Conversion Price pursuant to the terms hereof.

SECTION 12.5 Notice of Adjustments of Conversion Rate.

         Whenever the Conversion Rate is adjusted as herein provided:

         (1) the Company shall compute the adjusted Conversion Rate in
accordance with Section 12.4 and shall prepare a certificate signed by the Chief
Financial Officer of the Company setting forth the adjusted Conversion Rate and
showing in reasonable detail the facts upon which such


                                       90
<PAGE>


adjustment is based, and such certificate shall promptly be filed with the
Trustee and with each Conversion Agent; and

         (2) upon each such adjustment, a notice stating that the Conversion
Rate has been adjusted and setting forth the adjusted Conversion Rate shall be
required, and as soon as practicable after it is required, such notice shall be
provided by the Company to all Holders in accordance with Section 1.6.

         Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such certificate or the information and
calculations contained therein, except to exhibit the same to any Holder of
Securities desiring inspection thereof at its office during normal business
hours.

SECTION 12.6 Notice of Certain Corporate Action.

         In case:

         (1) the Company shall declare a dividend (or any other distribution) on
its Common Stock payable (i) otherwise than exclusively in cash or (ii)
exclusively in cash in an amount that would require any adjustment pursuant to
Section 12.4; or

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

         (3) of any reclassification of the Common Stock, or of any
consolidation, merger or share exchange to which the Company is a party and for
which approval of any stockholders of the Company is required, or of the
conveyance, sale, transfer or lease of all or substantially all of the assets of
the Company; or

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

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 10.2, and shall
cause to be provided to all Holders in accordance with Section 1.6, at least 20
days (or 10 days in any case specified in clause (1) or (2) above) prior to the
applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution, rights, options 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, rights, options or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, conveyance,
transfer, sale, lease, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their


                                       91
<PAGE>


shares of Common Stock for securities, cash or other property deliverable upon
such reclassification, consolidation, merger, conveyance, transfer, sale, lease,
dissolution, liquidation or winding up. Neither the failure to give such notice
or the notice referred to in the following paragraph nor any defect therein
shall affect the legality or validity of the proceedings described in clauses
(1) through (4) of this Section 12.6. If at the time the Trustee shall not be
the conversion agent, a copy of such notice shall also forthwith be filed by the
Company with the Trustee.

         The Company shall cause to be filed at the Corporate Trust Office and
each office or agency maintained for the purpose of conversion of Securities
pursuant to Section 10.2, and shall cause to be provided to all Holders in
accordance with Section 1.6, notice of any tender offer by the Company or any
Subsidiary for all or any portion of the Common Stock at or about the time that
such notice of tender offer is provided to the public generally.

SECTION 12.7 Company to Reserve Common Stock.

         The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Securities, the full number of shares of
Common Stock then issuable upon the conversion of all Outstanding Securities.

SECTION 12.8 Taxes on Conversions.

         Except as provided in the next sentence, the Company will pay any and
all taxes and duties that may be payable in respect of the issue or delivery of
shares of Common Stock on conversion of Securities pursuant hereto. The Company
shall not, however, be required to pay any tax or duty that may be payable in
respect of (i) income of the Holder, or (ii) any transfer involved in the issue
and delivery of shares of Common Stock in a name other than that of the Holder
of the Security or Securities to be converted, and no such issue or delivery
shall be made unless and until the Person requesting such issue has paid to the
Company the amount of any such tax or duty, or has established to the
satisfaction of the Company that such tax or duty has been paid.

SECTION 12.9 Covenant as to Common Stock.

         The Company agrees that all shares of Common Stock that may be
delivered upon conversion of Securities, upon such delivery, will have been duly
authorized and validly issued and will be fully paid and nonassessable and,
except as provided in Section 12.8, the Company will pay all taxes, liens and
charges with respect to the issue thereof.

SECTION 12.10 Cancellation of Converted Securities.

         All Securities delivered for conversion shall be delivered to the
Trustee or its agent to be canceled by or at the direction of the Trustee, which
shall dispose of the same as provided in Section 3.9.



                                       92
<PAGE>


SECTION 12.11 Provision in Case of Consolidation, Merger or Sale of Assets.

         In case of any consolidation or merger of the Company with or into any
other Person, any merger of another Person with or into the Company (other than
a merger that does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock of the Company) or any
conveyance, sale or transfer of all or substantially all of the assets of the
Company (other than a sale of all or substantially all of the assets of the
Company that does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock of the Company), the Person
formed by such consolidation or resulting from such merger or which acquires
such assets, as the case may be, shall execute and deliver to the Trustee a
supplemental indenture providing that the Holder of each Security then
Outstanding shall have the right thereafter, during the period such Security
shall be convertible as specified in Section 12.1, to convert such Security only
into the kind and amount of securities, cash and other property receivable upon
such consolidation, merger, conveyance, sale or transfer by a holder of the
number of shares of Common Stock of the Company into which such Security might
have been converted immediately prior to such consolidation, merger, conveyance,
sale or transfer assuming such holder of Common Stock of the Company (i) is not
(A) a Person with which the Company consolidated or merged with or into or which
merged into or with the Company or to which such conveyance, sale or transfer
was made, as the case may be (a "Constituent Person"), or (B) an Affiliate of a
Constituent Person and (ii) failed to exercise his rights of election, if any,
as to the kind or amount of securities, cash and other property receivable upon
such consolidation, merger, conveyance, sale or transfer (provided that if the
kind or amount of securities, cash and other property receivable upon such
consolidation, merger, conveyance, sale or transfer is not the same for each
share of Common Stock of the Company held immediately prior to such
consolidation, merger, conveyance, sale or transfer by others than a Constituent
Person or an Affiliate thereof and in respect of which such rights of election
shall not have been exercised ("Non-electing Share"), then for the purpose of
this Section 12.11 the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, conveyance, sale, transfer or lease
by the holders of each Non-electing Share shall be deemed to be the kind and
amount so receivable per share by a plurality of the Non-electing Shares). Such
supplemental indenture shall provide for adjustments that, for events subsequent
to the effective date of such supplemental indenture, shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Article. The above provisions of this Section 12.11 shall similarly apply to
successive consolidations, mergers, conveyances, sales, transfers or leases.
Notice of the execution of such a supplemental indenture shall be given by the
Company to the Holder of each Security as provided in Section 1.6 promptly upon
such execution.

         Neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or other securities or property or cash receivable by Holders of
Securities upon the conversion of their Securities after any such consolidation,
merger, conveyance, transfer, sale or lease or to any such adjustment, but may
accept as conclusive evidence of the


                                       93
<PAGE>


correctness of any such provisions, and shall be protected in relying upon, an
Opinion of Counsel with respect thereto, which the Company shall cause to be
furnished to the Trustee upon request.

SECTION 12.12 Rights Issued in Respect of Common Stock.

         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 not be deemed distributed for purposes of Section 12.4(2) until the
occurrence of the earliest Trigger Event. In addition, in the event of any
distribution of rights or warrants, or any Trigger Event with respect thereto,
that shall have resulted in an adjustment to the Conversion Rate under Section
12.4(2), (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 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 any such rights or warrants all of which shall have expired without
exercise by any holder thereof, the Conversion Price shall be readjusted as if
such issuance had not occurred.

SECTION 12.13 Responsibility of Trustee for Conversion Provisions.

         The Trustee, subject to the provisions of Section 6.1, and any
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder of Securities to determine whether any facts exist which may require
any adjustment of the Conversion Rate, or with respect to the nature or extent
of any such adjustment when made, or with respect to the method employed, herein
or in any supplemental indenture provided to be employed, in making the same, or
whether a supplemental indenture need be entered into. Neither the Trustee,
subject to the provisions of Section 6.1, nor any Conversion Agent shall be
accountable with respect to the validity or value (or the kind or amount) of any
Common Stock, or of any other securities or property or cash, which may at any
time be issued or delivered upon the conversion of any Security; and it or they
do not make any representation with respect thereto. Neither the Trustee,
subject to the provisions of Section 6.1, nor any Conversion Agent shall be
responsible for any failure of the Company to make or calculate any cash payment
or to issue, transfer or deliver any shares of Common Stock or share
certificates or


                                       94
<PAGE>


other securities or property or cash upon the surrender of any Security for the
purpose of conversion; and the Trustee, subject to the provisions of Section
6.1, and any Conversion Agent shall not be responsible for any failure of the
Company to comply with any of the covenants of the Company contained in this
Article.

                                  ARTICLE XIII
                           SUBORDINATION OF SECURITIES

SECTION 13.1 Securities Subordinate to Senior Debt.

         The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the Indebtedness represented
by the Securities and the payment of the principal of, premium, if any, and
interest (including Special Interest, if any) on each and all of the Securities
or on account of the repurchase or redemption of the Securities are hereby
expressly made subordinate and subject in right of payment to the prior
indefeasible payment in full in cash of all Obligations in respect of Senior
Debt, and that such subordination is for the benefit of and enforceable by the
holders of Senior Debt. Notwithstanding the foregoing, this Article XIII shall
not apply to the application of any amounts deposited with the Trustee or any
Paying Agent pursuant to Article IV that at the time such amounts were deposited
with the Trustee or Paying Agent, as the case may be, such deposits were not
prohibited by the provisions of this Article XIII ("Previous Payments").

         The expressions prior "payment in full", "payment in full" and "paid in
full" and any other similar term or phrase when used in this Article XIII with
respect to Senior Debt shall mean in the case of Senior Debt consisting of
contingent obligations the setting apart of cash or other payment acceptable to
holders of such Senior Debt sufficient to discharge such portion of Senior Debt
in an account for the exclusive benefit of the holders thereof, in which account
such holders shall be granted by the Company a first priority perfected security
interest, which first priority perfected security interest shall have been
retained by the holders of Senior Debt for a period of time in excess of all
applicable preference or other similar periods, if any, under applicable
bankruptcy, insolvency or creditors' rights laws.

SECTION 13.2 Payment Over of Proceeds Upon Dissolution, Etc.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization, debt restructuring or other
similar case or proceeding in connection therewith, relative to the Company or
to its creditors, as such, or to its assets, or (b) any liquidation, dissolution
or other winding up of the Company, whether voluntary or involuntary and whether
or not involving insolvency or bankruptcy, or (c) any assignment for the benefit
of creditors or any other marshaling of assets and liabilities of the Company,
then and in any such event the holders of Senior Debt shall be entitled to
receive indefeasible payment in full of all Obligations in respect of all Senior
Debt in cash or other payment satisfactory to the holders of Senior Debt before
the Holders of the Securities are entitled to receive any payment on account of
principal of, or any


                                       95
<PAGE>


premium or interest (including Special Interest, if any) on, the Securities or
on account of the repurchase or redemption on the Securities (other than
Previous Payments), and to that end the holders of Senior Debt or their
representative or representatives or the trustee or trustees under any indenture
under which any instruments evidencing any of such Senior Debt may have been
issued shall be entitled to receive, for application to the payment thereof, any
payment or distribution of any kind or character, whether in cash, property or
securities, which may be payable or deliverable in respect of the Securities in
any such case, proceeding, dissolution, liquidation or other winding up or
event, to the extent necessary to pay all Senior Debt in full in cash or other
payment satisfactory to the holders of Senior Debt, after giving effect to any
concurrent payment or distribution to or for the holders of other Senior Debt.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, before all Senior Debt is paid in full
in cash or other payment satisfactory to the holders of Senior Debt, then and in
such event such payment or distribution shall be paid over or delivered
forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company for application to the payment of all Senior Debt
remaining unpaid, to the extent necessary to pay all Senior Debt in full, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Debt.

         For purposes of this Article XIII only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment which are subordinated
in right of payment to all Senior Debt which may at the time be outstanding to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article. The consolidation of the
Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the conveyance or transfer
of its properties and assets substantially as an entirety to another Person upon
the terms and conditions set forth in Article VII shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshaling of assets and liabilities of the Company for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or which acquires by conveyance or transfer such
properties and assets substantially as an entirety, as the case may be, shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article VII.

SECTION 13.3 Prior Payment to Senior Debt Upon Acceleration of Securities.

         In the event that any Securities are declared due and payable before
their Stated Maturity, then and in such event the holders of the Senior Debt
outstanding at the time such Securities so become due and payable shall be
entitled to receive payment in full in cash or other payment satisfactory to the
holders of Senior Debt of all amounts due or to become due on or in respect of
all


                                       96
<PAGE>


Senior Debt before the Holders of the Securities are entitled to receive any
payment by the Company on account of the principal of or any premium or interest
(including Special Interest, if any) on the Securities or on account of the
repurchase or redemption on the Securities (other than Previous Payments). If
the payment of Securities is accelerated because of an Event of Default, the
Company and the Trustee shall promptly notify holders of Senior Debt of the
acceleration.

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

         The provisions of this Section shall not apply to any payment with
respect to which Section 13.2 would be applicable.

SECTION 13.4 No Payment in Certain Circumstances.

         The Company may not make any payment of principal of, or premium, if
any, or interest (including Special Interest, if any) on the Securities or on
account of the repurchase or redemption on the Securities (other than Previous
Payments), if:

                  (i) a default in the payment of principal, premium, if any, or
         interest (including a default under any redemption or repurchase
         obligation) or other Obligations with respect to any Senior Debt occurs
         and is continuing (or, in the case of Senior Debt for which there is a
         period of grace, in the event of such a default that continues beyond
         the period of grace, if any, specified in the instrument or lease
         evidencing such Senior Debt) unless and until such default shall have
         been cured or waived or shall have ceased to exist;

                  (ii) any other default on Designated Senior Debt occurs and
         the maturity of such Designated Senior Debt is accelerated; or

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

         If the Trustee receives any Payment Blockage Notice pursuant to clause
(iii) above, no subsequent Payment Blockage Notice shall be effective for
purposes of this Section unless and until at least 360 days shall have elapsed
since the initial effectiveness of the immediately prior Payment Blockage
Notice. No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for a subsequent


                                       97
<PAGE>


Payment Blockage Notice, unless such default has been cured or waived for a
period of at least 90 days.

         The Company may and shall resume payments on and distributions in
respect of the Securities and may repurchase or redeem the Securities, upon the
earlier of:

         (1) in the case of a default referred to in clauses (i) and (ii) above,
when all amounts in respect of such Designated Senior Debt have been paid in
full in cash or the default is cured, waived or cases to exist, and any
acceleration has been rescinded; and

         (2) in the case of a default referred to in clause (iii) above, 179
days after the receipt of the Payment Blockage Notice, unless (1) earlier
terminated by the written notice of the Person who gave the Payment Blockage
Notice, (2) all Obligations in respect of such on the Designated Senior Debt
have been paid in full in cash or (3) the default giving rise to the Payment
Blockage Notice is cured, waived or cases to exist, unless such Designated
Senior Debt has been accelerated,

         unless this Article XIII otherwise prohibits the payment, distribution,
repurchase or redemption at the time of such payment at the time of such
payment, distribution, repurchase or redemption (including, without limitation,
in the case of a default referred to in clause (iii) above, as a result of a
payment default with respect to the applicable Senior Debt as a consequence of
the acceleration of the maturity thereof or otherwise).

         In the event that, notwithstanding the foregoing, the Company shall
make any payment of Obligations to the Trustee or the Holder of any Security
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith, upon proper written request, to, the holders
of Senior Debt (or the Senior Debt Representative), as their respective
interests may appear, for application to the payment of all Obligations with
respect to Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in cash in accordance with their terms, after giving effect
to any concurrent payment or distribution to or for the holders of Senior Debt.

         The provisions of this Section shall not apply to any payment with
respect to which Section 13.2 would be applicable.

SECTION 13.5 Payment Permitted if No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any case, proceeding, dissolution, liquidation or other winding
up, debt restructuring, assignment for the benefit of creditors or other
marshaling of assets and liabilities of the Company referred to in Section 13.2
or under the conditions described in Section 13.3 or 13.4, from making payments
at any time of principal of and any premium or interest (including Special
Interest, if any) on the Securities or on account of the repurchase or
redemption of Securities, or (b) the application by the Trustee of any money
deposited with it hereunder to the payment of or on account of the principal of
and any


                                       98
<PAGE>


premium or interest (including Special Interest, if any) on the Securities or on
account of the repurchase or redemption of Securities or the retention of such
payment by the Holders, if, at the time of such application by the Trustee, it
did not have knowledge that such payment would have been prohibited by the
provisions of this Article.

SECTION 13.6 Subrogation to Rights of Holders of Senior Debt.

         Subject to the payment in full in cash of all Obligations in respect of
Senior Debt, the Holders of the Securities shall be subrogated to the rights of
the holders of such Senior Debt to receive payments and distributions of cash,
property and securities applicable to the Senior Debt until the principal of and
any premium and interest (including Special Interest, if any) on the Securities
shall be paid in full. For purposes of such subrogation, no payments or
distributions to the holders of the Senior Debt of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Debt by
Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Debt and the Holders of the Securities,
be deemed to be a payment or distribution by the Company to or on account of the
Senior Debt.

SECTION 13.7 Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Debt on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall (a) impair, as among the Company, its creditors other than holders of
Senior Debt and the Holders of the Securities, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders of the Securities the
principal of and any premium and interest (including Special Interest, if any)
on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of Senior Debt; or (c) prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
of the holders of Senior Debt to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

SECTION 13.8 Trustee to Effectuate Subordination.

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


                                       99
<PAGE>


SECTION 13.9 No Waiver of Subordination Provisions.

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

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior Debt, do any
one or more of the following: (i) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise dispose of any property pledged, mortgaged or
otherwise securing Senior Debt; (iii) release any Person liable in any manner
for the collection of Senior Debt; and (iv) exercise or refrain from exercising
any rights against the Company and any other Person.

SECTION 13.10 Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Debt or from any trustee or other Senior Debt
Representative therefor; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 6.1, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section by at
least 12:00 noon New York City time one Business Day prior to the date upon
which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of and any premium
or interest (including Special Interest, if any) on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it after 12:00 noon New York
City time one Business Day prior to such date.

         Subject to the provisions of Section 6.1, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Debt (or a trustee or other Senior Debt
Representative therefor) to establish that such notice has been given by a
holder of Senior Debt (or a trustee or other Senior Debt Representative
therefor). In the event that the Trustee


                                      100
<PAGE>


determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Debt to participate in any payment or
distribution pursuant to this Article XIII, the Trustee may request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Debt held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article XIII, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

SECTION 13.11 Reliance on Judicial Order or Certificate of Liquidating Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 6.1, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
XIII.

SECTION 13.12 Trustee Not Fiduciary for Holders of Senior Debt.

         The Trustee, in its capacity as trustee under this Indenture, shall not
be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not
be liable to any such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article or otherwise.

SECTION 13.13 Rights of Trustee as Holder of Senior Debt; Preservation of
Trustee's Rights.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Debt which may at
any time be held by it, to the same extent as any other holder of Senior Debt,
and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.7.


                                      101
<PAGE>

SECTION 13.14 Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that Section 13.12 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

SECTION 13.15 Obligations of Company and Right to Convert Unconditional.

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

         Nothing contained in this Article or elsewhere in this Indenture or in
the Securities is intended to or shall impair, as among the Company, its
creditors other than holders of Senior Debt and the Holders of the Securities,
the right, which is absolute and unconditional, of the Holder of any Security to
convert such Security in accordance with Article XII (if applicable).

SECTION 13.16 Reliance by Holders of Senior Debt on Subordination Provisions.

         Each Holder by accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Debt, whether such Senior Debt
was created or acquired before or after the issuance of the Securities, to
acquire and continue to hold, or to continue to hold, such Senior Debt and such
holder of Senior Debt shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Debt, and no amendment or modification of the provisions
contained herein shall diminish the rights of such holders of Senior Debt unless
such holders shall have agreed in writing hereto.

SECTION 13.17 Certain Conversions and Repurchases Deemed Payment.

         For the purposes of this Article XIII only, (i) the issuance and
delivery of junior securities upon conversion of Securities in accordance with
Article XII or upon the repurchase of Securities in accordance with Article XIV
shall not be deemed to constitute a payment or distribution on account of the
principal of or premium or interest (including Special Interest, if any) on
Securities or on


                                      102
<PAGE>


account of the purchase or other acquisition of Securities, and (ii) the
payment, issuance or delivery of cash (except in satisfaction of fractional
shares pursuant to Section 12.3 or 14.3(7)), property or securities (other than
junior securities) upon conversion of a Security shall be deemed to constitute
payment on account of the principal of such Security. For the purposes of this
Section, the term "junior securities" means (a) shares of any stock of any class
of the Company and securities into which the Securities are convertible pursuant
to Article XII and (b) securities of the Company which are subordinated in right
of payment to all Senior Debt that may be outstanding at the time of issuance or
delivery of such securities to substantially the same extent as, or to a greater
extent than, the Securities are so subordinated as provided in this Article
XIII. Nothing contained in this Article or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as among the Company, its creditors
other than holders of Senior Debt and the Holders of the Securities, the right,
which is absolute and unconditional, of the Holder of any Security to convert
such Security in accordance with Article XII or to exchange such Security for
Applicable Stock in accordance with Article XIV if the Company elects to satisfy
the obligations under Article XIV by the delivery of Applicable Stock.

                                   ARTICLE XIV
                  REPURCHASE OF SECURITIES AT THE OPTION OF THE
                         HOLDER UPON A CHANGE IN CONTROL

SECTION 14.1 Right to Require Repurchase.

         In the event that a Change in Control (as defined in Section 14.4)
shall occur, then each Holder shall have the right, at the Holder's option, but
subject to the provisions of Section 14.2, to require the Company to repurchase,
and upon the exercise of such right the Company shall repurchase, all of such
Holder's Securities not theretofore called for redemption, or any portion of the
principal amount thereof that is equal to U.S. $1,000 or any integral multiple
of U.S. $1,000 in excess thereof (provided that no single Security may be
repurchased in part unless the portion of the principal amount of such Security
to be Outstanding after such repurchase is equal to U.S. $1,000 or integral
multiples of U.S. $1,000 in excess thereof), on the date (the "Repurchase Date")
that is 30 days after the date of the Company Notice (as defined in Section
14.3) at a purchase price equal to 100% of the principal amount of the
Securities to be repurchased plus interest (including Special Interest, if any)
accrued to, but excluding, the Repurchase Date (the "Repurchase Price");
provided, however, that installments of interest on Securities whose Stated
Maturity is on or prior to the Repurchase Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such on
the relevant Record Date according to their terms and the provisions of Section
3.7. Such right to require the repurchase of the Securities shall not continue
after a discharge of the Company from its obligations with respect to the
Securities in accordance with Article IV, unless a Change in Control shall have
occurred prior to such discharge. At the option of the Company, the Repurchase
Price may be paid in cash or, subject to the fulfillment by the Company of the
conditions set forth Section 14.2, by delivery of shares of Applicable Stock
having a fair market value equal to the Repurchase Price. Whenever in this
Indenture (including Sections 2.2,


                                      103
<PAGE>


3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal of
any Security as of any time, such reference shall be deemed to include reference
to the Repurchase Price payable in respect of such Security to the extent that
such Repurchase Price is, was or would be so payable at such time, and express
mention of the Repurchase Price in any provision of this Indenture shall not be
construed as excluding the Repurchase Price in those provisions of this
Indenture when such express mention is not made; provided, however, that for the
purposes of Article XIII such reference shall be deemed to include reference to
the Repurchase Price only to the extent the Repurchase Price is payable in cash.

SECTION 14.2 Conditions to the Company's Election to Pay the Repurchase Price in
             Applicable Stock.

         The Company may elect to pay the Repurchase Price by delivery of shares
of Applicable Stock pursuant to Section 14.1 if and only if the following
conditions shall have been satisfied:

         (1) The shares of Applicable Stock deliverable in payment of the
Repurchase Price shall have a fair market value as of the Repurchase Date of not
less than the Repurchase Price. For purposes of Section 14.1 and this Section
14.2, the fair market value of shares of Common Stock shall be determined by the
Company and shall be equal to 95% of the average of the Closing Prices Per Share
of the Applicable Stock for the five consecutive Trading Days immediately
preceding the second Trading Day prior to the Repurchase Date;

         (2) The Repurchase Price shall be paid only in cash in the event any
shares of Applicable Stock to be issued upon repurchase of Securities hereunder
(i) require registration under any federal securities law before such shares may
be freely transferable without being subject to any transfer restrictions under
the Securities Act upon repurchase and if such registration is not completed or
does not become effective prior to the Repurchase Date, and/or (ii) require
registration with or approval of any governmental authority under any state law
or any other federal law before such shares may be validly issued or delivered
upon repurchase and if such registration is not completed or does not become
effective or such approval is not obtained prior to the Repurchase Date;

         (3) Payment of the Repurchase Price may not be made in Applicable Stock
unless such stock is, or shall have been listed on a national securities
exchange or approved for quotation on the Nasdaq National Market, in either
case, prior to the Repurchase Date; and

         (4) All shares of Applicable Stock that may be issued upon repurchase
of Securities will be issued out of the Company's authorized but unissued Common
Stock or, in the event of a merger, consolidation, or other similar transaction
involving the Company that is otherwise permitted under the terms of this
Indenture in which the Company is not the surviving corporation, out of the
authorized but unissued common stock, common equity interests, ordinary shares
or American Depositary Shares of the surviving corporation or its direct or
indirect parent corporation and, will


                                      104
<PAGE>


upon issue, be duly and validly issued and fully paid and non-assessable and
free of any preemptive or similar rights.

         If all of the conditions set forth in this Section 14.2 are not
satisfied in accordance with the terms thereof, the Repurchase Price shall be
paid by the Company only in cash.

SECTION 14.3 Notices; Method of Exercising Repurchase Right, Etc.

         (1) Unless the Company shall have theretofore called for redemption all
of the Outstanding Securities, on or before the 30th day after the occurrence of
a Change in Control, the Company or, at the request and expense of the Company
on or before the 15th day after such occurrence, the Trustee, shall give to all
Holders of Securities, in the manner provided in Section 1.6, notice (the
"Company Notice") of the occurrence of the Change in Control and of the
repurchase right set forth herein arising as a result thereof. The Company shall
also deliver a copy of such Company Notice to the Trustee.

         Each Company Notice shall state:

                  (i) the Repurchase Date;

                  (ii) the date by which the repurchase right must be exercised;

                  (iii) the Repurchase Price, and whether the Repurchase Price
shall be paid by the Company in cash or by delivery of shares of Applicable
Stock;

                  (iv) a description of the procedure that a Holder must follow
to exercise a repurchase right, and the place or places where such Securities
are to be surrendered for payment of the Repurchase Price and accrued interest
(including Special Interest, if any), if any to the Repurchase Date;

                  (v) that on the Repurchase Date the Repurchase Price, and
accrued interest (including Special Interest, if any), if any to the Repurchase
Date, will become due and payable upon each such Security designated by the
Holder to be repurchased, and that interest thereon shall cease to accrue on and
after said date;

                  (vi) the Conversion Rate then in effect, the date on which the
right to convert the principal amount of the Securities to be repurchased will
terminate and the place or places where such Securities may be surrendered for
conversion;

                  (vii) the place or places that the Security certificate with
the Election of Holder to Require Repurchase as specified in Section 2.2 shall
be delivered, and if the Security is a Restricted Securities Certificate the
place or places that the Surrender Certificate required by Section 14.3(9) shall
be delivered; and


                                      105
<PAGE>


                  (viii) the Holder's right to withdraw a completed Company
Notice and the procedures for withdrawing a Company Notice pursuant to clause
(2) below.

         No failure of the Company to give the foregoing notices or defect
therein shall limit any Holder' s right to exercise a repurchase right or affect
the validity of the proceedings for the repurchase of Securities.

         If any of the foregoing provisions or other provisions of this Article
XIV are inconsistent with applicable law, such law shall govern.

         (2) To exercise a repurchase right, a Holder shall deliver to the
Trustee on or before the second Business Day immediately preceding the 20th day
after the date of the Company Notice (i) written notice of the Holder's exercise
of such right, which notice shall set forth the name of the Holder, the
principal amount of the Securities to be repurchased (and, if any Security is to
repurchased in part, the serial number thereof, the portion of the principal
amount thereof to be repurchased and the name of the Person in which the portion
thereof to remain Outstanding after such repurchase is to be registered) and a
statement that an election to exercise the repurchase right is being made
thereby, and, in the event that the Repurchase Price shall be paid in shares of
Applicable Stock, the name or names (with addresses) in which the certificate or
certificates for shares of Applicable Stock shall be issued, and (ii) the
Securities with respect to which the repurchase right is being exercised.
Notwithstanding anything in this Indenture to the contrary, any Holder which has
delivered a completed Company Notice to the Trustee shall have the right to
withdraw such Company Notice by delivery of a written notice of withdrawal
delivered to the Corporate Trust Office of the Trustee in accordance with the
Company Notice at any time prior to the close of business on the second Business
Day immediately preceding the Repurchase Date specifying:

                  (i) the certificate number, if any, of the Security in respect
of which such notice of withdrawal is being submitted;

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

                  (iii) the principal, if any, of such Security which remains
subject to the original Purchase Notice and which has been or will be delivered
for purchase by the Company.

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

         The right of the Holder to convert the Securities with respect to which
the repurchase right is being exercised shall continue until the close of
business on the Business Day immediately preceding the Repurchase Date.


                                      106
<PAGE>


         (3) In the event a repurchase right shall be exercised in accordance
with the terms hereof, the Company shall pay or cause to be paid to the Trustee
the Repurchase Price in cash or shares of Applicable Stock, as provided above,
for payment to the Holder on the Repurchase Date or, if shares of Applicable
Stock are to be paid, on the date that is 20 days after the date of the Company
Notice, together with accrued and unpaid interest to the Repurchase Date payable
with respect to the Securities as to which the repurchase right has been
exercised; provided, however, that installments of interest that mature on or
prior to the Repurchase Date shall be payable in cash to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Date.

         (4) If any Security (or portion thereof) surrendered for repurchase
shall not be so paid on the Repurchase Date, the principal amount of such
Security (or portion thereof, as the case may be) shall, until paid, bear
interest to the extent permitted by applicable law from the Repurchase Date at
the rate of 5.00% per annum, and each Security shall remain convertible into
Common Stock until the principal of such Security (or portion thereof, as the
case may be) shall have been paid or duly provided for.

         (5) Any Security that is to be repurchased only in part shall be
surrendered to the Trustee (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 his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and make available for delivery to the Holder of such
Security without service charge, a new Security or Securities, containing
identical terms and conditions, each in an authorized denomination in aggregate
principal amount equal to and in exchange for the unrepurchased portion of the
principal of the Security so surrendered.

         (6) Any issuance of shares of Applicable Stock in respect of the
Repurchase Price shall be deemed to have been effected immediately prior to the
close of business on the Repurchase Date and the Person or Persons in whose name
or names any certificate or certificates for shares of Applicable Stock shall be
issuable upon such repurchase shall be deemed to have become on the Repurchase
Date the holder or holders of record of the shares represented thereby;
provided, however, that any surrender for repurchase on a date when the stock
transfer books of the Company shall be closed shall constitute the Person or
Persons in whose name or names the certificate or certificates for such shares
are to be issued as the record holder or holders thereof for all purposes at the
opening of business on the next succeeding day on which such stock transfer
books are open. No payment or adjustment shall be made for dividends or
distributions on any Applicable Stock issued upon repurchase of any Security
declared prior to the Repurchase Date.

         (7) No fractions of shares shall be issued upon repurchase of
Securities. If more than one Security shall be repurchased from the same Holder
and the Repurchase Price shall be payable in shares of Applicable Stock, the
number of full shares that shall be issuable upon such repurchase shall be
computed on the basis of the aggregate principal amount of the Securities so
repurchased.


                                      107
<PAGE>


Instead of any fractional share of Applicable Stock that would otherwise be
issuable on the repurchase of any Security or Securities, the Company will
deliver to the applicable Holder its check for the current market value of such
fractional share. The current market value of a fraction of a share is
determined by multiplying the current market price of a full share by the
fraction, and rounding the result to the nearest cent. For purposes of this
Section, the current market price of a share of Applicable Stock is the Closing
Price Per Share of the Applicable Stock on the Trading Day immediately preceding
the Repurchase Date.

         (8) Any issuance and delivery of certificates for shares of Applicable
Stock on repurchase of Securities shall be made without charge to the Holder of
Securities being repurchased for such certificates or for any tax or duty in
respect of the issuance or delivery of such certificates or the securities
represented thereby; provided, however, that the Company shall not be required
to pay any tax or duty that may be payable in respect of (i) income of the
Holder or (ii) any transfer involved in the issuance or delivery of certificates
for shares of Applicable Stock in a name other than that of the Holder of the
Securities being repurchased, and no such issuance or delivery shall be made
unless and until the Person requesting such issuance or delivery has paid to the
Company the amount of any such tax or duty or has established, to the
satisfaction of the Company, that such tax or duty has been paid.

         (9) If shares of Applicable Stock to be delivered upon repurchase of a
Security are to be registered in a name other than that of the beneficial owner
of such Security, then such Holder must deliver to the Trustee a Surrender
Certificate, dated the date of surrender of such Restricted Security and signed
by such beneficial owner, as to compliance with the restrictions on transfer
applicable to such Restricted Security. Neither the Trustee nor any Registrar or
Transfer Agent or other agents shall be required to register in a name other
than that of the beneficial owner shares of Applicable Stock issued upon
repurchase of any such Restricted Security not so accompanied by a properly
completed Surrender Certificate.

         (10) All Securities delivered for repurchase shall be delivered to the
Trustee to be canceled at the direction of the Trustee, which shall dispose of
the same as provided in Section 3.9.

SECTION 14.4 Certain Definitions.

         For purposes of this Article XIV,

         (1) the term "beneficial owner" shall be determined in accordance with
Rule 13d-3, as in effect on the date of the original execution of this
Indenture, promulgated by the SEC pursuant to the Exchange Act;

         (2) "Voting Stock" of any Person as of any date means the Capital Stock
of such Person that is at the time entitled to vote in the election of the Board
of Directors of such person;


                                      108
<PAGE>


         (3) "Disqualified Stock" means any Capital Stock that, by its terms (or
by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case, at the option of the holder of the Capital Stock),
or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of the Capital Stock, in whole or in part, on or prior to the date
that is 91 days after the date on which the notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a Change of
Control or an asset sale will not constitute disqualified stock. The amount of
Disqualified Stock deemed to be outstanding at any time for purposes of this
Indenture shall be equal to the maximum amount that the Company and its
Subsidiaries may become obligated to pay upon the maturity of, or pursuant to
any mandatory redemption provisions of, such Disqualified Stock, exclusive of
accrued dividends.

         (4) "Continuing Director" means, as of any date of determination, any
member of the Company's Board of Directors who: (1) was a member of such Board
of Directors on the date of this Indenture; or (2) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such board at the time of such
nomination or election;

         (5) a "Change in Control" shall be deemed to have occurred at the time,
after the original issuance of the Securities, upon the occurrence of any of the
following:

                  (i) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets
of the Company and its Subsidiaries taken as a whole to any "person" (as that
term is used in Section 13(d) of the Exchange Act, as in effect on the date of
the original execution of this Indenture, but excluding any employee benefit
plan of the Company or any of its Subsidiaries, and any person or entity acting
in its capacity as trustee, agent or other fiduciary or administrator of any
such plan);

                  (ii) the adoption of a plan relating to the liquidation or
dissolution of the Company other than (i) the consolidation with, merger into or
transfer of all or part of the properties and assets of any of the Company's
Subsidiaries to the Company or any of the Company's other Subsidiaries and (ii)
the merger of the Company with an Affiliate solely for the purpose of the
Company's re-incorporating or the Company's re-forming in another jurisdiction;

                  (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as defined above) becomes the beneficial owner, directly or
indirectly, of more than 50% of the Voting Stock of the Company, measured by
voting power rather than number of shares;

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


                                      109
<PAGE>


                  (v) the Company consolidates with, or merges with or into, any
person, or any Person consolidates with, or merges with or into, the Company, in
any such event pursuant to a transaction in which any of the outstanding Voting
Stock of the Company or such other Person is converted into or exchanged for
cash, securities or other property, other than any such transaction where the
Voting Stock of the Company outstanding immediately prior to such transaction is
converted into or exchanged for Voting Stock (other than Disqualified Stock) of
the surviving or transferee Person constituting a majority of the outstanding
shares of such Voting Stock of such surviving or transferee person (immediately
after giving effect to such issuance); or

                  (vi) a termination of listing, which means that the common
stock is neither listed for trading on a United States national securities
exchange nor quoted on the Nasdaq National Market.

provided, however, that a Change in Control shall not be deemed to have occurred
if either (I) the Closing Price Per Share of the Common Stock for any five
Trading Days within the period of 10 consecutive Trading Days ending immediately
after the later of the Change in Control or the public announcement of the
Change in Control (in the case of a Change in Control under clause (iii) above)
or the period of 10 consecutive Trading Days ending immediately before the
Change in Control (in the case of a Change in Control under clause (v) above)
shall equal or exceed 110% of the Conversion Price of the Securities in effect
on each such Trading Day or (II) all of the consideration (excluding cash
payments for fractional shares and cash payments made pursuant to dissenters'
appraisal rights) in a merger or consolidation otherwise constituting a Change
in Control under clause (iii) above and/or clause (v) above consists of shares
of common stock, depository receipts or other certificates representing common
equity interests traded on a national securities exchange or quoted on the
Nasdaq National Market (or will be so traded or quoted immediately following
such Change in Control) and as a result of such transaction or transactions the
Securities become convertible into such common stock, depository receipts or
other certificates representing common equity interests.

SECTION 14.5 Consolidation, Merger, etc.

         (1) In the case of any merger, consolidation, sale, conveyance or
transfer of all or substantially all of the assets of the Company to which
Section 12.11 applies, in which the Common Stock of the Company is changed or
exchanged as a result into the right to receive shares of stock and other
securities or property or assets (including cash) which includes shares of
Common Stock of the Company or common stock of another Person that are, or upon
issuance will be, traded on a United States national securities exchange or
approved for trading on an established automated over-the-counter trading market
in the United States and such shares constitute at the time such change or
exchange becomes effective in excess of 50% of the aggregate fair market value
of such shares of stock and other securities, property and assets (including
cash) (as determined by the Company,


                                      110
<PAGE>


which determination shall be conclusive and binding), then the Person formed by
such consolidation or resulting from such merger or combination or which
acquires the properties or assets (including cash) of the Company, as the case
may be, shall execute and deliver to the Trustee a supplemental indenture (which
shall comply with the Trust Indenture Act as in force at the date of execution
of such supplemental indenture) modifying the provisions of this Indenture
relating to the right of Holders to cause the Company to repurchase the
Securities following a Change in Control, including without limitation the
applicable provisions of this Article XIV and the definitions of the Common
Stock and Change in Control, as appropriate, and such other related definitions
set forth herein as determined in good faith by the Company (which determination
shall be conclusive and binding), to make such provisions apply in the event of
a subsequent Change in Control to the common stock and the issuer thereof if
different from the Company and Common Stock of the Company (in lieu of the
Company and the Common Stock of the Company).

         (2) The Company may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions to any Person, other than to one or more of its Subsidiaries.

                                   ARTICLE XV
         HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY; NON-RECOURSE

SECTION 15.1 Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee:

         (1) semi-annually, not more than 15 days after the Regular Record Date,
a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities as of such Regular Record Date; and

         (2) at such other times as the Trustee may reasonably request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished;

         provided, however, that no such list need be furnished so long as the
Trustee is acting as Security Registrar.


                                      111
<PAGE>


SECTION 15.2 Preservation of Information.

         (1) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 15.1 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list, if any, furnished to it as provided
in Section 15.1 upon receipt of a new list so furnished.

         (2) After this Indenture has been qualified under the Trust Indenture
Act, the rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights, and duties of the Trustee, shall be as provided by the Trust Indenture
Act.

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

SECTION 15.3 Reports by Trustee.

         (1) After this Indenture has been qualified under the Trust Indenture
Act, the Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

         (2) After this Indenture has been qualified under the Trust Indenture
Act, a copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the SEC and with the Company. The Company will
notify the Trustee when the Securities are listed on any stock exchange.


                                      112
<PAGE>


SECTION 15.4 Reports by Company.

         After this Indenture has been qualified under the Trust Indenture Act,
the Company shall file with the Trustee and the SEC, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the SEC pursuant to Section 13 or
15(d) of the Exchange Act shall be filed with the Trustee within 15 days after
the same is so required to be filed with the SEC.

                                   ARTICLE XVI
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 16.1 Indenture and Securities Solely Corporate Obligations.

         No recourse for the payment of the principal of or premium, if any, or
interest (including any Special Interest) on any Security and no recourse under
or upon any obligation, covenant or agreement of the Company in this Indenture
or in any supplemental indenture or in any Security, or because of the creation
of any Indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer, or director or subsidiary, as such, past,
present or future, of the Company or of any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the
Securities.

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.



                                      113
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed all as of the day and year first above written.

                                         RELIANT RESOURCES, INC.


                                         By: /s/ WILLIAM S. WALLER, JR.
                                            ------------------------------------
                                            Name:  William S. Waller, Jr.
                                            Title: Vice President and Treasurer






                                         WILMINGTON TRUST COMPANY
                                         as Trustee

                                         By: /s/ DAVID A. VANASKEY, JR.
                                            ------------------------------------
                                            Name:  David A. Vanaskey, Jr.
                                            Title: Vice President



<PAGE>


             ANNEX A -- Form of Unrestricted Securities Certificate


                       UNRESTRICTED SECURITIES CERTIFICATE

    (For removal of Restricted Securities Legend pursuant to Section 3.5(3))


Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration


         RE:   5.00% Convertible Senior Subordinated Notes Due 2010 of Reliant
               Resources, Inc. (the "Securities")

         Reference is made to the Indenture, dated as of June 24, 2003 (the
"Indenture"), from Reliant Resources, Inc. (the "Company") to Wilmington Trust
Company, as Trustee. Terms used herein and defined in the Indenture or in Rule
144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein
as so defined.

         This certificate relates to U.S.$_______________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

                           CUSIP No. 75952B AC 9

                           CERTIFICATE No(s). _________________

         The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

         The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Restricted Securities Legend pursuant to Section 3.5(3) of
the Indenture. In connection with such exchange, the Owner hereby certifies that
the exchange is occurring after a period of at least two years has elapsed since
the date the Specified Securities were acquired from the Company or from an
"affiliate" (as such term is defined in Rule 144) of the Company, whichever is
later, and the Owner is not, and during the preceding three months has not been,
an affiliate of the Company. The Owner

<PAGE>


also acknowledges that any future transfers of the Specified Securities must
comply with all applicable securities laws of the states of the United States
and other jurisdictions.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.

Dated:
      -----------------

(Print the name of the Undersigned, as such term is defined in the second
paragraph of this certificate.)

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

(If the Undersigned is a corporation, partnership or fiduciary, the title of the
person signing on behalf of the Undersigned must be stated.)



                                      -2-
<PAGE>


                    ANNEX B -- Form of Surrender Certificate

         In connection with the certification contemplated by Section 12.2 or
14.3(9) relating to compliance with certain restrictions relating to transfers
of Restricted Securities, such certification shall be provided substantially in
the form of the following certificate, with only such changes thereto as shall
be approved by the Company and each of the Representatives:

                                   CERTIFICATE

                             RELIANT RESOURCES, INC.

              5.00% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2010

         This is to certify that as of the date hereof with respect to U.S.
$______ principal amount of the above-captioned securities surrendered on the
date hereof (the "Surrendered Securities") for registration of transfer, or for
conversion or repurchase where the securities issuable upon such conversion or
repurchase are to be registered in a name other than that of the undersigned
Holder (each such transaction being a "transfer"), the undersigned Holder (as
defined in the Indenture) certifies that the transfer of Surrendered Securities
associated with such transfer complies with the restrictive legend set forth on
the face of the Surrendered Securities for the reason checked below:

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

_________         The transfer of the Surrendered Securities complies with Rule
                  144 under the United States Securities Act of 1933, as amended
                  (the "Securities Act"); or

_________         The transfer of the Surrendered Securities has been made to an
                  institution that is an "accredited investor" within the
                  meaning of Rule 501(a)(1), (2), (3) or (7) under the
                  Securities Act in a transaction exempt from the registration
                  requirements of the Securities Act and a signed letter
                  containing certain representations and agreements relating to
                  restrictions on transfer of the Securities (and if such
                  transfer is for an aggregate principal amount less than
                  $250,000 an opinion of counsel acceptable to the Company if
                  requested by the Company, that such transfer is exempt from
                  registration); or

_________         The transfer of the Surrendered Securities has been made
                  pursuant to an exemption from registration under the
                  Securities Act and an opinion of counsel has been delivered to
                  the Company with respect to such transfer.

[Name of Holder]

Dated:
      -------------------------------
*To be dated the date of surrender