<PAGE>

                                                                    Exhibit 4.18

                             ASM INTERNATIONAL N.V.

                                       and

                                 CITIBANK, N.A.
                                   as Trustee

                                   ----------

                                    INDENTURE

                                   Dated as of

                                   May 6, 2003

                                   ----------

                  5.25% CONVERTIBLE SUBORDINATED NOTES DUE 2010

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

<PAGE>

                                Table of Contents

<TABLE>
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                                            ARTICLE 1
                                           Definitions

Section 1.01.   Definitions......................................................................2

                                            ARTICLE 2
                Issue, Description, Execution, Registration And Exchange Of Notes

Section 2.01.   Designation Amount and Issue of Notes...........................................11
Section 2.02.   Form of Notes...................................................................11
Section 2.03.   Date and Denomination of Notes; Payments of Interest............................12
Section 2.04.   Execution of Notes..............................................................14
Section 2.05.   Exchange and Registration of Transfer of Notes; Restrictions on Transfer;
                   Depositary...................................................................15
Section 2.06.   Mutilated, Destroyed, Lost or Stolen Notes......................................26
Section 2.07.   Temporary Notes.................................................................27
Section 2.08.   Cancellation of Notes Paid, etc.................................................27
Section 2.09.   CUSIP and ISIN Numbers and Common Code..........................................27

                                            ARTICLE 3
                                       Redemption Of Notes

Section 3.01.   Redemption of Notes.............................................................28
Section 3.02.   Notice of Redemptions; Selection of Notes.......................................28
Section 3.03.   Payment of Notes Called for Redemption..........................................30
Section 3.04.   Conversion Arrangement on Call for Redemption...................................31
Section 3.05.   Redemption at Option of Holders Upon a Fundamental Change.......................32

                                            ARTICLE 4
                                      Subordination Of Notes

Section 4.01.   Agreement of Subordination......................................................34
Section 4.02.   Payments to Noteholders.........................................................35
Section 4.03.   Subrogation of Notes............................................................38
Section 4.04.   Authorization to Effect Subordination...........................................39
Section 4.05.   Notice to Trustee...............................................................39
Section 4.06.   Trustee's Relation to Senior Indebtedness.......................................40
Section 4.07.   No Impairment of Subordination..................................................40
Section 4.08.   Certain Conversions Not Deemed Payment..........................................41
Section 4.09.   Article Applicable to Paying Agents.............................................41
Section 4.10.   Senior Indebtedness Entitled to Rely............................................41
Section 4.11.   Reliance on Judicial Order or Certificate of Liquidating Agent..................41
</TABLE>

                                       ii

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<TABLE>
<S>                                                                                             <C>
                                            ARTICLE 5
                               Particular Covenants Of The Company

Section 5.01.   Payment of Principal, Premium and Interest......................................42
Section 5.02.   Maintenance of Office or Agency.................................................42
Section 5.03.   Appointments to Fill Vacancies in Trustee's Office..............................43
Section 5.04.   Provisions as to Paying Agent...................................................43
Section 5.05.   Existence.......................................................................44
Section 5.06.   Maintenance of Properties.......................................................44
Section 5.07.   Payment of Taxes and Other Claims...............................................45
Section 5.08.   Rule 144A Information Requirement...............................................45
Section 5.09.   Stay, Extension and Usury Laws..................................................45
Section 5.10.   Compliance Certificate..........................................................46
Section 5.11.   Liquidated Damages Notice.......................................................46
Section 5.12.   Payment Of Additional Amounts...................................................46

                                            ARTICLE 6
                  Noteholders' Lists And Reports By The Company And The Trustee

Section 6.01.   Noteholders' Lists..............................................................48
Section 6.02.   Preservation and Disclosure of Lists............................................48
Section 6.03.   Reports by Trustee..............................................................49
Section 6.04.   Reports by Company..............................................................49

                                            ARTICLE 7
                  Remedies Of The Trustee And Noteholders On An Event Of Default

Section 7.01.   Events of Default...............................................................50
Section 7.02.   Payments of Notes on Default; Suit Therefor.....................................52
Section 7.03.   Application of Monies Collected by Trustee......................................53
Section 7.04.   Proceedings by Noteholder.......................................................54
Section 7.05.   Proceedings by Trustee..........................................................55
Section 7.06.   Remedies Cumulative and Continuing..............................................55
Section 7.07.   Direction of Proceedings and Waiver of Defaults by Noteholders..................56
Section 7.08.   Notice of Defaults..............................................................56
Section 7.09.   Undertaking to Pay Costs........................................................57

                                            ARTICLE 8
                                           The Trustee

Section 8.01.   Duties and Responsibilities of Trustee..........................................57
Section 8.02.   Reliance on Documents, Opinions, etc............................................58
Section 8.03.   No Responsibility for Recitals, etc.............................................60
Section 8.04.   Trustee, Paying Agents, Conversion Agents or Registrar May Own Notes............60
Section 8.05.   Monies to Be Held in Trust......................................................60
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                             <C>
Section 8.06.   Compensation and Expenses of Trustee............................................60
Section 8.07.   Officers' Certificate as Evidence...............................................61
Section 8.08.   Conflicting Interests of Trustee................................................61
Section 8.09.   Eligibility of Trustee..........................................................61
Section 8.10.   Resignation or Removal of Trustee...............................................62
Section 8.11.   Acceptance by Successor Trustee.................................................63
Section 8.12.   Succession by Merger, etc.......................................................64
Section 8.13.   Preferential Collection of Claims...............................................64
Section 8.14.   Trustee's Application for Instructions from the Company.........................64

                                            ARTICLE 9
                                         The Noteholders

Section 9.01.   Action by Noteholders...........................................................65
Section 9.02.   Proof of Execution by Noteholders...............................................65
Section 9.03.   Who Are Deemed Absolute Owners..................................................66
Section 9.04.   Company-Owned Notes Disregarded.................................................66
Section 9.05.   Revocation of Consents; Future Holders Bound....................................66

                                            ARTICLE 10
                                     Meetings Of Noteholders

Section 10.01.  Purpose of Meetings.............................................................67
Section 10.02.  Call of Meetings by Trustee.....................................................67
Section 10.03.  Call of Meetings by Company or Noteholders......................................68
Section 10.04.  Qualifications for Voting.......................................................68
Section 10.05.  Regulations.....................................................................68
Section 10.06.  Voting..........................................................................69
Section 10.07.  No Delay of Rights by Meeting...................................................69

                                            ARTICLE 11
                                     Supplemental Indentures

Section 11.01.  Supplemental Indentures Without Consent Of Noteholders..........................69
Section 11.02.  Supplemental Indenture with Consent of Noteholders..............................71
Section 11.03.  Effect of Supplemental Indenture................................................72
Section 11.04.  Notation on Notes...............................................................72
Section 11.05.  Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee.....72

                                            ARTICLE 12
                        Consolidation, Merger, Sale, Conveyance And Lease

Section 12.01.  Company May Consolidate, etc. on Certain Terms..................................73
Section 12.02.  Successor Corporation to Be Substituted.........................................73
Section 12.03.  Opinion of Counsel to Be Given Trustee..........................................74
</TABLE>

                                       iv

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<TABLE>
<S>                                                                                             <C>
                                            ARTICLE 13
                             Satisfaction And Discharge Of Indenture

Section 13.01.  Discharge of Indenture..........................................................74
Section 13.02.  Deposited Monies to Be Held in Trust by Trustee.................................75
Section 13.03.  Paying Agent to Repay Monies Held...............................................75
Section 13.04.  Return of Unclaimed Monies......................................................75
Section 13.05.  Reinstatement...................................................................75

                                            ARTICLE 14
                 Immunity Of Incorporators, Shareholders, Officers And Directors

Section 14.01.  Indenture and Notes Solely Corporate Obligations................................76

                                            ARTICLE 15
                                       Conversion Of Notes

Section 15.01.  Right to Convert................................................................76
Section 15.02.  Exercise of Conversion Privilege; Issuance of Common Shares on Conversion;
                   No Adjustment for Interest or Dividends......................................77
Section 15.03.  Cash Payment in Lieu of Fractional Shares.......................................79
Section 15.04.  Conversion Rate.................................................................79
Section 15.05.  Adjustment of Conversion Rate...................................................79
Section 15.06.  Effect of Reclassification, Consolidation, Merger or Sale.......................89
Section 15.07.  Rights Issued In Respect Of Common Shares Issued Upon Conversion................90
Section 15.08.  Taxes on Shares Issued..........................................................91
Section 15.09.  Reservation of Common Shares; Common Shares to Be Fully Paid; Compliance
                   with Governmental Requirements; Listing of Common Shares.....................91
Section 15.10.  Responsibility of Trustee.......................................................91
Section 15.11.  Notice to Holders Prior to Certain Actions......................................92

                                            ARTICLE 16
                                     Miscellaneous Provisions

Section 16.01.  Provisions Binding on Company's Successors......................................93
Section 16.02.  Official Acts by Successor Corporation..........................................93
Section 16.03.  Addresses for Notices, etc......................................................93
Section 16.04.  Governing Law...................................................................94
Section 16.05.  Evidence of Compliance with Conditions Precedent; Certificates To Trustee.......94
Section 16.06.  Legal Holidays..................................................................94
Section 16.07.  Trust Indenture Act.............................................................95
Section 16.08.  No Security Interest Created....................................................95
Section 16.09.  Benefits of Indenture...........................................................95
</TABLE>

                                        v

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<TABLE>
<S>                                                                                             <C>
Section 16.10.  Table of Contents, Headings, etc................................................95
Section 16.11.  Authenticating Agent............................................................95
Section 16.12.  Execution in Counterparts.......................................................96
Section 16.13.  Severability....................................................................96
</TABLE>

                                       vi

<PAGE>

Reconciliation and Tie Between the Trust Indenture Act of 1939 and Indenture,
dated as of May 6, 2003, between ASM International N.V. and Citibank, N.A., as
Trustee.

TRUST INDENTURE ACT SECTION                                 INDENTURE SECTION

Section 310(a)(1)...........................................................8.09
           (a)(2)...........................................................8.09
           (a)(3)...........................................................N.A.
           (a)(4)...........................................................N.A.
           (a)(5)...........................................................8.09
           (b)............................................8.08; 8.09; 8.10; 8.11
Section 311(a)..............................................................8.13
           (b)..............................................................8.13
           (b)(2)...........................................................8.13
Section 312(a)..............................................................6.01
           (b)...........................................................6.02(a)
           (c)...........................................................6.02(c)
Section 313(a)...........................................................6.03(a)
           (b)...........................................................6.03(a)
           (c)...........................................................6.03(a)
           (d)...........................................................6.03(b)
Section 314(a)..............................................................6.04
           (b)..............................................................N.A.
           (c)(1)..........................................................16.05
           (c)(2)..........................................................16.05
           (c)(3)...........................................................N.A.
           (d)..............................................................N.A.
           (e).............................................................16.05
Section 315(a)..............................................................8.01
           (b)..............................................................7.08
           (c)..............................................................8.01
           (d)..............................................................8.01
           (d)(1)........................................................8.01(a)
           (d)(2)........................................................8.01(b)
           (d)(3)........................................................8.01(c)
           (e)..............................................................7.09
Section 316(a)..............................................................7.07
           (a)(1)(A)........................................................7.07
           (a)(1)(B)........................................................7.07
           (a)(2)...........................................................N.A.
           (b)..............................................................7.04
Section 317(a)(1)...........................................................7.05
           (a)(2)...........................................................7.05
           (b)..............................................................5.04
Section 318(a).............................................................16.07

                                       1

<PAGE>

----------
*    Note: This reconciliation and tie shall not, for any purpose, be deemed to
     be a part of the Indenture.
**   Note: N.A. means Not Applicable.

                                       2

<PAGE>

                                    INDENTURE

     INDENTURE, dated as of May 6, 2003, between ASM International N.V., a
public limited liability corporation organized under the laws of the Kingdom of
the Netherlands (hereinafter called the "Company"), and Citibank, N.A., a
national banking association, as trustee hereunder (hereinafter called the
"Trustee").

                              W I T N E S S E T H:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issue of its 5.25% Convertible Subordinated Notes due 2010 (hereinafter
called the "Notes") in an aggregate principal amount not to exceed $90,000,000
and, to provide the terms and conditions upon which the Notes are to be
authenticated, issued and delivered, the Company has duly authorized the
execution and delivery of this Indenture; and

     WHEREAS, the Notes, the certificate of authentication to be borne by the
Notes, a form of assignment, a form of option to elect repayment upon a
Fundamental Change, and a form of conversion notice to be borne by the Notes are
to be substantially in the forms hereinafter provided for; and

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

<PAGE>

                                    ARTICLE 1
                                   Definitions

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

     "Additional Amounts" has the meaning specified in Section 5.12.

     "Adjustment Event" has the meaning specified in Section 15.05(m).

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

     "Applicable Procedures" has the meaning specified in Section 2.05(a).

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which the banking institutions in The City of London, New
York City or Amsterdam or the city in which the Corporate Trust Office is
located are authorized or obligated by law or executive order to close or be
closed.

     "cash, property or securities" has the meaning specified in Section 4.02.

     "Certificated Note" means a physical definitive Note.

     "Clearing Agent" means Euroclear, Clearstream Luxembourg or DTC.

     "Clearstream Luxembourg" means Clearstream Banking, societe anonyme.

                                       2

<PAGE>

     "Closing Sale Price" of the Common Shares on any date means the closing
sale price per share (or, if no closing sale price is reported, the average of
the closing bid and ask prices or, if more than one in either case, the average
of the average closing bid and the average closing ask prices) on such date as
reported in composite transactions for the principal United States securities
exchange on which Common Shares are traded or, if the Common Shares are not
listed on a United States national or regional securities exchange, as reported
by the Nasdaq or by the National Quotation Bureau Incorporated. In the absence
of such quotations, the Company shall be entitled to determine the Closing Sale
Price on the basis it considers appropriate. The Closing Sale Price shall be
determined without reference to extended or after hours trading.

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

     "Common Shares" means any stock of any class of the Company 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 Company
and which is not subject to redemption by the Company. Subject to the provisions
of Section 15.06, however, shares issuable on conversion of Notes shall include
only shares of the class designated as common shares of the Company at the date
of this Indenture (namely, the common shares, par value(euro).04 per share) or
shares of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company and which are not subject to redemption
by the Company; provided, however, that if at any time there shall be more than
one such resulting class, 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.

     "Company" means the corporation named as the "Company" in the first
paragraph of this Indenture, and, subject to the provisions of Article 12, shall
include its successors and assigns.

     "Company Notice" has the meaning specified in Section 3.05(b).

     "Conversion Price" means an amount equal to $1,000 divided by the
Conversion Rate.

     "Conversion Rate" has the meaning specified in Section 15.04.

                                       3

<PAGE>

     "Corporate Trust Office" or other similar term, means the designated office
of the Trustee at which at any particular time its corporate trust business
shall be administered, which office is, at the date as of which this Indenture
is dated, located at 111 Wall Street, Corporate Trust Department, 14th Floor,
New York, New York 10043, Attention: Jennifer Cheng (Account of ASM
International N.V.).

     "Current Market Price" has the meaning specified in Section 15.05.

     "Custodian" means DTC, as custodian with respect to the Notes in global
form, or any successor entity thereto.

     "Defaulted Interest" has the meaning specified in Section 2.03.

     "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.05(d)(v) as the
Depositary with respect to such Notes, until a successor shall have been
appointed and become such pursuant to the applicable provisions of this
Indenture, and thereafter, "Depositary" shall mean or include such successor.

     "Designated Senior Indebtedness" means the Company's obligations under any
particular Senior Indebtedness with respect to which (a) the outstanding
principal balance of such Senior Indebtedness is at least $5,000,000 and (b) the
instrument creating or evidencing the same or the assumption or guarantee
thereof (or related agreements or documents to which the Company is a party)
expressly provides that such Senior Indebtedness shall be "Designated Senior
Indebtedness" for purposes of this Indenture (provided that such instrument,
agreement or other document may place limitations and conditions on the right of
such Senior Indebtedness to exercise the rights of Designated Senior
Indebtedness). If any payment made to any holder of any Designated Senior
Indebtedness or its Representative with respect to such Designated Senior
Indebtedness is rescinded or must otherwise be returned by such holder or
Representative upon the insolvency, bankruptcy or reorganization of the Company
or otherwise, the reinstated Indebtedness of the Company arising as a result of
such rescission or return shall constitute Designated Senior Indebtedness
effective as of the date of such rescission or return.

     "Determination Date" has the meaning specified in Section 15.05(m).

     "Distribution Compliance Period" has the meaning specified in Section
2.05(a).

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

     "Dutch Bearer Shares" means Common Shares that are issued in the
Netherlands as bearer shares in a form suitable for delivery in settlement of
transactions on Euronext Amsterdam N.V.

                                       4

<PAGE>

     "Euroclear" means Euroclear Bank S.A/N.V. as operator of the Euroclear
System.

     "Event Of Default" means any event specified in Section 7.01(a), (b), (c),
(d), (e) or (f).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder, as in effect from time to
time.

     "Exchange Event" has the meaning specified in Section 2.05(c).

     "Fair Market Value" has the meaning specified in Section 15.05(i)(ii).

     "Fundamental Change" means the occurrence of any transaction or event
(whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or
otherwise) in connection with which all or substantially all of the Common
Shares shall be exchanged for, converted into, acquired for or constitute solely
the right to receive, consideration which is not all or substantially all common
shares (or, upon consummation of or immediately following such transaction or
event, which will be) listed on a United States national securities exchange or
approved for quotation on the Nasdaq National Market or any similar United
States system of automated dissemination of quotations of securities prices.

     "Fundamental Change Expiration Time" has the meaning specified in Section
3.05(b).

     "Fundamental Change Redemption Date" has the meaning specified in Section
3.05(a).

     "Global Note" has the meaning specified in Section 2.02.

     "Indebtedness" means, with respect to any Person, and without duplication,
(a) all indebtedness, obligations and other liabilities (contingent or
otherwise) of such Person for borrowed money (including obligations of the
Person in respect of overdrafts, foreign exchange contracts, currency exchange
agreements, interest rate protection agreements, and any loans or advances from
banks, whether or not evidenced by notes or similar instruments) or evidenced by
bonds, debentures, notes or similar instruments (whether or not the recourse of
the lender is to the whole of the assets of such Person or to only a portion
thereof), other than any account payable or other accrued current liability or
obligation incurred in the ordinary course of business in connection with the
obtaining of materials or services; (b) all reimbursement obligations and other
liabilities (contingent or otherwise) of such Person with respect to letters of
credit, bank guarantees or bankers' acceptances; (c) all obligations and
liabilities (contingent or otherwise) in respect of leases of such Person
required, in conformity with

                                       5

<PAGE>

generally accepted accounting principles, to be accounted for as capitalized
lease obligations on the balance sheet of such Person and all obligations and
other liabilities (contingent or otherwise) under any lease or related document
(including a purchase agreement) in connection with the lease of real property
which provides that such Person is contractually obligated to purchase or cause
a third party to purchase the leased property and thereby guarantee a minimum
residual value of the leased property to the lessor and the obligations of such
Person under such lease or related document to purchase or to cause a third
party to purchase such leased property; (d) all obligations of such Person
(contingent or otherwise) with respect to an interest rate or other swap, cap or
collar agreement or other similar instrument or agreement or foreign currency
hedge, exchange, purchase or similar instrument or agreement; (e) all direct or
indirect guaranties or similar agreements by such Person in respect of, and
obligations or liabilities (contingent or otherwise) of such Person to purchase
or otherwise acquire or otherwise assure a creditor against loss in respect of,
indebtedness, obligations or liabilities of another Person of the kind described
in clauses (a) through (d); (f) any indebtedness or other obligations described
in clauses (a) through (e) secured by any mortgage, pledge, lien or other
encumbrance existing on property which is owned or held by such Person,
regardless of whether the indebtedness or other obligation secured thereby shall
have been assumed by such Person; and (g) any and all deferrals, renewals,
extensions and refundings of, or amendments, modifications or supplements to,
any indebtedness, obligation or liability of the kind described in clauses (a)
through (f).

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

     "Initial Purchaser" means Morgan Stanley & Co. Incorporated.

     "interest record date" has the meaning specified in Section 2.03.

     "junior securities" has the meaning specified in Section 4.08.

     "Liquidated Damages" has the meaning specified for "Liquidated Damages
Amount" in Section 2(e) of the Registration Rights Agreement.

     "Liquidated Damages Notice" has the meaning specified in Section 5.11.

     "Management Board" means the management board of the Company, as described
in Article 17 of the Company's Articles of Association and as constituted from
time to time.

     "New York Shares" means Common Shares that are registered with the
Company's transfer agent in the United States, Citibank, N.A.

     "non-electing share" has the meaning specified in Section 15.06.

                                       6

<PAGE>

     "Non-Payment Default" has the meaning specified in Section 4.02(ii).

     "Note" or "Notes" means any Note or Notes, as the case may be,
authenticated and delivered under this Indenture, including an interest or
interests in the Global Notes.

     "Note Register" has the meaning specified in Section 2.05(b).

     "Note Registrar" has the meaning specified in Section 2.05(b).

     "Noteholder" or "Holder" as applied to any Note, or other similar terms
(but excluding the term "beneficial holder"), means any Person in whose name at
the time a particular Note is registered on the Note Registrar's books,
provided, however, that for so long as any of the Notes is represented by a
Global Note held on behalf of any or any of its nominees, as the case may be,
each Person who is for the time being shown in the records of the Clearing
Agents as the holder of a particular principal amount of such Notes (in which
regard any certificate or other document issued by the Clearing Agents as to the
principal amount of the Notes standing to the account of any Person shall be
conclusive and binding for all purposes except in the case of manifest error),
shall be treated by the Company, the Trustee and the agent of either of them as
the holder of such principal amount of such Notes for all purposes other than
with respect to the payment of principal or interest or any other amount on the
relevant Notes, for which purpose the registered owner of the relevant Global
Note shall be treated by the Company, the Trustee and the agent of either of
them as the holder of such Notes in accordance with and subject to the terms of
the relevant Global Note.

     "Notice Date" means the date of mailing of the notice of redemption
pursuant to Section 3.02.

     "Officer" or "Officers", when used with respect to the Company, means any
individual authorized by the Company to carry out a particular act for and on
behalf of the Company.

     "Officers' Certificate", when used with respect to the Company, means a
certificate of the Company signed by the Chairman or any member of the
Management Board.

     "Opinion Of Counsel" means an opinion in writing signed by legal counsel,
who may be an employee of or counsel to the Company, or other counsel reasonably
acceptable to the Trustee.

     "Outstanding", when used with reference to Notes and subject to the
provisions of Section 9.04, means, as of any particular time, all Notes
authenticated and delivered by the Trustee under this Indenture, except:

                                       7

<PAGE>

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

     (b) Notes, or portions thereof, (i) for the redemption of which monies in
the necessary amount shall have been deposited in trust with the Trustee or with
any paying agent (other than the Company) or (ii) which shall have been
otherwise defeased in accordance with Article 13;

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

     (d) Notes converted into Common Shares pursuant to Article 15 and Notes
deemed not outstanding pursuant to Article 3.

     "Payment Blockage Notice" has the meaning specified in Section 4.02(ii).

     "Payment Default" has the meaning specified in Section 4.02(i).

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

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

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

     "Purchase Agreement" has the meaning specified in Section 2.05(a).

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

     "Record Date" has the meaning specified in Section 15.05(i)(iii).

     "Registration Rights Agreement" means that certain Registration Rights
Agreement, dated as of May 6, 2003, between the Company and the Initial
Purchaser, as amended from time to time in accordance with its terms.

     "Regulation S" means Regulation S under the Securities Act.

     "Regulation S Global Note" means a Global Note representing Notes issued
and sold pursuant to Regulation S.

                                       8

<PAGE>

     "Regulation S Note" means a Note issued and sold pursuant to Regulation S.

     "Representative" means (a) the indenture trustee or other trustee, agent or
representative for holders of Senior Indebtedness or (b) with respect to any
Senior Indebtedness that does not have any such trustee, agent or other
representative, (i) in the case of such Senior Indebtedness issued pursuant to
an agreement providing for voting arrangements as among the holders or owners of
such Senior Indebtedness, any holder or owner of such Senior Indebtedness acting
with the consent of the required persons necessary to bind such holders or
owners of such Senior Indebtedness and (ii) in the case of all other such Senior
Indebtedness, the holder or owner of such Senior Indebtedness.

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

     "Restricted Global Note" means a Global Note that bears the restrictive
legend set forth in Section 2.05 representing Notes issued and sold pursuant to
Rule 144A.

     "Restricted Note" means a Note that is a "restricted security" as defined
in Rule 144A under the Securities Act.

     "Restricted Securities" means the Notes (together with any Common Shares
issued upon conversion of the Notes) that bear or are required to bear the
restrictive legends set forth in Section 2.05.

     "Restricted Securities Holding Period" has the meaning set forth in Section
2.05(c).

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

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

     "Senior Indebtedness" means the principal of, premium, if any, interest
(including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowable as a claim in any such proceeding) and rent payable on or
in connection with, and all fees, costs, expenses and other amounts accrued or
due on or in connection with, Indebtedness of the Company whether outstanding on

                                       9

<PAGE>

the date of this Indenture or thereafter created, incurred, assumed, guaranteed
or in effect guaranteed by the Company (including all deferrals, renewals,
extensions or refundings of, or amendments, modifications or supplements to, the
foregoing), unless in the case of any particular Indebtedness the instrument
creating or evidencing the same or the assumption or guarantee thereof expressly
provides that such Indebtedness shall not be senior in right of payment to the
Notes or expressly provides that such Indebtedness is "pari passu" or "junior"
to the Notes. Notwithstanding the foregoing, the term Senior Indebtedness shall
not include any Indebtedness of the Company to any Subsidiary of the Company. If
any payment made to any holder of any Senior Indebtedness or its Representative
with respect to such Senior Indebtedness is rescinded or must otherwise be
returned by such holder or Representative upon the insolvency, bankruptcy or
reorganization of the Company or otherwise, the reinstated Indebtedness of the
Company arising as a result of such rescission or return shall constitute Senior
Indebtedness effective as of the date of such rescission or return.

     "Shelf Registration Statement" has the meaning specified for "Shelf
Registration Statement" in the Registration Rights Agreement.

     "Significant Subsidiary" means, as of any date of determination, a
Subsidiary of the Company, if as of such date of determination either (a) the
assets of such subsidiary equal 10% or more of the Company's total consolidated
assets or (b) the total revenue of which represented 10% or more of the
Company's consolidated total revenue for the most recently completed fiscal
year.

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

     "Supervisory Board" means the supervisory board of the Company, as
described in Articles 22 and 23 of the Company's Articles of Association and as
constituted from time to time.

     "Taxes" has the meaning specified in Section 5.12.

     "Taxing Authority" means any governmental authority or any subdivision,
agency, commission or authority thereof, or any quasi-governmental or private
body having jurisdiction over the assessment, determination, collection or other
imposition of Taxes.

                                       10

<PAGE>

     "Trading Day" has the meaning specified in Section 15.05(i)(iv).

     "transfer" means any sale, pledge, loan, transfer or other disposition
whatsoever of any Restricted Security.

     "Trigger Event" has the meaning specified in Section 15.05(d).

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, as
it was in force at the date of this Indenture, except as provided in Section
11.03 and Section 15.06; provided, however, that, in the event the Trust
Indenture Act of 1939 is amended after the date hereof, the term "Trust
Indenture Act" shall mean, to the extent required by such amendment, the Trust
Indenture Act of 1939 as so amended.

     "Trustee" means Citibank, N.A. and its successors and any corporation
resulting from or surviving any consolidation or merger to which it or its
successors may be a party and any successor trustee at the time serving as
successor trustee hereunder.

     The definitions of certain other terms are as specified in Section 2.05 and
3.05 and Article 15.

                                   ARTICLE 2
        Issue, Description, Execution, Registration And Exchange Of Notes

     Section 2.01. Designation Amount and Issue of Notes. The Notes shall be
designated as "5.25% Convertible Subordinated Notes due 2010". Notes not to
exceed the aggregate principal amount of $90,000,000 (excluding any Notes
cancelled, redeemed, converted, exchanged or destroyed pursuant to Sections
2.05, 2.06, 3.03, 3.05 and 15.02 hereof) upon the execution of this Indenture,
or from time to time thereafter, may be executed by the Company and delivered to
the Trustee for authentication, and the Trustee shall thereupon authenticate and
deliver said Notes to or upon the written order of the Company, signed by the
Chairman or any other member of the Management Board, without any further action
by the Company hereunder.

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

     Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends and endorsements as the Officers

                                       11

<PAGE>

executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Notes may be
listed, or to conform to usage, or to indicate any special limitations or
restrictions to which any particular Notes are subject.

     So long as the Notes are eligible for book-entry settlement with the
Depositary, or unless otherwise required by law, or otherwise contemplated by
Section 2.05(c), all Notes will be represented by one or more Notes in global
form registered in the name of the Depositary or the nominee of the Depositary
(a "Global Note"). The transfer and exchange of beneficial interests in any such
Global Note shall be effected through the Depositary in accordance with this
Indenture and the applicable procedures of the Depositary. Except as provided in
Section 2.05(d), beneficial owners of a Global Note shall not be entitled to
have certificates registered in their names, will not receive or be entitled to
receive physical delivery of certificates in definitive form and will not be
considered holders of such Global Note.

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

     Section 2.03. Date and Denomination of Notes; Payments of Interest. The
Global Notes shall be issuable in registered form without coupons in
denominations of $1,000 principal amount and integral multiples thereof. Each
Note shall be dated the date of its authentication and shall bear interest from
the date specified on the face of the form of each such Note attached as Exhibit
A hereto. Interest on the Notes shall be computed on the basis of a 360-day year
comprised of twelve (12) 30-day months.

     The Person in whose name any Note (or its Predecessor Note) is registered
on the Note Register at the close of business on any interest record date with
respect to any interest payment date shall be entitled to receive the interest
payable on such interest payment date, except (i) that the interest payable upon
redemption (unless the date of redemption is an interest payment date) will be
payable to the Person to whom principal is payable and (ii) as set forth in the
next succeeding sentence. In the case of any Note (or portion thereof) that is
converted

                                       12

<PAGE>

into Common Shares during the period from (but excluding) a interest record date
to (but excluding) the next succeeding interest payment date if (x) a redemption
date or Fundamental Change Redemption Date is to occur during such period or (y)
a default in the payment of interest exists at such time, such Note (or portion
thereof) that is submitted for conversion during such period shall be
accompanied by funds equal to the interest payable on such succeeding interest
payment date on the principal amount so converted, as provided in the
penultimate paragraph of Section 15.02 hereof. Interest shall be payable at the
office of the Company maintained by the Company for such purposes in London,
which shall initially be an office or agency of the Trustee and may, as the
Company shall specify to the paying agent in writing by each interest record
date, be paid by check mailed to the address of the Person entitled thereto as
it appears in the Note Register (provided that the holder of Notes with an
aggregate principal amount in excess of $2,000,000 shall, at the written
election of such holder, be paid by wire transfer in immediately available
funds); provided, however, that payments to the Depositary will be made by wire
transfer of immediately available funds to the account of the Depositary or its
nominee. The term "interest record date" with respect to any interest payment
date shall mean the April 30 or October 31 preceding the relevant May 15 or
November 15, respectively.

     Any interest on any Note which is payable, but is not punctually paid or
duly provided for, on any May 15 or November 15 (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Noteholder on the relevant
interest record date by virtue of his having been such Noteholder, and such
Defaulted Interest shall 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 Notes (or their respective
          Predecessor Notes) 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 to be paid on
          each Note and the date of the payment (which shall be not less than
          twenty-five (25) days after the receipt by the Trustee of such notice,
          unless the Trustee shall consent to an earlier date), and at the same
          time the Company shall deposit with the Trustee an amount of money
          equal to the aggregate amount to be paid in respect of such Defaulted
          Interest or shall make arrangements satisfactory to the Trustee for
          such deposit prior to the date of the proposed payment, such money
          when deposited to be held in trust for the benefit of the Person
          entitled to such Defaulted Interest as in this clause provided.
          Thereupon the Trustee shall fix a special record date for the payment
          of such Defaulted Interest which shall be not more than fifteen (15)
          days and not less than ten (10) days prior to the date of the proposed
          payment, and not less than ten (10)

                                       13

<PAGE>

          days after the receipt by the Trustee of the notice of the proposed
          payment, the Trustee shall promptly notify the Company of such special
          record date and, in the name and at the expense of the Company, shall
          cause notice of the proposed payment of such Defaulted Interest and
          the special record date therefor to be mailed, first-class postage
          prepaid, to each Noteholder at his address as it appears in the Note
          Register, not less than ten (10) days prior to such special record
          date. Notice of the proposed payment of such Defaulted Interest and
          the special record date therefor having been so mailed, such Defaulted
          Interest shall be paid to the Persons in whose names the Notes (or
          their respective Predecessor Notes) were registered at the close of
          business on such special record date and shall no longer be payable
          pursuant to the following clause (2) of this Section 2.03.

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

     Section 2.04. Execution of Notes. The Notes shall be signed in the name
and on behalf of the Company by the manual or facsimile signature of the
Chairman or any other member of the Management Board and attested by the manual
or facsimile signature of its Secretary or any of its Assistant Secretaries or
its Treasurer or any of its Assistant Treasurers (which may be printed, engraved
or otherwise reproduced thereon, by facsimile or otherwise). Only such Notes as
shall bear thereon a certificate of authentication substantially in the form set
forth on the forms of Note attached as Exhibit A hereto, manually executed by
the Trustee (or an authenticating agent appointed by the Trustee as provided by
Section 16.11), shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. Such certificate by the Trustee (or such an
authenticating agent) upon any Note executed by the Company shall be conclusive
evidence that the Note so authenticated has been duly authenticated and
delivered hereunder and that the holder is entitled to the benefits of this
Indenture.

     In case any Officer of the Company who shall have signed any of the Notes
shall cease to be such officer before the Notes so signed shall have been
authenticated and delivered by the Trustee, or disposed of by the Company, such
Notes nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Notes had not ceased to be such officer of the
Company, and any Note may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Note, shall be the proper

                                       14

<PAGE>

officers of the Company, although at the date of the execution of this Indenture
any such person was not such an officer.

     Section 2.05. Exchange and Registration of Transfer of Notes; Restrictions
on Transfer; Depositary.

     (a) Notwithstanding any other provision of the Indenture or the Notes,
transfers and exchanges of Notes and beneficial interests in the Global Notes of
the kinds specified in this Section 2.05(a) shall be made only in accordance
with this Section 2.05(a).

     Restricted Global Note to Regulation S Global Note. If the Notes are issued
in the form of the Global Notes, and if a Holder of a beneficial interest in the
Restricted Global Note deposited with DTC or its custodian wishes at any time to
exchange its interest in the Restricted Global Note for an interest in the
Regulation S Global Note, or to transfer its interest in the Restricted Global
Note to a Person who wishes to take delivery thereof in the form of an interest
in the Regulation S Global Note, such Holder may, subject to the rules and
procedures of the relevant Clearing Agent, to the extent applicable (the
"Applicable Procedures") and the requirements set forth in the following
sentence, exchange or transfer or cause the exchange or transfer of such
interest for an equivalent beneficial interest in the Regulation S Global Note.
Upon receipt by the Note Registrar, as transfer agent, of (A) instructions given
in accordance with the Applicable Procedures directing the Note Registrar to
credit or cause to be credited a beneficial interest in the Regulation S Global
Note in an amount equal to the beneficial interest in the Restricted Global Note
to be exchanged or transferred, (B) an order given by the Holder of such
beneficial interest in accordance with the Applicable Procedures containing
information regarding the participation account of the relevant Clearing Agent,
to be credited with such increase; provided, that prior to and including the
40th day after the later of the Closing Date and the last Option Closing Date
(each as defined in the Subscription Agreement, dated as of April 28, 2003 (the
"Purchase Agreement") between the Company and the Initial Purchaser) (the
"Distribution Compliance Period"), such information shall designate the
Euroclear or Clearstream Luxembourg account to be credited with such increase
and the name of such account, and (C) a written certification in substantially
the form of Exhibit C hereto given by the holder of such beneficial interest
stating that the exchange or transfer of such interest has been made in
compliance with the transfer restrictions applicable to the Notes and that such
transfer or exchange has been made pursuant to, and in accordance with, Rule 903
or 904 under Regulation S, as the case may be, the Note Registrar, as transfer
agent, shall instruct DTC to reduce the Restricted Global Note by the aggregate
principal amount of the beneficial interest in Restricted Global Note to be so
exchanged or transferred, and the Note Registrar, as transfer agent, shall
instruct the relevant Clearing Agent, concurrently with such reduction, to
increase the principal amount of Regulation S Global Note by the aggregate
principal amount of the beneficial interest in the Restricted Global Note to be
so exchanged or transferred, and to credit or cause to

                                       15

<PAGE>

be credited to the account of the Person specified in such instructions (who, in
the case of exchanges made during the Distribution Compliance Period, shall be
Euroclear or Clearstream Luxembourg, or both, as the case may be) a beneficial
interest in the Regulation S Global Note equal to the reduction in the principal
amount of the Restricted Global Note.

     Regulation S Global Note to Restricted Global Note. If the Notes are issued
in the form of Global Notes, and if a Holder of a beneficial interest in the
Regulation S Global Note deposited with a common depositary for Euroclear and
Clearstream Luxembourg wishes at any time to exchange its interest in the
Regulation S Global Note for an interest in the Restricted Global Note, or to
transfer its interest in the Regulation S Global Note to a Person who wishes to
take delivery thereof in the form of an interest in the Restricted Global Note,
such Holder may, subject to the Applicable Procedures and to the requirements
set forth in the following sentence, exchange or transfer or cause the exchange
or transfer of such interest for an equivalent beneficial interest in the
Regulation S Global Note. Upon receipt by the Note Registrar, as transfer agent,
of (A) instructions from the relevant Clearing Agent, directing the Note
Registrar, as transfer agent, to credit or cause to be credited a beneficial
interest in the Restricted Global Note equal to the beneficial interest in the
Regulation S Global Note to be exchanged or transferred, and (B) with respect to
an exchange or transfer of an interest in the Regulation S Global Note during
the Distribution Compliance Period for an interest in the Restricted Global
Note, a written certification in substantially the form of Exhibit D or Exhibit
E, respectively, hereto given by the Holder of such exchanged beneficial
interest in the Regulation S Global Note or transferee of such transferred
beneficial interest in the Regulation S Global Note, and stating that the Holder
is a QIB, or the transferee is acquiring such interest in such Restricted Global
Note for its own account or for an account or accounts with respect to which it
exercises sole investment discretion and that it and, if applicable, each such
account, is a QIB, and is obtaining such beneficial interest in a transaction
meeting the requirements of Rule 144A and in accordance with any applicable
securities laws of any state or other jurisdiction of the United States, the
Note Registrar, as transfer agent, shall instruct Euroclear or Clearstream
Luxembourg, as the case may be, to reduce the principal amount of the Regulation
S Global Note by the aggregate principal amount of the beneficial interest in
the Regulation S Global Note to be exchanged or transferred, and the Registrar,
as transfer agent, shall instruct DTC concurrently with such reduction, to
increase the principal amount of the Restricted Global Note by the aggregate
principal amount of the beneficial interest in the Regulation S Global Note to
be so exchanged or transferred, and to credit or cause to be credited to the
account of the Person specified in such instructions a beneficial interest in
the Restricted Global Note equal to the reduction in the principal amount of the
Regulation S Global Note.

     Notwithstanding anything to the contrary, transfers and exchanges of
interests in the Restricted Global Note and the Regulation S Global Note shall
be

                                       16

<PAGE>

recorded only in the book-entry system of the relevant Clearing Agent and any
increase or decrease of the principal amount of the Regulation S Global Note or
Restricted Global Note, as the case may be, shall be recorded by an appropriate
adjustment in the records of the Note Registrar and the relevant Clearing Agent
in accordance with Applicable Procedures.

     (b) The Company shall cause to be kept at the Corporate Trust Office a
register (the register maintained in such office and in any other office or
agency of the Company designated pursuant to Section 5.02 being herein sometimes
collectively referred to as the "Note Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Notes and of transfers of Notes. The Note Register shall be in
written form or in any form capable of being converted into written form within
a reasonably prompt period of time. The Trustee is hereby appointed "Note
Registrar" for the purpose of registering Notes and transfers of Notes as herein
provided. The Company may appoint one or more co-registrars in accordance with
Section 5.02.

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

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

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

     (c) Each Global Note authenticated under this Indenture shall be registered
in the name of the Depositary or a nominee thereof and delivered to such
Depositary or a nominee thereof or Custodian therefor, and each such Global Note
shall constitute a single Note for all purposes of this Indenture.
Notwithstanding any other provision in this Indenture, beneficial interests in
the Global Notes may be exchanged for Certificated Notes in the name or names of
any Person designated by the Holder of interests in the Global Notes upon
request

                                       17

<PAGE>

but only upon at least 20 days' prior written notice given to the Trustee by or
on behalf of the Depositary in accordance with customary practice and only in
the event (an "Exchange Event") that (i) DTC notifies the Company that it is
unwilling or unable to continue as a clearing system in connection with the
Notes or DTC ceases to be a clearing agency registered under the Exchange Act
and a successor clearing system is not appointed by the Company within 90 days
after receipt of such notice; (ii) (in the case of any Regulation S Global Note
only) Euroclear or Clearstream Luxembourg is closed for a continuous period of
30 days (other than by reason of legal holidays) or announces an intention to
permanently cease business; (iii) an Event of Default shall have occurred and
the maturity of the Notes shall have been accelerated in accordance with the
terms of the Notes and any Holder shall have requested in writing the issuance
of Certificated Notes following such an occurrence; or (iv) the Company shall
have determined in its sole discretion that the Notes shall no longer be
represented by Global Notes. Any Restricted Global Note or Regulation S Global
Note exchanged for a Certificated Note pursuant to Clause (i) or (ii) above
shall be so exchanged in whole and not in part and any Restricted Global Note or
Regulation S Global Note exchanged for a Certificated Note pursuant to Clause
(iii) or (iv) above may be exchanged in whole or from time to time in part as
directed by the relevant Holder.

          (i) So long as the Notes are eligible for book-entry settlement with
     the Depositary, or unless otherwise required by law, upon any transfer of a
     Certificated Note to a QIB in accordance with Rule 144A that requests
     delivery of such Note in the form of an interest in the Restricted Global
     Note, and upon receipt of the Certificated Note or Notes being so
     transferred, together with a certification, substantially in the form on
     the reverse of the Note, from the transferor that the transfer is being
     made in compliance with Rule 144A (or other evidence satisfactory to the
     Trustee), the Trustee shall make an endorsement on the Restricted Global
     Note to reflect an increase in the aggregate principal amount of the Notes
     represented by such Restricted Global Note, and the Trustee shall cancel
     such Certificated Note or Notes in accordance with the standing
     instructions and procedures of the Depositary, the aggregate principal
     amount of the Notes represented by such Restricted Global Note to be
     increased accordingly.

          (ii) Upon any sale or transfer of a Note to the Company or any
     Affiliate thereof (other than pursuant to a registration statement that has
     been declared effective under the Securities Act or after the expiration of
     the holding period applicable to sales thereof under Rule 144(k) under the
     Securities Act (or any successor) (it being understood that with respect to
     the initial issuance and sale of the Notes by the Company, such holding
     period shall be deemed to have commenced on the later of the Closing Date
     and the Last Option Closing Date (each as defined in the Purchase
     Agreement)) (the "Restricted Securities Holding Period"), the transferor

                                       18

<PAGE>

     shall, prior to such sale or transfer, furnish to the Company and/or
     Trustee such certifications, legal opinions or other information as they
     may reasonably require to confirm that the proposed transfer is being made
     pursuant to an exemption from, or in a transaction not subject to, the
     registration requirements of the Securities Act. Upon any transfer of a
     beneficial interest in a Global Note to the Company or such Affiliate, as
     the case may be, the Trustee shall make an endorsement on the Global Note
     to reflect a decrease in the aggregate principal amount of the Notes
     represented by such Global Note.

          (iii) Upon any sale or transfer of a Note outside the United States in
     compliance with Rule 903 or 904 under the Securities Act, as the case may
     be (other than pursuant to a registration statement that has been declared
     effective under the Securities Act or after the expiration of the
     Restricted Securities Holding Period), the transferor shall, prior to such
     sale or transfer, furnish to the Company and/or the Trustee such
     certifications, legal opinions or other information as they may reasonably
     require to confirm that the proposed transfer is being made pursuant to an
     exemption from, or in a transaction not subject to, the registration
     requirements of the Securities Act. Upon any transfer of a beneficial
     interest in the Regulation S Global Note to such transferee, the Trustee
     shall make an endorsement on the Regulation S Global Note to reflect a
     decrease in the aggregate principal amount of the Notes represented by such
     Regulation S Global Note, and the Company shall either (1) execute a
     Certificated Note or Notes in exchange therefor, and the Trustee, upon
     receipt of such Certificated Note or Notes and the written order of the
     Company, shall authenticate and deliver such, Certificated Note or Notes or
     (2) if a Regulation S Global Note has previously been executed and
     authenticated, the Trustee shall make an endorsement on such Regulation S
     Global Note to reflect a corresponding increase in the aggregate principal
     amount of Notes represented by Regulation S Global Note.

          (iv) Upon any sale or transfer of a Note pursuant to the exemption
     from registration provided by Rule 144 under the Securities Act, the
     transferor shall, prior to such sale or transfer, furnish to the Company
     and/or the Trustee such certifications, legal opinions or other information
     as they may reasonably require to confirm that the proposed transfer is
     being made pursuant to an exemption from, or in a transaction not subject
     to, the registration requirements of the Securities Act. Upon any transfer
     of a beneficial interest in the Global Note to such transferee, the Trustee
     shall make an endorsement on the Global Note to reflect a decrease in the
     aggregate principal amount of the Notes represented by such Global Note,
     and, the Trustee shall make an endorsement on the Global Note that does not
     bear the appropriate legend set forth in Section 2.05(d) to reflect a
     corresponding increase in the aggregate principal amount of Notes
     represented by such Global Note. If a Global Note that

                                       19

<PAGE>

     does not bear the legend set forth in Section 2.05(d)(ii) or (iii) is not
     then outstanding, the Company shall execute and the Trustee shall
     authenticate and deliver an unlegended Global Note to the Depositary.

     Any Global Note may be endorsed with or have incorporated in the text
thereof such legends or recitals or changes not inconsistent with the provisions
of this Indenture as may be required by the Custodian, the Depositary or by the
National Association of Securities Dealers, Inc. in order for the Notes to be
tradeable on The Portal Market or as may be required for the Notes to be
tradeable on any other market developed for trading of securities pursuant to
Rule 144A or required to comply with any applicable law or any regulation
thereunder or with the rules and regulations of any securities exchange or
automated quotation system upon which the Notes may be listed or traded or to
conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Notes are subject.

     (d) (i) Each Restricted Note shall be subject to the restrictions on
transfer set forth in Section 2.05(d)(ii) (including those set forth in the
legend set forth below) unless such restrictions on transfer shall be waived by
written consent of the Company, and the holder of each such Restricted Security,
by such Noteholder's acceptance thereof, agrees to be bound by all such
restrictions on transfer.

     (ii) Until the expiration of the Restricted Securities Holding Period, any
Restricted Note (and all securities issued in exchange therefor or substitution
thereof, other than Common Shares, if any, issued upon conversion thereof) shall
bear a legend in substantially the following form, unless such Restricted Note
has been sold pursuant to a registration statement that has been declared
effective under the Securities Act (and which continues to be effective at the
time of such transfer), or unless otherwise agreed by the Company in writing,
with written notice thereof to the Trustee:

     THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
     SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
     UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES
     PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
     HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
     BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT
     A UNITED STATES PERSON AND IS ACQUIRING THIS NOTE IN AN "OFFSHORE
     TRANSACTION" AS DEFINED IN RULE 902(H) UNDER THE SECURITIES ACT; (2) AGREES
     THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO
     SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE

                                       20

<PAGE>

     144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR
     OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE
     UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO ASM INTERNATIONAL N.V. OR ANY
     AFFILIATE THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
     INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
     (C) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR 904 UNDER THE
     SECURITIES ACT OR (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED
     BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); (3) PRIOR TO SUCH
     TRANSFER AGREES THAT IT WILL FURNISH TO CITIBANK, N.A., AS TRUSTEE (OR A
     SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR
     OTHER INFORMATION AS IT 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; AND
     (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED
     HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
     THIS LEGEND WILL BE REMOVED UPON THE TRANSFER OF THE NOTE EVIDENCED HEREBY
     UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION) OR
     A TRANSFER PURSUANT TO CLAUSE (2)(C) OR CLAUSE (2)(D) ABOVE OR UPON ANY
     TRANSFER OF THE NOTE EVIDENCED HEREBY. AS USED HEREIN, THE TERMS "UNITED
     STATES" AND "UNITED STATES PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
     REGULATION S UNDER THE SECURITIES ACT.

     Any Restricted Note (or security issued in exchange or substitution
therefor) as to which such restrictions on transfer shall have expired in
accordance with their terms or as to which the conditions for removal of the
foregoing legend set forth therein have been satisfied may, upon surrender of
such certificate evidencing an interest in a Restricted Note for exchange to the
Note Registrar in accordance with the provisions of this Section 2.05, be
exchanged for a new Note or Notes, of like tenor and aggregate principal amount,
which shall not bear the restrictive legend above. However, a Person acquiring
such an interest after expiration of the holding period shall be deemed to have
made the representations set forth in the legend above.

     (iii) Until the expiration of the Distribution Compliance Period, any
Regulation S Note (and all securities issued in exchange therefor or
substitution thereof, other than Common Shares, if any, issued upon conversion
thereof) shall bear a legend in substantially the following form, unless such
Regulation S Note

                                       21

<PAGE>

has been sold pursuant to a registration statement that has been declared
effective under the Securities Act (and which continues to be effective at the
time of such transfer), or unless otherwise agreed by the Company in writing,
with written notice thereof to the Trustee. If the Restricted Note surrendered
for exchange is represented by a Restricted Global Note, the principal amount of
the Restricted Global Note shall be reduced by the appropriate principal amount
and the principal amount of a Global Note without the legend set forth in this
Section 2.05(d)(iii). If a Global Note that does not bear the legend set forth
in Section 2.05(d)(ii) is not then outstanding, the Company shall execute and
the Trustee shall authenticate and deliver an unlegended Global Note to the
Depositary.

     THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
     SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
     UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES
     PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
     HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS ACQUIRING THE NOTES BY WAY OF
     AN "OFFSHORE TRANSACTION" AS DEFINED IN RULE 902(H) UNDER THE SECURITIES
     ACT; (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE DISTRIBUTION
     COMPLIANCE PERIOD ENDING AT LEAST 40 DAYS AFTER THE LATER OF THE CLOSING
     DATE AND THE LAST OPTION CLOSING DATE (EACH AS DEFINED IN THE SUBSCRIPTION
     AGREEMENT), RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE
     COMMON SHARES ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO ASM
     INTERNATIONAL N.V. OR ANY AFFILIATE THEREOF OR (B) OUTSIDE THE UNITED
     STATES IN COMPLIANCE WITH RULE 903 OR 904 UNDER THE SECURITIES ACT; (3)
     AGREES, PRIOR TO SUCH TRANSFER, TO FURNISH TO CITIBANK, N.A., AS TRUSTEE
     (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL
     OPINIONS OR OTHER INFORMATION AS 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; AND (4) AGREES THAT TO DELIVER TO EACH PERSON TO WHOM THE
     NOTE EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
     OF THIS LEGEND. AS USED HEREIN, THE TERMS "UNITED STATES" AND "UNITED
     STATES PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
     SECURITIES ACT.

                                       22

<PAGE>

     Any Regulation S Note (or security issued in exchange or substitution
therefor) as to which such restrictions on transfer shall have expired in
accordance with their terms or as to which the conditions for removal of the
foregoing legend set forth therein have been satisfied may, upon surrender of
such Regulation S Note for exchange to the Note Registrar in accordance with the
provisions of this Section 2.05, be exchanged for a new Note or Notes, of like
tenor and aggregate principal amount, which shall not bear the restrictive
legend above. If the Regulation S Note surrendered for exchange is represented
by a Regulation S Global Note, the principal amount of the Restricted Global
Note shall be reduced by the appropriate principal amount and the principal
amount of a Global Note without the legend set forth in this Section
2.05(d)(iii). If a Global Note that does not bear the legend set forth in this
Section 2.05(d)(iii) is not then outstanding, the Company shall execute and the
Trustee shall authenticate and deliver an unlegended Global Note to the
Depositary.

     (iv) Any certificate representing New York Shares issued upon conversion of
(1) any Regulation S Note prior to the expiration of the Distribution Compliance
Period or (2) any Restricted Note prior to the expiration of the Restricted
Securities Holding Period, shall bear a legend in substantially the following
form, unless such New York Shares have been sold pursuant to a registration
statement that has been declared effective under the Securities Act (and which
continues to be effective at the time of such transfer) or such New York Shares
have been issued upon conversion of Notes that have been transferred pursuant to
a registration statement that has been declared effective under the Securities
Act, or unless otherwise agreed by the Company in writing with written notice
thereof to the transfer agent.

     THE COMMON SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
     ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
     WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED
     STATES PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. THE HOLDER
     HEREOF AGREES THAT, UNTIL THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE
     TO SALES OF THE COMMON SHARES EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE
     SECURITIES ACT (OR ANY SUCCESSOR PROVISION), (1) IT WILL NOT RESELL OR
     OTHERWISE TRANSFER THE COMMON SHARES EVIDENCED HEREBY EXCEPT (A) TO ASM
     INTERNATIONAL N.V. OR ANY AFFILIATE THEREOF, (B) INSIDE THE UNITED STATES
     TO A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
     SECURITIES ACT) IN COMPLIANCE WITH RULE 144A, (C) OUTSIDE THE UNITED STATES
     IN COMPLIANCE WITH RULE 903 OR 904 UNDER THE SECURITIES ACT (D) PURSUANT TO
     THE

                                       23

<PAGE>

     EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
     (IF AVAILABLE), OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
     DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
     EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2) PRIOR TO SUCH TRANSFER (OTHER
     THAN A TRANSFER PURSUANT TO CLAUSE (1)(E) ABOVE), IT WILL FURNISH TO
     CITIBANK, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH
     CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS SUCH 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; AND (3) IT WILL DELIVER TO EACH PERSON
     TO WHOM THE COMMON SHARES EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A
     TRANSFER PURSUANT TO CLAUSE 1(C), (D) OR (E) ABOVE) A NOTICE SUBSTANTIALLY
     TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "UNITED STATES" AND
     "UNITED STATES PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S
     UNDER THE SECURITIES ACT.

     Any such Common Shares as to which such restrictions on transfer shall have
expired in accordance with their terms or as to which the conditions for removal
of the foregoing legend set forth therein have been satisfied may, upon
surrender of the certificates representing such Common Shares for exchange in
accordance with the procedures of the transfer agent for the Common Shares, be
exchanged for a new certificate or certificates for a like number of Common
Shares, which shall not bear the restrictive legend above.

     (v) Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in Section 2.05(c), with respect to transfers of beneficial
interests in the Global Notes, and in this Section 2.05(d)), the Global Notes
may not be transferred as a whole or in part except by the relevant Depositary
to its nominee or by the relevant Depositary's nominee to the relevant
Depositary or another nominee or by the relevant Depositary or any such nominee
to a successor relevant Depositary or such successor's nominee.

     The Depositary shall be a clearing agency registered under the Exchange
Act. The Company initially appoints DTC to act as Depositary with respect to the
Global Notes. Initially, the Restricted Global Note and the Regulation S Global
Note shall be issued to DTC, registered in the name of Cede & Co., as the
nominee of DTC, and deposited with the Custodian for Cede & Co.

     If at any time the relevant Depositary notifies the Company that it is
unwilling or unable to continue as Depositary, the Company may appoint a

                                       24

<PAGE>

successor Depositary. If a successor Depositary is not appointed by the Company
within ninety (90) days after the Company receives such notice, the Company will
execute, and the Trustee, upon receipt of an Officers' Certificate for the
authentication and delivery of Notes, will authenticate and deliver,
Certificated Notes, in aggregate principal amount equal to the principal amount
of the Note, in exchange for the Note.

     If a Certificated Note is issued in exchange for any portion of the Global
Notes after the close of business at the office or agency where such exchange
occurs on any interest record date and before the opening of business at such
office or agency on the next succeeding interest payment date, interest will not
be payable on such interest payment date in respect of such Certificated Note,
but will be payable on such interest payment date, subject to the provisions of
Section 2.03, only to the Person to whom interest in respect of such portion of
the Global Notes is payable in accordance with the provisions of this Indenture.

     Certificated Notes issued in exchange for all or a part of the Global Notes
pursuant to this Section 2.05 shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. Upon
execution and authentication, the Trustee shall deliver such Certificated Notes
to the Persons in whose names such Certificated Notes are so registered.

     At such time as all interests in the Global Notes have been redeemed,
converted, canceled, exchanged for Certificated Notes, or transferred to a
transferee who receives Certificated Notes, the Global Notes shall, upon receipt
thereof, be canceled by the Trustee in accordance with standing procedures and
instructions existing between the Depositary and the Custodian. At any time
prior to such cancellation, if any interest in the Global Notes is exchanged for
Certificated Notes, redeemed, converted, repurchased or canceled, or transferred
to a transferee who receives Certificated Notes therefor or any Certificated
Note is exchanged or transferred for part of the Global Notes, the principal
amount of such Global Notes shall, in accordance with the standing procedures
and instructions existing between the relevant Depositary and the Custodian, be
appropriately reduced or increased, as the case may be, and an endorsement shall
be made on such Global Notes, by the Trustee or the Custodian, at the direction
of the Trustee, to reflect such reduction or increase.

     (e) Any Note or Common Shares issued upon the conversion or exchange of a
Note that, prior to the expiration of the Restricted Securities Holding Period,
is purchased or owned by the Company or any Affiliate thereof may not be resold
by the Company or such Affiliate unless registered under the Securities Act or
resold pursuant to an exemption from the registration requirements of the
Securities Act in a transaction which results in such Notes or Common Shares, as
the case may be, no longer being "restricted securities" (as defined under Rule
144).

                                       25

<PAGE>

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

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

     Every substitute Note issued pursuant to the provisions of this Section
2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Note shall be found at any time, and shall be
entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionately with any and all other
Notes duly issued hereunder. To the extent permitted by law, all Notes shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with

                                       26

<PAGE>

respect to the replacement or payment or conversion of mutilated, destroyed,
lost or stolen Notes and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment or conversion of negotiable
instruments or other securities without their surrender.

     Section 2.07. Temporary Notes. Pending the preparation of Certificated
Notes, the Company may execute and the Trustee or an authenticating agent
appointed by the Trustee shall, upon the written request of the Company,
authenticate and deliver temporary Notes (printed or lithographed). Temporary
Notes shall be issuable in any authorized denomination, and substantially in the
form of the Certificated Notes, but with such omissions, insertions and
variations as may be appropriate for temporary Notes, all as may be determined
by the Company. Every such temporary Note shall be executed by the Company and
authenticated by the Trustee or such authenticating agent upon the same
conditions and in substantially the same manner, and with the same effect, as
the Certificated Notes. Without unreasonable delay the Company will execute and
deliver to the Trustee or such authenticating agent Certificated Notes (other
than in the case of Notes in global form) and thereupon any or all temporary
Notes (other than any such Global Note) may be surrendered in exchange therefor,
at each office or agency maintained by the Company pursuant to Section 5.02 and
the Trustee or such authenticating agent shall authenticate and make available
for delivery in exchange for such temporary Notes an equal aggregate principal
amount of Certificated Notes. Such exchange shall be made by the Company at its
own expense and without any charge therefor. Until so exchanged, the temporary
Notes shall in all respects be entitled to the same benefits and subject to the
same limitations under this Indenture as Certificated Notes authenticated and
delivered hereunder.

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

     Section 2.09. CUSIP and ISIN Numbers and Common Code. The Company in
issuing the Restricted Note may use a "CUSIP" number (if then generally in use),
and, if so, the Trustee shall use the CUSIP number in notices of redemption as a
convenience to Noteholders; the Company in issuing the Regulation S Note may use
an "ISIN" number and common code (if then generally in use), and, if so, the
Trustee shall use the ISIN number and common

                                       27

<PAGE>

code in notices of redemption as a convenience to Noteholders; provided, in
either case, however, that any such notice may state that no representation is
made as to the correctness of such number either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Notes, and any such redemption
shall not be affected by any defect in or omission of such number. The Company
will promptly notify the Trustee of any change in the CUSIP number or in the
ISIN number and common code.

                                    ARTICLE 3
                               Redemption Of Notes

     Section 3.01. Redemption of Notes. Except as otherwise provided in Section
3.05, the Company may not redeem any Notes prior to May 20, 2006. At any time on
or after May 20, 2006 and prior to maturity, the Notes may be redeemed at the
option of the Company, in whole or in part, upon notice as set forth in Section
3.02, at a redemption price equal to 100% of the principal amount of the Notes
being redeemed, together with accrued and unpaid interest, if any, to, but
excluding the date fixed for redemption if the Closing Sale Price shall have
exceeded 150% of the Conversion Price then in effect on each of at least 20
Trading Days in the consecutive 30 Trading Day period ending as of the date the
Company gives notice of a redemption pursuant to Section 3.02 or a date not more
than two Business Days prior to the giving of such notice.

     The Company may not redeem the Notes if it has failed to pay any interest
on the Notes when due and such failure to pay is continuing or if Additional
Amounts are or will become payable on the Notes.

     Section 3.02. Notice of Redemptions; Selection of Notes. In case the
Company shall desire to exercise the right to redeem all or, as the case may be,
any part of the Notes pursuant to Section 3.01, it shall fix a date for
redemption and it or, at its written request received by the Trustee not fewer
than forty-five (45) days prior (or such shorter period of time as may be
acceptable to the Trustee) to the date fixed for redemption, the Trustee in the
name of and at the expense of the Company, shall mail or cause to be mailed a
notice of such redemption not fewer than thirty (30) nor more than sixty (60)
days prior to the date fixed for redemption to the holders of Notes so to be
redeemed as a whole or in part at their last addresses as the same appear on the
Note Register; provided, however, that notice of such redemption shall be mailed
within two Business Days after the consecutive 30-Trading Day period, and
provided further that if the Company shall give such notice, it shall also give
written notice, and written notice of the Notes to be redeemed, to the Trustee.
Such mailing shall be by first class mail. The notice if mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the holder receives such notice. In any case, failure to give such notice
by mail or any defect

                                       28

<PAGE>

in the notice to the holder of any Note designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of
any other Note. Concurrently with the mailing of any such notice of redemption,
the Company shall issue a press release announcing such redemption, the form and
content of which press release shall be determined by the Company in its sole
discretion. The failure to issue any such press release or any defect therein
shall not affect the validity of the redemption notice or any of the proceedings
for the redemption of any Note called for redemption.

     Each such notice of redemption shall specify the aggregate principal amount
of Notes to be redeemed, the CUSIP number, or ISIN number and common code, if
any, of the Notes being redeemed, the date fixed for redemption (which shall be
a Business Day in accordance with Section 16.06), the redemption price at which
Notes are to be redeemed, the place or places of payment, that payment will be
made upon presentation and surrender of such Notes, that interest accrued to the
date fixed for redemption will be paid as specified in said notice, and that on
and after said date interest thereon or on the portion thereof to be redeemed
will cease to accrue. Such notice shall also state the current Conversion Price
and the date on which the right to convert such Notes or portions thereof into
Common Shares will expire. If fewer than all the Notes are to be redeemed, the
notice of redemption shall identify the Notes to be redeemed (including the
CUSIP number, or ISIN number and common code, if any). In case any Note is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that, on and after the
date fixed for redemption, upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion thereof will be issued.

     On or prior to the redemption date specified in the notice of redemption
given as provided in this Section 3.02, the Company will deposit with the
Trustee or with one or more paying agents (or, if the Company is acting as its
own paying agent, set aside, segregate and hold in trust as provided in Section
5.04(b) an amount of money in immediately available funds sufficient to redeem
on the redemption date all the Notes (or portions thereof) so called for
redemption (other than those theretofore surrendered for conversion into Common
Shares) at the appropriate redemption price, together with accrued and unpaid
interest to, but excluding, the date fixed for redemption; provided, however,
that if such payment is made on the redemption date it must be received by the
Trustee or paying agent, as the case may be, by 10:00 a.m. (New York City) time
on such date. The Company shall be entitled to retain any interest, yield or
gain on amounts deposited with the Trustee or any paying agent pursuant to this
Section 3.02 in excess of amounts required hereunder to pay the redemption price
together with accrued and unpaid interest to, but excluding, the date fixed for
redemption. If any Note called for redemption is converted pursuant hereto prior
to such redemption, any money deposited with the Trustee or any paying agent or
so segregated and held in trust for the redemption of such Note shall be paid to
the Company upon its written request, or, if then held by the Company, shall be
discharged from such

                                       29

<PAGE>

trust. Whenever any Notes are to be redeemed, the Company will give the Trustee
written notice in the form of an Officers' Certificate not fewer than forty-five
(45) days (or such shorter period of time as may be acceptable to the Trustee)
prior to the redemption date as to the aggregate principal amount of Notes to be
redeemed.

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

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

     Section 3.03. Payment of Notes Called for Redemption. If notice of
redemption has been given as above provided, the Notes or portion of Notes with
respect to which such notice has been given shall, unless converted into Common
Shares pursuant to the terms hereof, become due and payable on the date fixed
for redemption and at the place or places stated in such notice at the
applicable redemption price, together with interest accrued and unpaid to (but
excluding) the date fixed for redemption, and on and after said date (unless the
Company shall default in the payment of such Notes at the redemption price,
together with interest accrued to said date) interest on the Notes or portion of
Notes so called for redemption shall cease to accrue and, after the close of
business on the Business Day next preceding the date fixed for redemption, such
Notes shall cease to be convertible into Common Shares and, except as provided
in Section 8.05 and Section 13.04, to be entitled to any benefit or security
under this Indenture, and the holders thereof shall have no right in respect of
such Notes except the right to receive the redemption price thereof and accrued
and unpaid interest to (but excluding) the date fixed for redemption. On
presentation and surrender of such Notes at a place of payment in said notice
specified, the said Notes or the specified portions thereof shall be paid and
redeemed by the Company at the applicable redemption price, together with
interest accrued and unpaid thereon to (but excluding) the date fixed for
redemption; provided,

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<PAGE>

however, that if the applicable redemption date is an interest payment date, the
semi-annual payment of interest becoming due on such date shall be payable to
the holders of such Notes registered as such on the relevant interest record
date instead of the holders surrendering such Notes for redemption on such date.

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

     Notwithstanding the foregoing, the Trustee shall not redeem any Notes or
mail any notice of redemption during the continuance of a default in payment of
interest or premium, if any, on the Notes. If any Note called for redemption
shall not be so paid upon surrender thereof for redemption, the principal and
premium, if any, shall, until paid or duly provided for, bear interest from the
date fixed for redemption at the rate borne by the Note and such Note shall
remain convertible into Common Shares until the principal and premium, if any,
and interest shall have been paid or duly provided for.

     Section 3.04. Conversion Arrangement on Call for Redemption. In connection
with any redemption of Notes, the Company may arrange for the purchase and
conversion of any Notes by an agreement with one or more investment bankers or
other purchasers to purchase such Notes by paying to the Trustee in trust for
the Noteholders, on or before the date fixed for redemption, an amount not less
than the applicable redemption price, together with interest accrued and unpaid
to (but excluding) the date fixed for redemption, of such Notes. Notwithstanding
anything to the contrary contained in this Article 3, the obligation of the
Company to pay the redemption price of such Notes, together with interest
accrued and unpaid to (but excluding) the date fixed for redemption shall be
deemed to be satisfied and discharged to the extent such amount is so paid by
such purchasers. If such an agreement is entered into, a copy of which will be
filed with the Trustee prior to the date fixed for redemption, any Notes not
duly surrendered for conversion by the holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such holders upon payment to such holders of the applicable
redemption price together with accrued interest and (notwithstanding anything to
the contrary contained in Article 15) surrendered by such purchasers for
conversion, all as of immediately prior to the close of business on the date
fixed for redemption (and the right to convert any such Notes shall be extended
through such time), subject to payment of the above amount as aforesaid. At the
direction of the Company, the Trustee shall hold and dispose of any such amount
paid to it in the same manner as it would monies deposited with it by the
Company for the redemption of Notes. Without the Trustee's prior written
consent, no arrangement between the Company and such purchasers for the purchase
and conversion of any Notes shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture.

                                       31

<PAGE>

     Section 3.05. Redemption at Option of Holders Upon a Fundamental Change.
(a) If there shall occur a Fundamental Change at any time prior to maturity of
the Notes, then each Noteholder shall have the right, at such Noteholder's
option, to require the Company to redeem all of such Noteholder's Notes, or any
portion thereof that is an integral multiple of $1,000 principal amount, on the
date (the "Fundamental Change Redemption Date") that is not less than twenty
(20) but not more than thirty-five (35) days after the date of the Company
Notice (as defined in Section 3.05(b) below) of such Fundamental Change (or, if
such 35th day is not a Business Day, the next succeeding Business Day) at a
redemption price equal to 100% of the principal amount thereof, together with
accrued and unpaid interest to (but excluding) the Fundamental Change Redemption
Date; provided, that if such Fundamental Change Redemption Date is a date after
an interest record date and on or prior to an interest payment date, then the
interest payable on such interest payment date shall be paid to the holders of
record of the Notes on the applicable interest record date instead of the
holders surrendering the Notes for redemption on such date.

     Upon presentation of any Note redeemed in part only, the Company shall
execute and, upon the Company's written direction to the Trustee, the Trustee
shall authenticate and deliver to the holder thereof, at the expense of the
Company, a new Note or Notes, of authorized denominations, in principal amount
equal to the unredeemed portion of the Notes so presented.

     (b) On or before the tenth day after the occurrence of a Fundamental
Change, the Company or at its written request (which must be received by the
Trustee at least five (5) Business Days prior to the date the Trustee is
requested to give notice as described below, unless the Trustee shall agree in
writing to a shorter period), the Trustee, in the name of and at the expense of
the Company, shall mail or cause to be mailed to all holders of record on the
date of the Fundamental Change a notice (the "Company Notice") of the occurrence
of such Fundamental Change and of the redemption right at the option of the
holders arising as a result thereof. Such notice shall be mailed in the manner
and with the effect set forth in the first paragraph of Section 3.02 (without
regard for the time limits set forth therein). If the Company shall give such
notice, the Company shall also deliver a copy of the Company Notice to the
Trustee at such time as it is mailed to Noteholders. Concurrently with the
mailing of any Company Notice, the Company shall issue a press release
announcing such Fundamental Change referred to in the Company Notice, the form
and content of which press release shall be determined by the Company in its
sole discretion. The failure to issue any such press release or any defect
therein shall not affect the validity of the Company Notice or any proceedings
for the redemption of any Note which any Noteholder may elect to have the
Company redeem as provided in this Section 3.05.

     Each Company Notice shall specify the circumstances constituting the
Fundamental Change, the Fundamental Change Redemption Date, the price at which
the Company shall be obligated to redeem Notes, that the holder must

                                       32

<PAGE>

exercise the redemption right on or prior to the close of business on the
Fundamental Change Redemption Date (the "Fundamental Change Expiration Time"),
that the holder shall have the right to withdraw any Notes surrendered prior to
the Fundamental Change Expiration Time, a description of the procedure which a
Noteholder must follow to exercise such redemption right and to withdraw any
surrendered Notes, the place or places where the holder is to surrender such
holder's Notes, the amount of interest accrued on each Note to the Fundamental
Change Redemption Date and the CUSIP number or numbers, or the ISIN number or
numbers and common code or codes, of the Notes (if then generally in use).

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

     (c) For a Note to be so redeemed at the option of the holder, the Company
must receive at the office or agency of the Company maintained for that purpose
or, at the option of such holder, the Corporate Trust Office, the duly completed
form entitled "Option to Elect Repayment Upon A Fundamental Change" on or before
the Fundamental Change Expiration Time. All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Note for repayment
shall be determined by the Company, whose determination shall be final and
binding absent manifest error.

     (d) On or prior to the first Business Day after the Fundamental Change
Redemption Date, the Company will deposit with the Trustee or with one or more
paying agents (or, if the Company is acting as its own paying agent, set aside,
segregate and hold in trust as provided in Section 5.04) an amount of money
sufficient to redeem all the Notes to be redeemed on the Fundamental Change
Redemption Date at the appropriate redemption price, together with accrued and
unpaid interest to (but excluding) the Fundamental Change Redemption Date;
provided, however, that the payment must be received by the Trustee or paying
agent, as the case may be, by 10:00 a.m. New York City time, on the first
Business Day after the Fundamental Change Redemption Date. Payment for Notes
surrendered for redemption (and not withdrawn) prior to the Fundamental Change
Expiration Time will be made promptly (but in no event more than five (5)
Business Days) following the Fundamental Change Redemption Date by mailing
checks for the amount payable to the holders of such Notes entitled thereto as
they shall appear on the registry books of the Company.

     (e) In the case of a reclassification, change, consolidation, merger,
combination, sale or conveyance to which Section 15.06 applies, in which the
Common Shares of the Company are changed or exchanged as a result into the right
to receive stock, securities or other property or assets (including cash), which
includes Common Shares of the Company or shares of 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

                                       33

<PAGE>

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 stock, securities or other property or
assets (including cash) (as determined by the Company in good faith, which
determination shall be conclusive and binding), then the Person formed by such
consolidation or resulting from such merger or which acquires such assets that
is the issuer of such common stock, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture (accompanied by an Opinion of
Counsel that such supplemental indenture complies 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 of the Notes
to cause the Company to repurchase the Notes following a Fundamental Change,
including without limitation the applicable provisions of this Section 3.05 and
the definitions of Common Shares and Fundamental Change, as appropriate, as
determined in good faith by the Company (which determination shall be conclusive
and binding), to make such provisions apply to such other Person if different
from the Company and the common stock issued by such Person (in lieu of the
Company and the Common Shares of the Company).

     (f) The Company will comply with the provisions of Rule 13e-4 and any other
tender offer rules under the Exchange Act to the extent then applicable in
connection with the redemption rights of the holders of Notes in the event of a
Fundamental Change.

                                    ARTICLE 4
                             Subordination Of Notes

     Section 4.01. Agreement of Subordination. The Company covenants and
agrees, and each holder of Notes issued hereunder by its acceptance thereof
likewise covenants and agrees, that all Notes shall be issued subject to the
provisions of this Article 4, and each Person holding any Note, whether upon
original issue or upon registration of transfer, assignment or exchange thereof,
accepts and agrees to be bound by such provisions.

     The payment of the principal of, premium, if any, and interest (including
Liquidated Damages, if any) on all Notes (including, but not limited to, the
redemption price with respect to the Notes called for redemption in accordance
with Section 3.02 or submitted for redemption in accordance with Section 3.05,
as the case may be, as provided in this Indenture) issued hereunder shall, to
the extent and in the manner hereinafter set forth, be subordinated and subject
in right of payment to the prior payment in full of all Senior Indebtedness,
whether outstanding at the date of this Indenture or thereafter incurred.

     No provision of this Article 4 shall prevent the occurrence of any default
or Event of Default hereunder.

                                       34

<PAGE>

     Section 4.02. Payments to Noteholders. No payment shall be made with
respect to the principal of, premium, if any, or interest (including Liquidated
Damages, if any) on the Notes (including, but not limited to, the redemption
price with respect to the Notes to be called for redemption in accordance with
Section 3.02 or submitted for redemption in accordance with Section 3.05, as the
case may be, as provided in this Indenture), except payments and distributions
made by the Trustee as permitted by the first or second paragraph of Section
4.05, if:

          (i) a default in the payment of principal, premium, if any, interest,
     rent or other obligations in respect of Designated Senior Indebtedness
     occurs and is continuing (or, in the case of Designated Senior Indebtedness
     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 Designated Senior Indebtedness) (a "Payment
     Default"); or

          (ii) a default, other than a Payment Default, on any Designated Senior
     Indebtedness occurs and is continuing that then permits holders of such
     Designated Senior Indebtedness to accelerate its maturity (or in the case
     of any lease that is Designated Senior Indebtedness, a default occurs and
     is continuing that permits the lessor to either terminate the lease or
     require the Company to make an irrevocable offer to terminate the lease
     following an event of default thereunder) and the Trustee receives a notice
     of the default (a "Payment Blockage Notice") from a holder of Designated
     Senior Indebtedness or a Representative of Designated Senior Indebtedness
     (a "Non-Payment Default").

     If the Trustee receives any Payment Blockage Notice pursuant to clause (ii)
above, no subsequent Payment Blockage Notice shall be effective for purposes of
this Section 4.02 unless and until at least 365 days shall have elapsed since
the initial effectiveness of the immediately prior Payment Blockage Notice. No
Non-Payment 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 Payment Blockage Notice.

     The Company may and shall resume payments on and distributions in respect
of the Notes (including, but not limited to, the redemption price with respect
to the Notes to be redeemed) upon the earlier of:

               (1) in the case of a Payment Default, the date upon which any
          such Payment Default is cured or waived or ceases to exist, or

               (2) in the case of a Non-Payment Default, the earlier of (a) the
          date upon which such default is cured or waived or ceases to exist or
          (b) 179 days after the applicable Payment Blockage Notice is received
          by the Trustee if the maturity of such Designated Senior Indebtedness
          has not been accelerated (or in the case of any lease,

                                       35

<PAGE>

          179 days after notice is received if the Company has not received
          notice that the lessor under such lease has exercised its right to
          terminate the lease or require the Company to make an irrevocable
          offer to terminate the lease following an event of default
          thereunder), unless this Article 4 otherwise prohibits the payment or
          distribution at the time of such payment or distribution.

     Upon any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding up or liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness before any payment is
made on account of the principal of, premium, if any, or interest (including
Liquidated Damages, if any) on the Notes (except payments made pursuant to
Article 13 from monies deposited with the Trustee pursuant thereto prior to
commencement of proceedings for such dissolution, winding up, liquidation or
reorganization), and upon any such dissolution or winding up or liquidation or
reorganization of the Company or bankruptcy, insolvency, receivership or other
similar proceeding, any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the holders of the Notes or the Trustee would be entitled, except for the
provisions of this Article 4, shall (except as aforesaid) be paid by the Company
or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the holders of the Notes or by
the Trustee under this Indenture if received by them or it, directly to the
holders of Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders, or as otherwise
required by law or a court order) or their Representative or Representatives, as
their respective interests may appear, to the extent necessary to pay all Senior
Indebtedness in full, in cash or other payment satisfactory to the holders of
such Senior Indebtedness, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness, before any payment or
distribution is made to the holders of the Notes or to the Trustee.

     For purposes of this Article 4, 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, the payment of which is
subordinated at least to the extent provided in this Article 4 with respect to
the Notes to the payment of all Senior Indebtedness which may at the time be
outstanding; provided that (i) the Senior Indebtedness is assumed by the new
corporation, if any, resulting from any reorganization or readjustment, and (ii)
the rights of the holders of Senior Indebtedness (other than leases which are
not assumed by the Company or the new corporation, as the case may be) are not,
without the consent

                                       36

<PAGE>

of such holders, altered by such reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another Person upon the terms and conditions provided for in
Article 12 shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 4.02 if such other Person shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article 12.

     In the event of the acceleration of the Notes because of an Event of
Default, no payment or distribution shall be made to the Trustee or any holder
of Notes in respect of the principal of, premium, if any, or interest (including
Liquidated Damages, if any) on the Notes (including, but not limited to, the
redemption price with respect to the Notes called for redemption in accordance
with Section 3.02 or submitted for redemption in accordance with Section 3.05,
as the case may be, as provided in this Indenture), except payments and
distributions made by the Trustee as permitted by the first or second paragraph
of Section 4.05, until all Senior Indebtedness has been paid in full in cash or
other payment satisfactory to the holders of Senior Indebtedness or such
acceleration is rescinded in accordance with the terms of this Indenture. If
payment of the Notes is accelerated because of an Event of Default, the Company
or, at the Company's request and expense, the Trustee shall promptly notify
holders of Senior Indebtedness of the acceleration.

     In the event that, notwithstanding the foregoing provisions, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (including, without limitation, by way of setoff or
otherwise), prohibited by the foregoing provisions in this Section 4.02, shall
be received by the Trustee or the holders of the Notes before all Senior
Indebtedness is paid in full in cash or other payment satisfactory to the
holders of such Senior Indebtedness, or provision is made for such payment
thereof in accordance with its terms in cash or other payment satisfactory to
the holders of such Senior Indebtedness, to the extent that the Trustee or any
holder of the Notes has acquired notice, by whatever means, that all Senior
Indebtedness has not been paid in full, such payment or distribution shall be
held in trust for the benefit of and shall be paid over or delivered to the
holders of Senior Indebtedness or their Representative or Representatives, as
their respective interests may appear, as calculated by the Company, for
application to the payment of any Senior Indebtedness remaining unpaid to the
extent necessary to pay all Senior Indebtedness in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness.

     Nothing in this Section 4.02 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 8.06. This Section 4.02 shall be subject to
the further provisions of Section 4.05.

                                       37

<PAGE>

     Section 4.03. Subrogation of Notes. Subject to the payment in full of all
Senior Indebtedness, the rights of the holders of the Notes shall be subrogated
to the extent of the payments or distributions made to the holders of such
Senior Indebtedness pursuant to the provisions of this Article 4 (equally and
ratably with the holders of all Indebtedness of the Company which by its express
terms is subordinated to other Indebtedness of the Company to substantially the
same extent as the Notes are subordinated and is entitled to like rights of
subrogation) to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company
applicable to the Senior Indebtedness until the principal, premium, if any, and
interest (including Liquidated Damages, if any) on the Notes shall be paid in
full, and, for the purposes of such subrogation, no payments or distributions to
the holders of the Senior Indebtedness of any cash, property or securities to
which the holders of the Notes or the Trustee would be entitled except for the
provisions of this Article 4, and no payment pursuant to the provisions of this
Article 4, to or for the benefit of the holders of Senior Indebtedness by
holders of the Notes or the Trustee, shall, as among the Company, its creditors
other than holders of Senior Indebtedness, and the holders of the Notes, be
deemed to be a payment by the Company to or on account of the Senior
Indebtedness, and no payments or distributions of cash, property or securities
to or for the benefit of the holders of the Notes pursuant to the subrogation
provisions of this Article 4, which would otherwise have been paid to the
holders of Senior Indebtedness, shall be deemed to be a payment by the Company
to or for the account of the Notes. It is understood that the provisions of this
Article 4 are intended solely for the purposes of defining the relative rights
of the holders of the Notes, on the one hand, and the holders of the Senior
Indebtedness, on the other hand.

     Nothing contained in this Article 4 or elsewhere in this Indenture or in
the Notes is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness, and the holders of the Notes, the
obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Notes the principal of, premium, if any, and interest (including
Liquidated Damages, if any) on the Notes as and when the same shall become due
and payable in accordance with their terms, or is intended to or shall affect
the relative rights of the holders of the Notes and creditors of the Company
other than the holders of the Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or, subject to Section 7.04, the holder of any Note
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article 4 of the
holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.

     Upon any payment or distribution of assets of the Company referred to in
this Article 4, the Trustee, subject to the provisions of Section 8.01, and the
holders of the Notes shall be entitled to rely upon any order or decree made by
any court of competent jurisdiction in which such bankruptcy, dissolution,

                                       38

<PAGE>

winding up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the holders of the Notes, for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon and all other facts pertinent thereto or to this Article 4.

     Section 4.04. Authorization to Effect Subordination. Each holder of a Note
by the holder's acceptance thereof authorizes and directs the Trustee on the
holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article 4 and appoints the
Trustee to act as the holder's attorney-in-fact for any and all such purposes.
If the Trustee does not file a proper proof of claim or proof of debt in the
form required in any proceeding referred to in the third paragraph of Section
7.02 hereof at least thirty (30) days before the expiration of the time to file
such claim, the holders of any Senior Indebtedness or their Representatives are
hereby authorized to file an appropriate claim for and on behalf of the holders
of the Notes.

     Section 4.05. Notice to Trustee. The Company shall give prompt written
notice in the form of an Officers' Certificate to a Responsible Officer of the
Trustee and to any paying agent of any fact known to the Company that would
prohibit the making of any payment of monies to or by the Trustee or any paying
agent in respect of the Notes pursuant to the provisions of this Article 4.
Notwithstanding the provisions of this Article 4 or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Notes pursuant to the provisions of this Article 4,
unless and until a Responsible Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office from the Company (in the
form of an Officers' Certificate) or a Representative or a holder or holders of
Senior Indebtedness, and before the receipt of any such written notice, the
Trustee, subject to the provisions of Section 8.01, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if on a
date not less than one Business Day prior to the date upon which by the terms
hereof any such monies may become payable for any purpose (including, without
limitation, the payment of the principal of, or premium, if any, or interest
(including Liquidated Damages, if any) on any Note) the Trustee shall not have
received, with respect to such monies, the notice provided for in this Section
4.05, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to apply monies received to the
purpose for which they were received, and shall not be affected by any notice to
the contrary that may be received by it on or after such prior date.

     Notwithstanding anything in this Article 4 to the contrary, nothing shall
prevent any payment by the Trustee to the Noteholders of monies deposited with
it pursuant to Section 13.01, if a Responsible Officer of the Trustee shall not
have

                                       39

<PAGE>

received written notice at the Corporate Trust Office on or before one Business
Day prior to the date such payment is due that such payment is not permitted
under Section 4.01 or 4.02.

     The Trustee, subject to the provisions of Section 8.01, shall be entitled
to rely on the delivery to it of a written notice by a Representative or a
person representing himself to be a holder of Senior Indebtedness (or a trustee
on behalf of such holder) to establish that such notice has been given by a
Representative or a holder of Senior Indebtedness or a trustee on behalf of any
such holder or holders. The Trustee shall not be required to make any payment or
distribution to or on behalf of a holder of Senior Indebtedness pursuant to this
Article 4 unless it has received satisfactory evidence as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article 4.

     Section 4.06. Trustee's Relation to Senior Indebtedness. The Trustee, in
its individual capacity, shall be entitled to all the rights set forth in this
Article 4 in respect of any Senior Indebtedness at any time held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in Section
8.13 or elsewhere in this Indenture shall deprive the Trustee of any of its
rights as such holder.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 4, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 8.01, the Trustee shall not be liable to any holder of
Senior Indebtedness (i) for any failure to make any payments or distributions to
such holder or (ii) if it shall pay over or deliver money to holders of Notes,
the Company or any other Person in compliance with this Article 4.

     Section 4.07. No Impairment of Subordination. No right of any present or
future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with. Senior
Indebtedness may be created, renewed or extended and holders of Senior
Indebtedness may exercise any rights under any instrument creating or evidencing
such Senior Indebtedness, including, without limitation, any waiver of default
thereunder, without any notice to or consent from the holders of the Notes or
the Trustee. No compromise, alteration, amendment, modification, extension,
renewal or other change of, or waiver, consent or other action in respect of,
any liability or obligation under or in respect of the Senior Indebtedness or
any terms or

                                       40

<PAGE>

conditions of any instrument creating or evidencing such Senior Indebtedness
shall in any way alter or affect any of the provisions of this Article 4 or the
subordination of the Notes provided thereby.

     Section 4.08. Certain Conversions Not Deemed Payment. For the purposes of
this Article 4 only, (1) the issuance and delivery of junior securities upon
conversion of Notes in accordance with Article 15 and (2) the payment, issuance
or delivery of cash, property or securities upon conversion of a Note as a
result of any transaction specified in Section 15.06 shall not be deemed to
constitute a payment or distribution on account of the principal of, premium, if
any, or interest (including Liquidated Damages, if any) on Notes or on account
of the purchase or other acquisition of Notes. For the purposes of this Section
4.08, the term "junior securities" means (a) shares of any stock of any class of
the Company or (b) securities of the Company that are subordinated in right of
payment to all Senior Indebtedness 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 Notes are so subordinated as provided in this
Article 4. Nothing contained in this Article 4 or elsewhere in this Indenture or
in the Notes is intended to or shall impair, as among the Company, its creditors
(other than holders of Senior Indebtedness) and the Noteholders, the right,
which is absolute and unconditional, of the Holder of any Note to convert such
Note in accordance with Article 15.

     Section 4.09. Article Applicable to Paying Agents. If at any time any
paying agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee" as used in this Article 4 shall
(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 4 in addition to or
in place of the Trustee; provided, however, that the first paragraph of Section
4.05 shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as paying agent.

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

     Section 4.10. Senior Indebtedness Entitled to Rely. The holders of Senior
Indebtedness (including, without limitation, Designated Senior Indebtedness)
shall have the right to rely upon this Article 4, and no amendment or
modification of the provisions contained herein shall diminish the rights of
such holders unless such holders shall have agreed in writing thereto.

     Section 4.11. Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article 4, the Trustee and the Noteholders shall be entitled to rely upon
any order or decree entered by any court of competent jurisdiction in which such

                                       41

<PAGE>

insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Noteholders, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 4.

                                    Article 5
                       Particular Covenants Of The Company

     Section 5.01. Payment of Principal, Premium and Interest. The Company
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of and premium, if any (including the redemption price and
Additional Payment, if any, upon redemption pursuant to Article 3), and interest
(including Liquidated Damages, if any), on each of the Notes at the places, at
the respective times provided in the Notes and in the manner provided herein.

     Section 5.02. Maintenance of Office or Agency. The Company will maintain
an office or agency in New York, which shall initially be an office or agency of
the Trustee, where the Notes may be surrendered for registration of transfer or
exchange or for presentation for payment or for conversion or redemption and
where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency not designated or appointed by the Trustee. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office or the
office of agency of the Trustee in New York (which shall initially be located at
Citibank, N.A., 111 Wall Street, 14th Floor, New York, New York 10043 Attention:
Jennifer Cheng (Account of ASM International N.V.)).

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

     The Company hereby initially designates the Trustee as paying agent, Note
Registrar, Custodian, conversion agent and calculation agent and each of the
Corporate Trust Office and the office of agency of the Trustee in New York
(which shall initially be located at Citibank, N.A., 111 Wall Street, 14th
Floor, New York, New York 10043 Attention: Jennifer Cheng (Account of ASM

                                       42

<PAGE>

International N.V.)), shall be considered as one such office or agency of the
Company for each of the aforesaid purposes.

     So long as the Trustee is the Note Registrar, the Trustee agrees to mail,
or cause to be mailed, the notices set forth in Section 8.10(a) and the third
paragraph of Section 8.11. If co-registrars have been appointed in accordance
with this Section, the Trustee shall mail such notices only to the Company and
the holders of Notes it can identify from its records.

     Section 5.03. Appointments to Fill Vacancies in Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 8.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

     Section 5.04. Provisions as to Paying Agent.

     (a) If the Company shall appoint a paying agent other than the Trustee, or
if the Trustee shall appoint such a paying agent, the Company will cause such
paying agent to execute and deliver to the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section
5.04:

          (i) that it will hold all sums held by it as such agent for the
     payment of the principal of and premium, if any, or interest (including
     Liquidated Damages, if any) on the Notes (whether such sums have been paid
     to it by the Company or by any other obligor on the Notes) in trust for the
     benefit of the holders of the Notes;

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

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

     The Company shall, on or before each due date of the principal of, premium,
if any, or interest on the Notes, deposit with the paying agent a sum (in funds
which are immediately available on the due date for such payment) sufficient to
pay 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 to
take such action; provided, however, that if such deposit is made on the due
date, such deposit shall be received by the paying agent by 10:00 a.m. New York
time, on such date.

     (b) If the Company shall act as its own paying agent, it will, on or before
each due date of the principal of, premium, if any, or interest (including

                                       43

<PAGE>

Liquidated Damages, if any) on the Notes, set aside, segregate and hold in trust
for the benefit of the holders of the Notes a sum sufficient to pay such
principal, premium, if any, or interest (including Liquidated Damages, if any)
so becoming due and will promptly notify the Trustee of any failure to take such
action and of any failure by the Company (or any other obligor under the Notes)
to make any payment of the principal of, premium, if any, or interest (including
Liquidated Damages, if any) on the Notes when the same shall become due and
payable.

     (c) Anything in this Section 5.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Company or any paying agent hereunder
as required by this Section 5.04, such sums to be held by the Trustee upon the
trusts herein contained and upon such payment by the Company or any paying agent
to the Trustee, the Company or such paying agent shall be released from all
further liability with respect to such sums.

     (d) Anything in this Section 5.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 5.04 is subject to
Section 13.03 and 13.04.

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

     Section 5.05. Existence. Subject to Article 12, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence and rights (charter and statutory); provided, however, that
the Company shall not be required to preserve any such right if the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Noteholders.

     Section 5.06. Maintenance of Properties. The Company will cause all
properties used or useful in the conduct of its business or the business of any
Significant Subsidiary 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 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 judgment of the Company,
desirable in the conduct of its business or the business of any subsidiary and
not disadvantageous in any material respect to the Noteholders.

                                       44

<PAGE>

     Section 5.07. 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 any Significant Subsidiary or upon the income,
profits or property of the Company or any Significant Subsidiary, (ii) all
claims for labor, materials and supplies which, if unpaid, might by law become a
lien or charge upon the property of the Company or any Significant Subsidiary
and (iii) all stamps and other duties, if any, which may be imposed by the
United States or any political subdivision thereof or therein in connection with
the issuance, transfer, exchange or conversion of any Notes or with respect to
this Indenture; provided, however, that, in the case of clauses (i) and (ii),
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 impact on the Company, or
(B) if the amount, applicability or validity is being contested in good faith by
appropriate proceedings.

     Section 5.08. Rule 144A Information Requirement. Within the period prior
to the expiration of the Restricted Securities Holding Period, the Company
covenants and agrees that it shall, during any period in which it is not subject
to Section 13 or 15(d) under the Exchange Act, make available to any holder or
beneficial holder of Notes or any Common Shares issued upon conversion thereof
which continue to be Restricted Securities in connection with any sale thereof
and any prospective purchaser of Notes or such Common Shares designated by such
holder or beneficial holder, the information required pursuant to Rule
144A(d)(4) under the Securities Act upon the request of any holder or beneficial
holder of the Notes or such Common Shares and it will take such further action
as any holder or beneficial holder of such Notes or such Common Shares may
reasonably request, provided that, in either case, such Notes or such Common
Shares have not been owned by an Affiliate of the Company, all to the extent
required from time to time to enable such holder or beneficial holder to sell
its Notes or Common Shares without registration under the Securities Act within
the limitation of the exemption provided by Rule 144A, as such Rule may be
amended from time to time. Upon the request of any holder or any beneficial
holder of the Notes or such Common Shares, the Company will deliver to such
holder a written statement as to whether it has complied with such requirements.

     Section 5.09. Stay, Extension and Usury Laws. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law which would prohibit or
forgive the Company from paying all or any portion of the principal of, premium,
if any, or interest (including Liquidated Damages, if any) on the Notes as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture and the
Company (to the extent it may lawfully do so) hereby expressly waives all
benefit or advantage of

                                       45

<PAGE>

any such law, and covenants that it will not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

     Section 5.10. Compliance Certificate. The Company shall deliver to the
Trustee, within one hundred twenty (120) days after the end of each fiscal year
of the Company, a certificate signed by either the principal executive officer,
principal financial officer or principal accounting officer of the Company,
stating whether or not to the best knowledge of the signer thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and the status thereof of
which the signer may have knowledge.

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

     Any notice required to be given under this Section 5.10 or Section 4.05
shall be delivered to a Responsible Officer of the Trustee at its Corporate
Trust Office. In the event that the payment of the Notes is accelerated because
of an Event of Default, the Company shall promptly provide written notice to the
Trustee specifying the names and addresses of the holders of Senior Indebtedness
if the Trustee (and not the Company) is to provide holders of Senior
Indebtedness notice of such acceleration under Section 4.05 of the Indenture.

     Section 5.11. Liquidated Damages Notice. In the event that the Company is
required to pay Liquidated Damages to holders of Notes, the Company will provide
written notice ("Liquidated Damages Notice") to the Trustee of its obligation to
pay Liquidated Damages no later than fifteen days prior to the proposed payment
date for the Liquidated Damages, and the Liquidated Damages Notice shall set
forth the amount of Liquidated Damages to be paid by the Company on such payment
date. The Trustee shall not at any time be under any duty or responsibility to
any holder of Notes to determine the Liquidated Damages, or with respect to the
nature, extent or calculation of the amount of Liquidated Damages when made, or
with respect to the method employed in such calculation of the Liquidated
Damages. Unless the Trustee receives a Liquidated Damages Notice within the time
period specified above, the Trustee is entitled to assume that no Liquidated
Damages are due and payable.

     Section 5.12. Payment Of Additional Amounts. All payments made by the
Company under or with respect to the Notes will be made free and clear of and

                                       46

<PAGE>

without withholding or deduction for or on account of any present or future
taxes, duties, levies, imposts, assessments or governmental charges of whatever
nature imposed to levied by or on behalf of any Taxing Authority ("Taxes"),
unless the Company is required to withhold or deduct Taxes by law or by the
interpretation or administration thereof. In the event that the Company is
required to so withhold or deduct any amount for or on account of any Taxes from
any payment made under or with respect to the Notes, the Company will pay such
additional amounts ("Additional Amounts") as may be necessary so that the net
amount received by each Holder of Notes (including Additional Amounts) after
such withholding or deduction will equal the amount that such Holder would have
received if such Taxes had not been required to be withheld or deducted;
provided that no Additional Amounts will be payable with respect to a payment
made to a Holder of Notes to the extent:

     (a) that any such Taxes would not have been so imposed for the existence of
any present or former connection between such Holder and the Taxing Authority
imposing such Taxes (other than the mere receipt of such payment, acquisition,
ownership or disposition of such Securities or the exercise or enforcement of
rights under such Notes or this Indenture);

     (b) of any estate, inheritance, gift, sales, transfer, or personal property
Taxes imposed with respect to such Notes, except as otherwise provided herein;

     (c) that any such Taxes would not have been so imposed but for the
presentation of such Notes (where presentation is required) for payment on a
date more than 30 days after the date on which such payment became due and
payable or the date on which payment thereof is duly provided for, whichever is
later, except to the extent that the beneficiary or Holder thereof would have
been entitled to Additional Amounts had the Notes been presented for payment on
any date during such 30-day period;

     The Company will also (i) make such withholding or deduction of Taxes and
(ii) remit the full amount of Taxes so deducted or withheld to the relevant
Taxing Authority in accordance with all applicable laws. The Company will use
its reasonable best efforts to obtain certified copies of tax receipts
evidencing the payment of any Taxes so deducted or withheld from each Taxing
Authority imposing such Taxes. The Company will, upon request, make available to
the Holders of the Notes, within 60 days after the date the payment of any Taxes
so deducted or withheld is due pursuant to applicable law, certified copies of
tax receipts evidencing such payment by the Company or if, notwithstanding the
Company's efforts to obtain such receipts, the same are not obtainable, other
evidence of such payments by the Company.

     In the event that the Company is obligated to pay Additional Amounts with
respect to any payment of principal, interest, redemption price or any other
amount payable under or with respect to the Notes, thirty (30) days prior to the
date such payment is due and payable, the Company will deliver to the Trustee an

                                       47

<PAGE>

Officer's Certificate stating the fact that such Additional Amounts will also be
payable, the amounts so payable and such other information as necessary to
enable the Trustee to pay such Additional Amounts to the Holders on such payment
date.

     The foregoing provisions shall survive any termination or discharge of this
Indenture and shall apply mutatis mutandis to any jurisdiction in which any
successor Person to the Company is organized or is engaged in business for tax
purposes or any political subdivisions or taxing authority or agency thereof or
therein.

     In addition, the Company will pay any stamp, issue, registration,
documentary or other similar taxes and duties, including interest, penalties and
Additional Amounts with respect thereto, payable in the Netherlands or the
United States or any political subdivision or taxing authority of or in the
foregoing in respect of the creation, issue, offering, enforcement, redemption
or retirement of the Notes.

     Whenever in this Indenture or the Notes there is mentioned, in any context,
the payment of principal, interest, redemption price or any other amount payable
under or with respect to any Note, such mention shall be deemed to include
mention of the payment of Additional Amounts to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof.

                                    ARTICLE 6
          Noteholders' Lists And Reports By The Company And The Trustee

     Section 6.01. Noteholders' Lists. The Company covenants and agrees that it
will furnish or cause to be furnished to the Trustee, semiannually, not more
than fifteen (15) days after each May 15 and November 15 in each year beginning
with November 15, 2003 and at such other times as the Trustee may request in
writing, within thirty (30) days after receipt by the Company of any such
request (or such lesser time as the Trustee may reasonably request in order to
enable it to timely provide any notice to be provided by it hereunder), a list
in such form as the Trustee may reasonably require of the names and addresses of
the holders of Notes as of a date not more than fifteen (15) days (or such other
date as the Trustee may reasonably request in order to so provide any such
notices) prior to the time such information is furnished, except that no such
list need be furnished by the Company to the Trustee so long as the Trustee is
acting as the sole Note Registrar.

     Section 6.02. Preservation and Disclosure of Lists.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Notes contained in the most recent list furnished to it as provided in Section
6.01 or

                                       48

<PAGE>

maintained by the Trustee in its capacity as Note Registrar or co-registrar in
respect of the Notes, if so acting. The Trustee may destroy any list furnished
to it as provided in Section 6.01 upon receipt of a new list so furnished.

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

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

     Section 6.03. Reports by Trustee.

     (a) Within sixty (60) days after May 1 of each year commencing with the
year 2004, the Trustee shall transmit to holders of Notes such reports dated as
of May 1 of the year in which such reports are made concerning the Trustee and
its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

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

     Section 6.04. Reports by Company. The Company shall file with the Trustee
(and the Commission if at any time after the Indenture becomes qualified under
the Trust Indenture Act), and transmit to holders of Notes, such information,
documents and other reports and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to such Act, whether or not the Notes are governed by such Act;
provided, however, that any such information, documents or reports required to
be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within fifteen (15) days after the same is so
required to be filed with the Commission. Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

                                       49

<PAGE>

                                    ARTICLE 7
         Remedies Of The Trustee And Noteholders On An Event Of Default

     Section 7.01. Events of Default. In case one or more of the following
Events of Default (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body) shall have occurred and be
continuing:

     (a) default in the payment of any installment of interest (including
Liquidated Damages, if any) upon any of the Notes as and when the same shall
become due and payable, and continuance of such default for a period of thirty
(30) days, whether or not such payment is permitted under Article 4 hereof; or

     (b) default in the payment of the principal of or premium, if any
(including the Additional Payment, if any), on any of the Notes as and when the
same shall become due and payable either at maturity or in connection with any
redemption pursuant to Article 3, by acceleration or otherwise, whether or not
such payment is permitted under Article 4 hereof; or

     (c) failure on the part of the Company or any other obligor party to the
Indenture duly to observe or perform any other of the covenants or agreements on
the part of the Company in the Notes or in this Indenture (other than a covenant
or agreement a default in whose performance or whose breach is elsewhere in this
Section 7.01 specifically dealt with) continued for a period of sixty (60) days
after the date on which written notice of such failure, requiring the Company to
remedy the same, shall have been given to the Company by the Trustee, or the
Company and a Responsible Officer of the Trustee by the holders of at least
twenty-five percent (25%) in aggregate principal amount of the Notes at the time
outstanding determined in accordance with Section 9.04; or

     (d) there occurs, with respect to any Indebtedness of the Company having an
outstanding principal amount of $10 million or more in the aggregate for all
such debt, (1) an event of default that has caused the lender to declare such
indebtedness to be due and payable prior to its scheduled maturity or (2)
failure on the part of the Company to make a principal payment when due and such
defaulted payment is not made, waived or extended within the applicable grace
period; or

     (e) the Company shall commence a voluntary case or other proceeding seeking
liquidation, reorganization, dissolution or other relief with respect to the
Company or its debts under any bankruptcy, insolvency or other similar law now
(including, any order seeking the suspension of payment) or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of the Company or any substantial part of the property of
the Company, or shall consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other
proceeding

                                       50

<PAGE>

commenced against the Company, or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due; or

     (f) the Company fails to provide the Company Notice of a Fundamental Change
within the time period specified in Section 3.05(b)

then, and in each and every such case (other than an Event of Default specified
in Section 7.01(e)), unless the principal of all of the Notes shall have already
become due and payable, either the Trustee or the holders of not less than
twenty-five percent (25%) in aggregate principal amount of the Notes then
outstanding hereunder determined in accordance with Section 9.04, by notice in
writing to the Company (and to the Trustee if given by Noteholders), may declare
the principal of and premium, if any, on all the Notes and the interest accrued
thereon (including Liquidated Damages, if any) to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the Notes
contained to the contrary notwithstanding. If an Event of Default specified in
Section 7.01(e) occurs, the principal of all the Notes and the interest accrued
thereon shall (including Liquidated Damages, if any) be immediately and
automatically due and payable without necessity of further action. This
provision, however, is subject to the conditions that if, at any time after the
principal of the Notes shall have been so declared due and payable, and before
any judgment or decree for the payment of the monies due shall have been
obtained or entered as hereinafter provided, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
interest upon (including Liquidated Damages, if any) all Notes and the principal
of and premium, if any, on any and all Notes which shall have become due
otherwise than by acceleration (with interest on overdue installments of
interest (including Liquidated Damages, if any) (to the extent that payment of
such interest is enforceable under applicable law) and on such principal and
premium, if any, at the rate borne by the Notes plus 1%, to the date of such
payment or deposit) and amounts due to the Trustee pursuant to Section 8.06, and
if any and all defaults under this Indenture, other than the nonpayment of
principal of and premium, if any, and accrued interest on (including Liquidated
Damages, if any) Notes which shall have become due by acceleration, shall have
been cured or waived pursuant to Section 7.07, then and in every such case the
holders of a majority in aggregate principal amount of the Notes then
outstanding, by written notice to the Company and to the Trustee, may waive all
defaults or Events of Default and rescind and annul such declaration and its
consequences; but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or Event of Default, or shall impair any
right consequent thereon. The Company shall notify a Responsible Officer of the
Trustee, promptly upon becoming aware thereof, of any Event of Default.

     In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such waiver or rescission and annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case

                                       51

<PAGE>

the Company, the holders of Notes, and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the holders of Notes, and the Trustee shall
continue as though no such proceeding had been taken.

     Section 7.02. Payments of Notes on Default; Suit Therefor. The Company
covenants that (a) in case default shall be made in the payment of any
installment of interest upon (including Liquidated Damages, if any) any of the
Notes as and when the same shall become due and payable, and such default shall
have continued for a period of thirty (30) days, or (b) in case default shall be
made in the payment of the principal of or premium, if any, on any of the Notes
as and when the same shall have become due and payable, whether at maturity of
the Notes or in connection with any redemption, by or under this Indenture or by
declaration or otherwise, then, upon demand of the Trustee, the Company will pay
to the Trustee, for the benefit of the holders of the Notes, the whole amount
that then shall have become due and payable on all such Notes for principal and
premium, if any, or interest (including Liquidated Damages, if any), as the case
may be, with interest upon the overdue principal and premium, if any, and (to
the extent that payment of such interest is enforceable under applicable law)
upon the overdue installments of interest (including Liquidated Damages, if any)
at the rate borne by the Notes plus 1%, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including reasonable compensation to the Trustee, its agents, attorneys and
counsel, and all other amounts due the Trustee under Section 8.06. Until such
demand by the Trustee, the Company may pay the principal of and premium, if any,
and interest (including Liquidated Damages, if any) on the Notes otherwise in
accordance with the provisions of this Indenture, whether or not the Notes are
overdue.

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

     In case there shall be pending proceedings for the bankruptcy,
reorganization or suspension of payments of the Company or any other obligor on
the Notes under the law of The Netherlands, Title 11 of the United States Code,
or any other applicable law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official shall
have been appointed for or taken possession of the Company or such other
obligor, the property of the Company or such other obligor, or in the case of
any other judicial proceedings relative to the Company or such other obligor
upon the Notes, or to the creditors or property of the Company or such other
obligor, the Trustee,

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<PAGE>

irrespective of whether the principal of the Notes shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand pursuant to the provisions of this
Section 7.02, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal, premium, if any, and interest (including Liquidated
Damages, if any) owing and unpaid in respect of the Notes, and, in case of any
judicial proceedings, to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee and
of the Noteholders allowed in such judicial proceedings relative to the Company
or any other obligor on the Notes, its or their creditors, or its or their
property, and to collect and receive any monies or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of any amounts due the Trustee under Section 8.06, and any receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, custodian or similar
official is hereby authorized by each of the Noteholders 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 Noteholders, to pay to the Trustee any amount
due it for reasonable compensation, expenses, advances and disbursements,
including counsel fees incurred by it up to the date of such distribution. To
the extent that such payment of reasonable compensation, expenses, advances and
disbursements out of the estate in any such proceedings shall be denied for any
reason, payment of the same shall be secured by a lien on, and shall be paid out
of, any and all distributions, dividends, monies, securities and other property
which the holders of the Notes may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

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

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

     Section 7.03. Application of Monies Collected by Trustee. Any monies and
properties collected by the Trustee pursuant to this Article 7 shall be applied
in the order following, at the date or dates fixed by the Trustee for the
distribution of such monies, upon presentation of the several Notes, and
stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid:

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<PAGE>

     FIRST: To the payment of all amounts due the Trustee under Section 8.06;

     SECOND: Subject to the provisions of Article 4, in case the principal of
the outstanding Notes shall not have become due and be unpaid, to the payment of
interest on (including Liquidated Damages, if any) the Notes in default in the
order of the maturity of the installments of such interest, with interest (to
the extent that such interest has been collected by the Trustee) upon the
overdue installments of interest (including Liquidated Damages, if any) at the
rate borne by the Notes plus 1%, such payments to be made ratably to the Persons
entitled thereto;

     THIRD: Subject to the provisions of Article 4, in case the principal of the
outstanding Notes shall have become due, by declaration or otherwise, and be
unpaid to the payment of the whole amount then owing and unpaid upon the Notes
for principal and premium, if any, and interest (including Liquidated Damages,
if any), with interest on the overdue principal and premium, if any, and (to the
extent that such interest has been collected by the Trustee) upon overdue
installments of interest (including Liquidated Damages, if any) at the rate
borne by the Notes plus 1%, and in case such monies shall be insufficient to pay
in full the whole amounts so due and unpaid upon the Notes, then to the payment
of such principal and premium, if any, and interest (including Liquidated
Damages, if any) without preference or priority of principal and premium, if
any, over interest (including Liquidated Damages, if any), or of interest
(including Liquidated Damages, if any) over principal and premium, if any, or of
any installment of interest over any other installment of interest, or of any
Note over any other Note, ratably to the aggregate of such principal and
premium, if any, and accrued and unpaid interest; and

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

     Section 7.04. Proceedings by Noteholder. No holder of any Note shall have
any right by virtue of or by reference to any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture, or for the appointment of a receiver, trustee,
liquidator, custodian or other similar official, or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof, as hereinbefore
provided, and unless also the holders of not less than twenty-five percent (25%)
in aggregate principal amount of the Notes then outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, the Trustee has not received an
inconsistent direction from the holders of a majority in aggregate principal
amount of the Notes then outstanding and the Trustee for sixty (60) days after
its receipt of such notice, request and offer of

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<PAGE>

indemnity, shall have neglected or refused to institute any such action, suit or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 7.07; it being understood and
intended, and being expressly covenanted by the taker and holder of every Note
with every other taker and holder and the Trustee, that no one or more holders
of Notes shall have any right in any manner whatever by virtue of or by
reference to any provision of this Indenture to affect, disturb or prejudice the
rights of any other holder of Notes, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Notes (except as otherwise provided herein).
For the protection and enforcement of this Section 7.04, each and every
Noteholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

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

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

     Section 7.05. Proceedings by Trustee. In case of an Event of Default known
to a Responsible Officer of the Trustee, the Trustee may, in its discretion,
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as are necessary to protect and enforce any of
such rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

     Section 7.06. Remedies Cumulative and Continuing. Except as provided in
Section 2.06, all powers and remedies given by this Article 7 to the Trustee or
to the Noteholders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any thereof or of any other powers and remedies available
to the Trustee or the holders of the Notes, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any holder of any of the Notes to exercise any right or power accruing
upon any

                                       55

<PAGE>

default or Event of Default occurring and continuing as aforesaid shall impair
any such right or power, or shall be construed to be a waiver of any such
default or any acquiescence therein, and, subject to the provisions of Section
7.04, every power and remedy given by this Article 7 or by law to the Trustee or
to the Noteholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Noteholders.

     Section 7.07. Direction of Proceedings and Waiver of Defaults by
Noteholders. The holders of a majority in aggregate principal amount of the
Notes at the time outstanding determined in accordance with Section 9.04 shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee; provided, however, that (a) such direction shall not
be in conflict with any rule of law or with this Indenture, (b) the Trustee may
take any other action which is not inconsistent with such direction and (c) the
Trustee may decline to take any action that would benefit some Noteholder to the
detriment of other Noteholders. The holders of a majority in aggregate principal
amount of the Notes at the time outstanding determined in accordance with
Section 9.04 may, on behalf of the holders of all of the Notes, waive any past
default or Event of Default hereunder and its consequences except (i) a default
in the payment of interest (including Liquidated Damages, if any) or premium, if
any, on, or the principal of, the Notes, (ii) a failure by the Company to
convert any Notes pursuant to Article 15, (iii) a default in the payment of
redemption price or (iv) a default in respect of a covenant or provisions hereof
which under Article 11 cannot be modified or amended without the consent of the
holders of each or all Notes then outstanding or affected thereby. Upon any such
waiver, the Company, the Trustee and the holders of the Notes shall be restored
to their former positions and rights hereunder; but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent thereon. Whenever any default or Event of Default hereunder shall
have been waived as permitted by this Section 7.07, said default or Event of
Default shall for all purposes of the Notes and this Indenture be deemed to have
been cured and to be not continuing; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

     Section 7.08. Notice of Defaults. The Trustee shall, within ninety (90)
days after a Responsible Officer of the Trustee has knowledge of the occurrence
of a default, mail to all Noteholders, as the names and addresses of such
holders appear upon the Note Register, notice of all defaults known to a
Responsible Officer, unless such defaults shall have been cured or waived before
the giving of such notice; provided, however, that except in the case of default
in the payment of the principal of, or premium, if any, or interest (including
Liquidated Damages, if any) on any of the Notes, the Trustee shall be protected
in withholding such notice if and so long as a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Noteholders.

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<PAGE>

     Section 7.09. Undertaking to Pay Costs. All parties to this Indenture
agree, and each holder of any Note by his acceptance thereof shall be deemed to
have agreed, that any court may, in its discretion, require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; provided, however, that the provisions of this
Section 7.09 (to the extent permitted by law) shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Noteholder, or group of
Noteholders, holding in the aggregate more than ten percent in principal amount
of the Notes at the time outstanding determined in accordance with Section 9.04,
or to any suit instituted by any Noteholder for the enforcement of the payment
of the principal of or premium, if any, or interest on any Note on or after the
due date expressed in such Note or to any suit for the enforcement of the right
to convert any Note in accordance with the provisions of Article 15.

                                    ARTICLE 8
                                   The Trustee

     Section 8.01. Duties and Responsibilities of Trustee. The Trustee, prior to
the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. In case an Event of
Default has occurred (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct (as finally determined by a court of competent
jurisdiction), except that:

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

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

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<PAGE>

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

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

     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the written direction
of the holders of a majority in principal amount of the Notes at the time
outstanding determined as provided in Section 9.04 relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this
Indenture;

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

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

     (f) if any party fails to deliver a notice relating to an event the fact of
which, pursuant to this Indenture, requires notice to be sent to the Trustee,
the Trustee may conclusively rely on its failure to receive such notice as
reason to act as if no such event occurred.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers.

     Section 8.02. Reliance on Documents, Opinions, etc. Except as otherwise
provided in Section 8.01:

     (a) the Trustee may conclusively rely and shall be protected in acting upon
any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, bond, debenture, note, coupon or other paper or
document

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<PAGE>

(whether in its original or facsimile form) believed by it in good faith to be
genuine and to have been signed or presented by the proper party or parties;

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

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

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

     (e) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;

     (f) The Trustee shall not be considered to have knowledge of an Event of
Default unless a Responsible Officer of the Trustee receives written notice of
such event from the Company, the Paying Agent or a Noteholder;

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

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

     (i) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which

                                       59

<PAGE>

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

     Section 8.03. No Responsibility for Recitals, etc. The recitals contained
herein and in the Notes (except in the Trustee's certificate of authentication)
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of any Notes or the proceeds of any Notes authenticated and delivered by
the Trustee in conformity with the provisions of this Indenture.

     Section 8.04. Trustee, Paying Agents, Conversion Agents or Registrar May
Own Notes. The Trustee, any paying agent, any conversion agent or Note
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Notes with the same rights it would have if it were not Trustee,
paying agent, conversion agent or Note Registrar.

     Section 8.05. Monies to Be Held in Trust. Subject to the provisions of
Section 13.04 and Section 4.02, all monies and properties received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as may be agreed in writing from time to time by
the Company and the Trustee.

     Section 8.06. Compensation and Expenses of Trustee. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation for all services rendered by it hereunder in any
capacity (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) as mutually agreed to from time
to time in writing between the Company and the Trustee, and the Company will pay
or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances reasonably incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence, willful misconduct or bad faith (as
finally determined by a court of competent jurisdiction). The Company also
covenants to indemnify the Trustee (or any officer, director or employee of the
Trustee), in any capacity under this Indenture and its agents and any
authenticating agent for, and to hold them harmless against, any and all loss,
damage, claim, liability, judgment, fine, penalty, settlement, cost or expense
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence, willful misconduct or bad faith on the part of the Trustee
or

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<PAGE>

such officers, directors, employees and agent or authenticating agent, as the
case may be (as finally determined by a court of competent jurisdiction), and
arising out of or in connection with the acceptance or administration of this
trust or in any other capacity hereunder, including the reasonable costs,
expenses and reasonable attorneys' fees of defending themselves against any
claim of liability (whether asserted by the Company, any Holder or any other
Person) in connection with the exercise or performance of any of its powers or
duties hereunder. The obligations of the Company under this Section 8.06 to
compensate or indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall be secured by a lien prior to that of
the Notes upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular Notes.
The obligation of the Company under this Section shall survive the satisfaction
and discharge of this Indenture and/or the resignation or removal of the
Trustee.

     When the Trustee and its agents and any authenticating agent incur expenses
or render services after an Event of Default specified in Section 7.01(d) or (e)
with respect to the Company occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
bankruptcy, insolvency or similar laws.

     Section 8.07. Officers' Certificate as Evidence. Except as otherwise
provided in Section 8.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking, suffering or omitting any action
hereunder, the Trustee may request the delivery of an Officers' Certificate and
such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or willful misconduct on the part
of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee and shall not be liable for any
action taken, suffered or omitted in accordance with such certificate or for any
delay in acting while waiting for such certificate, provided that the Trustee
has submitted a written request for such certificate.

     Section 8.08. Conflicting Interests of Trustee. The Trustee and any
Affiliate thereof are permitted to engage in other transactions with the
Company. However, if the Trustee or any Affiliate thereof 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 8.09. Eligibility of Trustee. 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 and has a combined capital and surplus of at least
$50,000,000 (or if such Person is a member of a bank holding company system, its
bank holding company shall have a combined capital and surplus of at least

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<PAGE>

$50,000,000). If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section 8.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

     Section 8.10. Resignation or Removal of Trustee.

     (a) The Trustee may at any time resign by giving written notice of such
resignation to the Company. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee meeting the requirements of
Section 8.09 and having no conflicting interests within the meaning of Section
8.08 by written instrument, in duplicate, executed by order of the Management
Board, one copy of which instrument shall be delivered to the resigning Trustee
and one copy to the successor trustee. If no successor trustee shall have been
so appointed and have accepted appointment thirty (30) days after the mailing of
such notice of resignation to the Noteholders, the resigning Trustee may
petition any court of competent jurisdiction (at the expense of the Company) for
the appointment of a successor trustee, or, if any Noteholder who has been a
bona fide holder of a Note or Notes for at least six (6) months may, subject to
the provisions of Section 7.09, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

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

          (i) the Trustee shall fail to comply with Section 8.08 after written
     request therefor by the Company or by any Noteholder who has been a bona
     fide holder of a Note or Notes for at least six (6) months; or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 8.09 and shall fail to resign after written request
     therefor by the Company or by any such Noteholder; or

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

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Management Board, one copy of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee, or, subject to the

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provisions of Section 7.09, any Noteholder who has been a bona fide holder of a
Note or Notes for at least six (6) months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee; provided,
however, that if no successor Trustee shall have been appointed and have
accepted appointment sixty (60) days after either the Company or the Noteholders
has removed the Trustee, the Trustee so removed may petition any court of
competent jurisdiction (at the expense of the Company) for an appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

     (c) The holders of a majority in aggregate principal amount of the Notes at
the time outstanding may at any time remove the Trustee and nominate a successor
trustee which shall be deemed appointed as successor trustee unless, within ten
(10) days after notice to the Company of such nomination, the Company objects
thereto, in which case the Trustee so removed or any Noteholder, or if such
Trustee so removed or any Noteholder fails to act, the Company, upon the terms
and conditions and otherwise as in Section 8.10(a) provided, may petition any
court of competent jurisdiction for an appointment of a successor trustee.

     (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.11.

     Section 8.11. Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 8.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amount then due it pursuant to the provisions of Section
8.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property and funds held or collected by
such trustee as such, except for funds held in trust for the benefit of holders
of particular Notes, to secure any amounts then due it pursuant to the
provisions of Section 8.06.

     No successor trustee shall accept appointment as provided in this Section
8.11 unless, at the time of such acceptance, such successor trustee shall be

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qualified under the provisions of Section 8.08 and be eligible under the
provisions of Section 8.09.

     Upon acceptance of appointment by a successor trustee as provided in this
Section 8.11, the Company (or the former trustee, at the written direction of
the Company) shall mail or cause to be mailed notice of the succession of such
trustee hereunder to the holders of Notes at their addresses as they shall
appear on the Note Register. If the Company fails to mail such notice within ten
(10) days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.

     Section 8.12. Succession by Merger, etc. Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee (including any trust created
by this Indenture), shall be the successor to the Trustee hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that in the case of any corporation succeeding to all
or substantially all of the corporate trust business of the Trustee, such
corporation shall be qualified under the provisions of Section 8.08 and eligible
under the provisions of Section 8.09.

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

     Section 8.13. Preferential Collection of Claims. If and when the Trustee
or any Affiliate thereof shall be or become a creditor of the Company (or any
other obligor upon the Notes), the Trustee or such Affiliate shall be subject to
the provisions of the Trust Indenture Act regarding the collection of the claims
against the Company (or any such other obligor).

     Section 8.14. Trustee's Application for Instructions from the Company. Any
application by the Trustee for written instructions from the Company (other than
with regard to any action proposed to be taken or omitted to be taken by the
Trustee that affects the rights of the holders of the Notes or holders of Senior

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Indebtedness under this Indenture, including, without limitation, under Article
4 hereof) may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three (3) Business Days after the date any Officer of the Company actually
receives such application, unless any such Officer shall have consented in
writing to any earlier date) unless prior to taking any such action (or the
effective date in the case of an omission), the Trustee shall have received
written instructions in response to such application specifying the action to be
taken or omitted.

                                   ARTICLE 9
                                 The Noteholders

     Section 9.01. Action by Noteholders. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Notes may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action, the holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Noteholders
in person or by agent or proxy appointed in writing, or (b) by the record of the
holders of Notes voting in favor thereof at any meeting of Noteholders duly
called and held in accordance with the provisions of Article 10, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Noteholders. Whenever the Company or the Trustee solicits the taking
of any action by the holders of the Notes, the Company or the Trustee may fix in
advance of such solicitation, a date as the record date for determining holders
entitled to take such action. The record date shall be not more than fifteen
(15) days prior to the date of commencement of solicitation of such action.

     Section 9.02. Proof of Execution by Noteholders. Subject to the provisions
of Section 8.01, 8.02 and 10.05, proof of the execution of any instrument by a
Noteholder or its agent or proxy shall be sufficient if made in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee or in
such manner as shall be satisfactory to the Trustee. The holding of Notes shall
be proved by the registry of such Notes or by a certificate of the Note
Registrar.

     The record of any Noteholders' meeting shall be proved in the manner
provided in Section 10.06.

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     Section 9.03. Who Are Deemed Absolute Owners. The Company, the Trustee,
any paying agent, any conversion agent and any Note Registrar may deem the
Person in whose name such Note shall be registered upon the Note Register to be,
and may treat it as, the absolute owner of such Note (whether or not such Note
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by any Person other than the Company or any Note Registrar) for the
purpose of receiving payment of or on account of the principal of, premium, if
any, and interest on such Note, for conversion of such Note and for all other
purposes; and neither the Company nor the Trustee nor any paying agent nor any
conversion agent nor any Note Registrar shall be affected by any notice to the
contrary. All such payments so made to any holder for the time being, or upon
his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for monies payable upon any
such Note.

     Section 9.04. Company-Owned Notes Disregarded. In determining whether the
holders of the requisite aggregate principal amount of Notes have concurred in
any direction, consent, waiver or other action under this Indenture, Notes which
are owned by the Company or any other obligor on the Notes or any Affiliate of
the Company or any other obligor on the Notes shall be disregarded and deemed
not to be outstanding for the purpose of any such determination; provided,
however, that, for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, consent, waiver or other action,
only Notes which a Responsible Officer knows are so owned shall be so
disregarded. Notes so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 9.04 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Notes and that the pledgee is not the Company, any other obligor on the
Notes or any Affiliate of the Company or any such other obligor. In the case of
a dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee. Upon request of the Trustee,
the Company shall furnish to the Trustee promptly an Officers' Certificate
listing and identifying all Notes, if any, known by the Company to be owned or
held by or for the account of any of the above described Persons, and, subject
to Section 8.01, the Trustee shall be entitled to accept such Officers'
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Notes not listed therein are outstanding for the purpose of any
such determination.

     Section 9.05. Revocation of Consents; Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
9.01, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Notes specified in this Indenture in connection with
such action, any holder of a Note which is shown by the evidence to be included
in the Notes the holders of which have consented to such action may, by filing
written notice with the Trustee at its Corporate Trust Office and upon proof of
holding as provided in Section 9.02, revoke such action so far as concerns such
Note. Except

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as aforesaid, any such action taken by the holder of any Note shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Note and of any Notes issued in exchange or substitution therefor,
irrespective of whether any notation in regard thereto is made upon such Note or
any Note issued in exchange or substitution therefor.

                                   ARTICLE 10
                             Meetings Of Noteholders

     Section 10.01. Purpose of Meetings. A meeting of Noteholders may be called
at any time and from time to time pursuant to the provisions of this Article 10
for any of the following purposes:

          (i) to give any notice to the Company or to the Trustee or to give any
     directions to the Trustee permitted under this Indenture, or to consent to
     the waiving of any default or Event of Default hereunder and its
     consequences, or to take any other action authorized to be taken by
     Noteholders pursuant to any of the provisions of Article 7;

          (ii) to remove the Trustee and nominate a successor trustee pursuant
     to the provisions of Article 8;

          (iii) to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 11.02; or

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

     Section 10.02. Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Noteholders to take any action specified in Section 10.01, to
be held at such time and at such place as the Trustee shall determine. Notice of
every meeting of the Noteholders, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting and
the establishment of any record date pursuant to Section 9.01, shall be mailed
to holders of Notes at their addresses as they shall appear on the Note
Register. Such notice shall also be mailed to the Company. Such notices shall be
mailed not less than twenty (20) nor more than ninety (90) days prior to the
date fixed for the meeting.

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

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     Section 10.03. Call of Meetings by Company or Noteholders. In case at any
time the Company, pursuant to a resolution of its Management Board, or the
holders of at least ten percent (10%) in aggregate principal amount of the Notes
then outstanding, shall have requested the Trustee to call a meeting of
Noteholders, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed the
notice of such meeting within twenty (20) days after receipt of such request,
then the Company or such Noteholders may determine the time and the place for
such meeting and may call such meeting to take any action authorized in Section
10.01, by mailing notice thereof as provided in Section 10.02.

     Section 10.04. Qualifications for Voting. To be entitled to vote at any
meeting of Noteholders a person shall (a) be a holder of one or more Notes on
the record date pertaining to such meeting or (b) be a person appointed by an
instrument in writing as proxy by a holder of one or more Notes on the record
date pertaining to such meeting. The only persons who shall be entitled to be
present or to speak at any meeting of Noteholders shall be the persons entitled
to vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.

     Section 10.05. Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Noteholders as provided in Section 10.03, in which case the
Company or the Noteholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the holders of a majority
in principal amount of the Notes represented at the meeting and entitled to vote
at the meeting.

     Subject to the provisions of Section 9.04, at any meeting each Noteholder
or proxyholder shall be entitled to one vote for each $1,000 principal amount of
Notes held or represented by him; provided, however, that no vote shall be cast
or counted at any meeting in respect of any Note challenged as not outstanding
and ruled by the chairman of the meeting to be not outstanding. The chairman of
the meeting shall have no right to vote other than by virtue of Notes held by
him or instruments in writing as aforesaid duly designating him as the proxy to
vote on behalf of other Noteholders. Any meeting of Noteholders duly called
pursuant to the provisions of Section 10.02 or 10.03 may be adjourned from time
to time by the holders of a majority of the aggregate principal amount of Notes
represented

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at the meeting, whether or not constituting a quorum, and the meeting may be
held as so adjourned without further notice.

     Section 10.06. Voting. The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballot on which shall be subscribed
the signatures of the holders of Notes or of their representatives by proxy and
the outstanding principal amount of the Notes 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 in duplicate of
the proceedings of each meeting of Noteholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 10.02. The record shall show the principal amount of the
Notes voting in favor of or against any resolution. The record shall be signed
and verified by the affidavits of the permanent chairman and secretary of the
meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

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

     Section 10.07. No Delay of Rights by Meeting. Nothing contained in this
Article 10 shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Noteholders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Noteholders under
any of the provisions of this Indenture or of the Notes.

                                   ARTICLE 11
                             Supplemental Indentures

     Section 11.01. Supplemental Indentures Without Consent Of Noteholders. The
Company, when authorized by the resolutions of the Management Board, and the
Trustee may, from time to time, and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

     (a) make provision with respect to the conversion rights of the holders of
Notes pursuant to the requirements of Section 15.06 and the redemption
obligations of the Company pursuant to the requirements of Section 3.05(e);

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

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     (c) to evidence the succession of another Person to the Company, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company pursuant to Article 12;

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

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

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

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

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

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

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     Any supplemental indenture authorized by the provisions of this Section
11.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Notes at the time outstanding, notwithstanding any of the
provisions of Section 11.02.

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

     Section 11.02. Supplemental Indenture with Consent of Noteholders. With
the consent (evidenced as provided in Article 9) of the holders of a majority in
aggregate principal amount of the Notes at the time outstanding, the Company,
when authorized by the resolutions of the Management Board, and the Trustee may,
from time to time and at any time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or any
supplemental indenture or of modifying in any manner the rights of the holders
of the Notes; provided, however, that no such supplemental indenture shall (i)
extend the fixed maturity of any Note, or (ii) reduce the rate or extend the
time of payment of interest thereon, or (iii) reduce the principal amount
thereof or premium, if any, thereon, or (iv) reduce any amount payable on
redemption thereof, or (v) impair the right of any Noteholder to institute suit
for the payment thereof, or (vi) make the principal thereof or interest or
premium, if any, thereon payable in any coin or currency other than that
provided in the Notes, or (vii) modify the provisions of this Indenture with
respect to the subordination of the Notes in a manner adverse to the Noteholders
in any material respect, or (viii) change the obligation of the Company to
redeem any Note upon the happening of a Fundamental Change in a manner adverse
to the holder of Notes, or (ix) impair the right to convert the Notes pursuant
to the terms set forth herein, including Section 15.06 or (x) reduce the number
of Common Shares or the amount of any other property receivable upon conversion,
or change any obligation of the Company to maintain an office or agency in the
places and for the purposed specified in this Indenture, or (xi) reduce the
quorum or voting requirements under this indenture, or (xii) except as otherwise
provided in this Article 11, modify certain of the provisions of this indenture
relating to modification or waiver of provisions of this indenture, or (xiii)
reduce the aforesaid percentage of Notes, the holders of which are required to
consent to any such supplemental indenture in each case, without the consent of
the holder of each Note so affected.

     Upon the written request of the Company, accompanied by a copy of the
resolutions of the Management Board certified by its Secretary or Assistant
Secretary authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of Noteholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee

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may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

     It shall not be necessary for the consent of the Noteholders under this
Section 11.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     Section 11.03. Effect of Supplemental Indenture. Any supplemental
indenture executed pursuant to the provisions of this Article 11 shall comply
with the Trust Indenture Act, as then in effect, provided that this Section
11.03 shall not require such supplemental indenture or the Trustee to be
qualified under the Trust Indenture Act prior to the time such qualification is
in fact required under the terms of the Trust Indenture Act or the Indenture has
been qualified under the Trust Indenture Act, nor shall it constitute any
admission or acknowledgment by any party to such supplemental indenture that any
such qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article 11, this Indenture shall be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Notes shall
thereafter be determined, exercised and enforced hereunder, subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

     Section 11.04. Notation on Notes. Notes authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions of this
Article 11 may bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall
so determine, new Notes so modified as to conform, in the opinion of the Trustee
and the Management Board, to any modification of this Indenture contained in any
such supplemental indenture may, at the Company's expense, be prepared and
executed by the Company, authenticated by the Trustee (or an authenticating
agent duly appointed by the Trustee pursuant to Section 16.11) and delivered in
exchange for the Notes then outstanding, upon surrender of such Notes then
outstanding.

     Section 11.05. Evidence of Compliance of Supplemental Indenture to Be
Furnished to Trustee. Prior to entering into any supplemental indenture, the
Trustee may request an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article 11.

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                                   ARTICLE 12
                Consolidation, Merger, Sale, Conveyance And Lease

     Section 12.01. Company May Consolidate, etc. on Certain Terms. Subject to
the provisions of Section 12.02, nothing contained in this Indenture or in any
of the Notes shall prevent any consolidation or merger of the Company with or
into any other Person or Persons (whether or not affiliated with the Company),
or successive consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale, split-up,
conveyance or lease (or successive sales, conveyances or leases) of all or
substantially all of the property of the Company and its consolidated
Subsidiaries, taken as a whole, to any other Person (whether or not affiliated
with the Company), authorized to acquire and operate the same and that shall be
organized under the laws of the Netherlands or the United States of America, any
state thereof or the District of Columbia; provided, however, that upon any such
consolidation, merger, sale, split-up, conveyance or lease, the due and punctual
payment of the principal of and premium, if any, and interest (including
Liquidated Damages, if any) on all of the Notes, according to their tenor and
the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company, shall be expressly
assumed, by supplemental indenture satisfactory in form to the Trustee, executed
and delivered to the Trustee by the Person (if other than the Company) formed by
such consolidation, or into which the Company shall have been merged, or by the
Person that shall have acquired or leased such property, and such supplemental
indenture shall provide for the applicable conversion rights set forth in
Section 15.06; provided further that immediately after giving effect to the
transaction described above, no Event of Default and no event which, after
notice or lapse of time or both, would become an Event of Default, shall have
occurred and be continuing. No such consolidation, merger, sale, conveyance or
lease shall be permitted that is not in compliance with this Section 12.01.

     Section 12.02. Successor Corporation to Be Substituted. In case of any
such consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of and premium, if any, and interest on all of the Notes and
the due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Company, such successor Person shall succeed to
and be substituted for the Company, with the same effect as if it had been named
herein as the party of this first part. Such successor Person thereupon may
cause to be signed, and may issue either in its own name or in the name of ASM
International N.V. any or all of the Notes, issuable hereunder that theretofore
shall not have been signed by the Company and delivered to the Trustee; and,
upon the order of such successor Person instead of the Company and subject to
all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver, or cause to be authenticated and
delivered, any

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Notes that previously shall have been signed and delivered by the Officers of
the Company to the Trustee for authentication, and any Notes that such successor
Person thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Notes so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Notes theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Notes had
been issued at the date of the execution hereof. In the event of any such
consolidation, merger, sale or conveyance, the Person named as the "Company" in
the first paragraph of this Indenture or any successor that shall thereafter
have become such in the manner prescribed in this Article 12 may (except in the
case of any lease or in the case of any such consolidation, merger, sale or
conveyance to a Subsidiary of the Company) be dissolved, wound up and liquidated
at any time thereafter and such Person shall be released from its liabilities as
obligor and maker of the Notes and from its obligations under this Indenture.

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

     Section 12.03. Opinion of Counsel to Be Given Trustee. The Trustee shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance or lease and any
such assumption complies with the provisions of this Article 12.

                                   ARTICLE 13
                     Satisfaction And Discharge Of Indenture

     Section 13.01. Discharge of Indenture. When (a) the Company shall deliver
to the Trustee for cancellation all Notes theretofore authenticated (other than
any Notes that have been destroyed, lost or stolen and in lieu of or in
substitution for which other Notes shall have been authenticated and delivered)
and not theretofore canceled, or (b) all the Notes not theretofore canceled or
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year or are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption, and the Company shall deposit with the
Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all
of the Notes (other than any Notes that shall have been mutilated, destroyed,
lost or stolen and in lieu of or in substitution for which other Notes shall
have been authenticated and delivered) not theretofore canceled or delivered to
the Trustee for cancellation, including principal and premium, if any, and
interest due or to become due to such date of maturity or redemption date, as
the case may be, accompanied by a verification report, as to the sufficiency of
the deposited amount, from an independent certified accountant or other
financial professional satisfactory to the Trustee, and if the Company shall
also pay or cause to be paid

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all other sums payable hereunder by the Company, then this Indenture shall cease
to be of further effect (except as to (i) rights of registration of transfer,
substitution and exchange and conversion of Notes, (ii) rights hereunder of
Noteholders to receive payments of principal of and premium, if any, and
interest on, the Notes and the other rights, duties and obligations of
Noteholders, as beneficiaries hereof with respect to the amounts, if any, so
deposited with the Trustee and (iii) the rights, obligations and immunities of
the Trustee hereunder), and the Trustee, on written demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel as required by
Section 16.05 and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture; the
Company, however, hereby agrees to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Notes.

     Section 13.02. Deposited Monies to Be Held in Trust by Trustee. Subject to
Section 13.04, all monies deposited with the Trustee pursuant to Section 13.01,
provided that such deposit was not in violation of Article 4, shall be held in
trust for the sole benefit of the Noteholders and not to be subject to the
subordination provisions of Article 4, and such monies shall be applied by the
Trustee to the payment, either directly or through any paying agent (other than
the Company), to the holders of the particular Notes for the payment or
redemption of which such monies have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest and premium, if
any.

     Section 13.03. Paying Agent to Repay Monies Held. Upon the satisfaction
and discharge of this Indenture, all monies then held by any paying agent of the
Notes (other than the Trustee) shall, upon written request of the Company, be
repaid to it or paid to the Trustee, and thereupon such paying agent shall be
released from all further liability with respect to such monies.

     Section 13.04. Return of Unclaimed Monies. Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal of, premium, if any, or interest on Notes and not applied but
remaining unclaimed by the holders of Notes for two years after the date upon
which the principal of, premium, if any, or interest on such Notes, as the case
may be, shall have become due and payable, shall be repaid to the Company by the
Trustee on demand and all liability of the Trustee shall thereupon cease with
respect to such monies; and the holder of any of the Notes shall thereafter look
only to the Company for any payment that such holder may be entitled to collect
unless an applicable abandoned property law designates another Person.

     Section 13.05. Reinstatement. If the Trustee or the paying agent is unable
to apply any money in accordance with Section 13.02 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this

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Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 13.01 until such time as the Trustee or the paying
agent is permitted to apply all such money in accordance with Section 13.02;
provided, however, that if the Company makes any payment of interest on or
principal of any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the holders of such Notes to
receive such payment from the money held by the Trustee or paying agent.

                                   ARTICLE 14
         Immunity Of Incorporators, Shareholders, Officers And Directors

     Section 14.01. Indenture and Notes Solely Corporate Obligations. To the
extent permitted by law, no recourse for the payment of the principal of or
premium, if any, or interest on any Note, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in this Indenture or in any supplemental
indenture or in any Note, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, shareholder,
employee, agent, Officer, director or subsidiary, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Notes.

                                   ARTICLE 15
                               Conversion Of Notes

     Section 15.01. Right to Convert. Subject to and upon compliance with the
provisions of this Indenture, including, without limitation, Article 4, the
holder of any Note shall have the right, at its option, at any time prior to the
close of business on the final maturity date of the Notes (except that, with
respect to any Note or portion of a Note that shall be called for redemption,
such right shall terminate, except as provided in Section 15.02, Section 3.02 or
Section 3.04, at the close of business on the Business Day next preceding the
date fixed for redemption of such Note or portion of a Note unless the Company
shall default in payment due upon redemption thereof) to convert the principal
amount of any such Note, or any portion of such principal amount which is $1,000
or an integral multiple thereof, into that number of fully paid Common Shares
(as such shares shall then be constituted) obtained by dividing the principal
amount of the Note or portion thereof surrendered for conversion by the
Conversion Price in effect at such time, by surrender of the Note so to be
converted in whole or in part in the manner provided, together with any required
funds, in Section 15.02. A Note in

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respect of which a holder is exercising its option to require redemption upon a
Fundamental Change pursuant to Section 3.05 may be converted only if such holder
withdraws its election to exercise in accordance with Section 3.05. A holder of
Notes is not entitled to any rights of a holder of Common Shares until such
holder has converted its Notes to Common Shares, and only to the extent such
Notes are deemed to have been converted to Common Shares under this Article 15.
A holder may elect to receive either New York Shares or Dutch Bearer Shares upon
conversion of its Notes; provided that prior to the expiration of the
Distribution Compliance Period any Common Shares issued upon conversion of the
Notes must be issued in the form of New York Shares, subject in all cases to the
provisions of Section 2.05(d)(iv).

     Section 15.02. Exercise of Conversion Privilege; Issuance of Common Shares
on Conversion; No Adjustment for Interest or Dividends. In order to exercise the
conversion privilege with respect to any interest in a Global Note, the
beneficial holder must complete, or cause to be completed, the appropriate
instruction form for conversion pursuant to the Depositary's book-entry
conversion program, deliver, or cause to be delivered, by book-entry delivery an
interest in such Global Note, furnish appropriate endorsements and transfer
documents if required by the Company or the Trustee or conversion agent, and pay
the funds, if any, required by this Section 15.02 and any transfer taxes if
required pursuant to Section 15.08.

     In order to exercise the conversion privilege with respect to any
Certificated Note, the holder of any such Note to be converted in whole or in
part shall surrender such Note, duly endorsed, at an office or agency maintained
by the Company pursuant to Section 5.02, accompanied by the funds, if any,
required by the penultimate paragraph of this Section 15.02, and shall give
written notice of conversion in the form provided on the Notes (or such other
notice which is acceptable to the Company) to the office or agency that the
holder elects to convert such Note or the portion thereof specified in said
notice. Such notice shall also state the name or names (with address or
addresses) in which the certificate or certificates for Common Shares which
shall be issuable on such conversion shall be issued, and shall be accompanied
by transfer taxes, if required pursuant to Section 15.08. Each such Note
surrendered for conversion shall, unless the Common Shares issuable on
conversion are to be issued in the same name as the registration of such Note,
be duly endorsed by, or be accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the holder or his duly authorized
attorney.

     As promptly as practicable after satisfaction of the requirements for
conversion set forth above, subject to compliance with any restrictions on
transfer if shares issuable on conversion are to be issued in a name other than
that of the Noteholder (as if such transfer were a transfer of the Note or Notes
(or portion thereof) so converted), the Company shall issue and shall deliver to
such Noteholder at the office or agency maintained by the Company for such
purpose pursuant to Section 5.02, a certificate or certificates for the number
of full

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Common Shares issuable upon the conversion of such Note or portion thereof as
determined by the Company in accordance with the provisions of this Article 15
and a check or cash in respect of any fractional interest in respect of a Common
Share arising upon such conversion, calculated by the Company as provided in
Section 15.03. In case any Note of a denomination greater than $1,000 shall be
surrendered for partial conversion, and subject to Section 2.03, the Company
shall execute and the Trustee shall authenticate and deliver to the holder of
the Note so surrendered, without charge to him, a new Note or Notes in
authorized denominations in an aggregate principal amount equal to the
unconverted portion of the surrendered Note.

     Each conversion shall be deemed to have been effected as to any such Note
(or portion thereof) on the date on which the requirements set forth above in
this Section 15.02 have been satisfied as to such Note (or portion thereof), and
the Person in whose name any certificate or certificates for Common Shares shall
be issuable upon such conversion shall be deemed to have become on said date the
holder of record of Common Shares represented thereby; provided, however, that
any such surrender on any date when the stock transfer books of the Company
shall be closed shall constitute the Person in whose name the certificates are
to be issued as the record holder thereof for all purposes on the next
succeeding day on which such stock transfer books are open, but such conversion
shall be at the Conversion Price in effect on the date upon which such Note
shall be surrendered.

     Upon converting any Note or Notes into Common Shares, a Holder shall not
have any right to receive any accrued but unpaid interest on the Note or Notes
and no adjustment in respect of interest on any Note converted or dividends on
any shares issued upon conversion of such Note will be made upon any conversion
except as set forth in the last sentence of this paragraph. The delivery to the
Holder of the full number of Common Shares into which a Note or Notes if
convertible, together with any cash payment for such Holder's fractional Common
Shares pursuant to Section 15.03 below, or cash or a combination of cash and
Common Shares in lieu thereof, will be deemed to satisfy the Company's
obligation to pay the principal amount of the Note or Notes and accrued by
unpaid interest attributable to the period from the most recent interest payment
date to the conversion date relating to such Note or Notes. If a Note (or
portion thereof) is surrendered for conversion during the period from the close
of business on any interest record date to the close of business on the Business
Day preceding the following interest payment date, such Note (or portion thereof
being converted) must be accompanied by an amount, in New York Clearing House
funds or other funds acceptable to the Company, equal to the interest payable on
such interest payment date on the principal amount being converted; provided,
however, that no such payment shall be required if (i) such Note (or portion
thereof) has been called for redemption on a redemption date that occurs after a
record date and prior to the next interest payment date, (ii) such Note (or
portion thereof) is to be redeemed in connection with a Fundamental Change on a
Fundamental Change Redemption Date that occurs during such period or (iii)

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only to the extent of overdue interest, any overdue interest exists at the time
of conversion with respect to such Note.

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

     Section 15.03. Cash Payment in Lieu of Fractional Shares. No fractional
Common Shares or scrip representing fractional shares shall be issued upon
conversion of Notes. If more than one Note shall be surrendered for conversion
at one time by the same holder, the number of full Common Shares that shall be
issuable upon conversion shall be computed on the basis of the aggregate
principal amount of the Notes (or specified portions thereof to the extent
permitted hereby) so surrendered. If any fractional Common Shares would be
issuable upon the conversion of any Note or Notes, the Company shall make an
adjustment and payment therefor in cash at the current market price thereof to
the holder of Notes. The current market price of Common Shares shall be the
Closing Price on the last Trading Day immediately preceding the day on which the
Notes (or specified portions thereof) are deemed to have been converted.

     Section 15.04. Conversion Rate. Each $1,000 principal amount of the Notes
shall be convertible into the number of shares of Common Stock specified in the
form of Note (herein called the "Conversion Rate") attached as Exhibit A hereto,
subject to adjustment as provided in this Article 15.

     Section 15.05. Adjustment of Conversion Rate. The Conversion Rate shall be
adjusted from time to time by the Company as follows:

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

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

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

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purpose of this
paragraph (a), the number of Common Shares at any time outstanding shall not
include Common Shares held in the treasury of the Company. The Company will not
pay any dividend or make any distribution on Common Shares held in the treasury
of the Company. If any dividend or distribution of the type described in this
Section 15.05(a) is declared but not so paid or made, the Conversion Rate shall
again be adjusted to the Conversion Rate that would then be in effect if such
dividend or distribution had not been declared.

     (b) In case the Company shall issue rights or warrants to all holders of
its outstanding Common Shares entitling them (for a period expiring within
forty-five (45) days after the date fixed for determination of shareholders
entitled to receive such rights or warrants) to subscribe for or purchase Common
Shares at a price per share less than the Current Market Price on the date fixed
for determination of shareholders entitled to receive such rights or warrants,
the Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to the
date fixed for determination of shareholders entitled to receive such rights or
warrants by a fraction,

          (i) the numerator of which shall be the sum of the number of Common
     Shares outstanding on the date fixed for determination of shareholders
     entitled to receive such rights or warrants plus the total number of
     additional Common Shares offered for subscription or purchase, and

          (ii) the denominator of which shall be the sum of the number of Common
     Shares outstanding at the close of business on the date fixed for
     determination of shareholders entitled to receive such rights or warrants
     plus the number of shares that the aggregate offering price of the total
     number of shares so offered would purchase at such Current Market Price.

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

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for the determination of shareholders entitled to receive such rights or
warrants had not been fixed. In determining whether any rights or warrants
entitle the holders to subscribe for or purchase Common Shares at less than such
Current Market Price, and in determining the aggregate offering price of such
Common Shares, there shall be taken into account any consideration received by
the Company for such rights or warrants and any amount payable on exercise or
conversion thereof, the value of such consideration, if other than cash, to be
determined by the Management Board.

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

     (d) In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Shares shares of any class of capital stock of the Company
or evidences of its indebtedness or assets (including securities, but excluding
any rights or warrants referred to in Section 15.05(b), excluding any dividend
or distribution (x) paid exclusively in cash or (y) referred to in Section
15.05(a), and excluding any distribution referred to in Section 15.05(h) (any of
the foregoing hereinafter in this Section 15.05(d)) called the "Securities")),
then, in each such case, the Conversion Rate shall be increased so that the same
shall be equal to the rate determined by multiplying the Conversion Rate in
effect on the Record Date with respect to such distribution by a fraction,

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

          (ii) the denominator of which shall be the Current Market Price on
     such Record Date less the fair market value (as determined by the
     Management Board, whose determination shall be conclusive, and described in
     a resolution of the Management Board) on the Record Date of the portion of
     the Securities so distributed applicable to one Common Share,

such adjustment to become effective immediately prior to the opening of business
on the day following such Record Date; provided that if the then fair market
value (as so determined) of the portion of the Securities so distributed
applicable to one Common Share is equal to or greater than the Current Market
Price on the Record Date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each Noteholder shall have the right to receive
upon conversion the amount of

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Securities such holder would have received had such holder converted each Note
on the Record Date. If such dividend or distribution is not so paid or made, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such dividend or distribution had not been declared. If the
Management Board determines the fair market value of any distribution for
purposes of this Section 15.05(d) by reference to the actual or when issued
trading market for any securities, it must in doing so consider the prices in
such market over the same period used in computing the Current Market Price on
the applicable Record Date.

     Rights or warrants distributed by the Company to all holders of Common
Shares 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 Common Shares;
(ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Shares, shall be deemed not to have been distributed for
purposes of this Section 15.05 (and no adjustment to the Conversion Rate under
this Section 15.05 will be required) until the occurrence of the earliest
Trigger Event, whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion
Rate shall be made under this Section 15.05(d). If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of
this Indenture, are subject to events, upon the occurrence of which such rights
or warrants become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the date of the occurrence of any and each
such event shall be deemed to be the date of distribution and record date with
respect to new rights or warrants with such rights (and a termination or
expiration of the existing rights or warrants without exercise by any of the
holders thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding sentence) with respect thereto that was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion Rate under this Section 15.05 was made, (1) in the case of any such
rights or warrants that shall all have been redeemed or repurchased without
exercise by any holders thereof, the Conversion Rate shall be readjusted upon
such final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash distribution, equal
to the per share redemption or repurchase price received by a holder or holders
of Common Shares with respect to such rights or warrants (assuming such holder
had retained such rights or warrants), made to all holders of Common Shares as
of the date of such redemption or repurchase, and (2) in the case of such rights
or warrants that shall have expired or been terminated without exercise by any
holders thereof, the Conversion Rate shall be readjusted as if such rights and
warrants had not been issued.

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     For purposes of this Section 15.05(d) and Section 15.05(a) and (b), any
dividend or distribution to which this Section 15.05(d) is applicable that also
includes Common Shares, or rights or warrants to subscribe for or purchase
Common Shares (or both), shall be deemed instead to be (1) a dividend or
distribution of the evidences of indebtedness, assets or shares of capital stock
other than such Common Shares or rights or warrants (and any Conversion Rate
adjustment required by this Section 15.05(d) with respect to such dividend or
distribution shall then be made) immediately followed by (2) a dividend or
distribution of such Common Shares or such rights or warrants (and any further
Conversion Rate adjustment required by Sections 15.05(a) and 15.05(b) with
respect to such dividend or distribution shall then be made), except (A) the
Record Date of such dividend or distribution shall be substituted as "the date
fixed for the determination of shareholders entitled to receive such dividend or
other distribution", "the date fixed for the determination of shareholders
entitled to receive such rights or warrants" and "the date fixed for such
determination" within the meaning of Section 15.05(a) and 15.05(b) and (B) any
Common Shares included in such dividend or distribution shall not be deemed
"outstanding at the close of business on the date fixed for such determination"
within the meaning of Section 15.05(a).

     (e) In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Shares cash (excluding (x) any cash dividend on the Common
Shares to the extent the aggregate cash dividend per Common Share in any fiscal
year does not exceed the greater of (A) the amount per Common Share of the cash
dividends on the Common Shares during the next preceding fiscal year to the
extent that such preceding dividends did not require any adjustment of the
Conversion Rate pursuant to this Section 15.05(e) (as adjusted to reflect
subdivisions, or combinations of the Common Shares), and (B) 5% of the
arithmetic average of the Closing Sale Price during the ten Trading Days
immediately prior to the date of declaration of such dividend, and (y) any
dividend or distribution in connection with the liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary), then, in such
case, the Conversion Rate shall be increased so that the same shall equal the
rate determined by multiplying the Conversion Rate in effect immediately prior
to the close of business on such record date by a fraction,

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

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

such adjustment to be effective immediately prior to the opening of business on
the day following the Record Date for such distribution; provided that if the
portion of the cash so distributed applicable to one Common Share is equal to or
greater than the Current Market Price on the Record Date for such distribution,
in

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lieu of the foregoing adjustment, adequate provision shall be made so that each
Noteholder shall have the right to receive upon conversion the amount of cash
such holder would have received had such holder converted each Note on such
Record Date. If such dividend or distribution is not so paid or made, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such dividend or distribution had not been declared. Any
adjustment that is required to be made as set forth in this Section 15.05(e) as
a result of a distribution that is a quarterly dividend, such adjustment shall
be based upon the amount by which such distribution exceeds the amount of the
distribution permitted to be excluded pursuant hereto.

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

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

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

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

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     (g) In case of a tender or exchange offer made by a Person other than the
Company or any Subsidiary for an amount that increases the offeror's ownership
of Common Shares to more than twenty-five percent (25%) of the Common Shares
outstanding and shall involve the payment by such Person of consideration per
Common Shares having a Fair Market Value (as determined by the Management Board,
whose determination shall be conclusive, and described in a resolution of the
Management Board) that as of the last time (the "Offer Expiration Time") tenders
or exchanges may be made pursuant to such tender or exchange offer (as it shall
have been amended) exceeds the Closing Sale Price of a Common Share on the
Trading Day next succeeding the Offer Expiration Time, and in which, as of the
Offer Expiration Time the Management Board is not recommending rejection of the
offer, the Conversion Rate shall be increased so that the same shall equal the
rate determined by multiplying the Conversion Rate in effect immediately prior
to the Offer Expiration Time by a fraction

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

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

such adjustment to become effective immediately prior to the opening of business
on the day following the Offer Expiration Time. If such Person is obligated to
purchase shares pursuant to any such tender or exchange offer, but such Person
is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall again be adjusted to
be the Conversion Rate that would then be in effect if such tender or exchange
offer had not been made. Notwithstanding the foregoing, the adjustment described
in this Section 15.05(g) shall not be made if, as of the Offer Expiration Time,
the offering documents with respect to such offer disclose a plan or intention
to cause the Company to engage in any transaction described in Article 12.

     (h) If the Company pays a dividend or makes a distribution to all holders
of its Common Shares consisting of capital stock of any class or series, or
similar equity interests, of or relating to a Subsidiary or other business unit
of the Company, the Conversion Rate shall be increased so that the same shall be
equal

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to the rate determined by multiplying the Conversion Rate in effect on the
Record Date with respect to such distribution by a fraction,

          (i) the numerator of which shall be the sum of (A) the average of the
     Closing Sale Prices of the Common Shares for the ten (10) Trading Days
     commencing on and including the fifth Trading Day after the date on which
     "ex-dividend trading" commences for such dividend or distribution on NASDAQ
     or such other national or regional exchange or market which such securities
     are then listed or quoted (the "Ex-Dividend Date") plus (B) the fair market
     value of the securities distributed in respect of each Common Share for
     which this Section 15.05(h) applies and, if the securities to be
     distributed are listed or quoted on NASDAQ or such other national or
     regional exchange or market the fair market value shall equal the number of
     securities distributed in respect of each Common Share multiplied by the
     average of the closing sale prices of those securities distributed for the
     ten (10) Trading Days commencing on and including the fifth Trading Day
     after the Ex-Dividend Date or if the securities to be distributed are not
     so listed, the fair market value shall be determined by the Management
     Board, whose determination shall be conclusive, and described in a
     resolution of the Management Board; and

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

such adjustment to become effective immediately prior to the opening of business
on the day following fifteenth Trading Day after the Ex-Dividend Date; provided
that if (x) the average of the Closing Sale Prices of the Common Shares for the
ten (10) Trading Days commencing on and including the fifth Trading Day after
the Ex-Dividend Date minus (y) the fair market value of the securities
distributed in respect of each Common Share for which this Section 15.05(h)
applies (as calculated in Section 15.05(h)(i)(B) above) is less than $1.00, then
the adjustment provided by for by this Section 15.05(h) shall not be made and in
lieu thereof the provisions of Section 15.06 shall apply to such distribution.

     (i) For purposes of this Section 15.05, the following terms shall have the
meaning indicated:

          (i) "Current Market Price" shall mean the average of the daily Closing
     Sale Prices per Common Shares for the ten consecutive Trading Days selected
     by the Company commencing no more than 30 Trading Days before and ending
     not later than the earlier of such date of determination and the day before
     the "ex" date with respect to the issuance, distribution, subdivision or
     combination requiring such computation immediately prior to the date in
     question. For purpose of this paragraph, the term "ex" date, (1) when used
     with respect to any issuance

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     or distribution, means the first date on which the Common Shares trade,
     regular way, on the relevant exchange or in the relevant market from which
     the Closing Sale Price was obtained without the right to receive such
     issuance or distribution, and (2) when used with respect to any subdivision
     or combination of Common Shares, means the first date on which the Common
     Shares trade, regular way, on such exchange or in such market after the
     time at which such subdivision or combination becomes effective.

     If another issuance, distribution, subdivision or combination to which
Section 15.05 applies occurs during the period applicable for calculating
"Current Market Price" pursuant to the definition in the preceding paragraph,
"Current Market Price" shall be calculated for such period in a manner
determined by the Management Board to reflect the impact of such issuance,
distribution, subdivision or combination on the Closing Sale Price of the Common
Shares during such period.

          (ii) "Fair Market Value" shall mean the amount which a willing buyer
     would pay a willing seller in an arm's-length transaction.

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

          (iv) "Trading Day" shall mean (x) if the applicable security is quoted
     on the Nasdaq National Market, a day on which trades may be made thereon or
     (y) if the applicable security is listed or admitted for trading on the New
     York Stock Exchange, Euronext Amsterdam or another national securities
     exchange, a day on which such national securities exchange is open for
     business or (z) if the applicable security is not so listed, admitted for
     trading or quoted, any day other than a Saturday or Sunday or a day on
     which banking institutions in the State of New York are authorized or
     obligated by law or executive order to close.

     (j) The Company may make such increases in the Conversion Rate, in addition
to those required by Section 15.05(a), (b), (c), (d), (e), (f), (g) or (h) as
the Management Board considers to be advisable to avoid or diminish any income
tax to holders of Common Shares or rights to purchase Common Shares resulting
from any dividend or distribution of stock (or rights to acquire stock) or from
any event treated as such for income tax purposes.

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     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, the
increase is irrevocable during the period and the Management Board shall have
made a determination that such increase would be in the best interests of the
Company, which determination shall be conclusive. Whenever the Conversion Rate
is increased pursuant to the preceding sentence, the Company shall mail to
holders of record of the Notes a notice of the increase, and such notice shall
state the increased Conversion Rate and the period during which it will be in
effect.

     (k) No adjustment in the Conversion Rate shall be required unless such
adjustment would require an increase or decrease of at least one percent (1%) in
such rate; provided that any adjustments that by reason of this Section 15.05(k)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article 15 shall be made
by the Company and shall be made to the nearest cent or to the nearest one-ten
thousandth (1/10,000) of a share, as the case may be. No adjustment need be made
for rights to purchase Common Shares pursuant to a Company plan for reinvestment
of dividends or interest or for any issuance of Common Shares or convertible or
exchangeable securities or rights to purchase Common Shares or convertible or
exchangeable securities. To the extent the Notes become convertible into cash,
assets, property or securities (other than capital stock of the Company), no
adjustment need be made thereafter as to the cash, assets, property or such
securities. Interest will not accrue on any cash into which the Notes are
convertible.

     (l) Whenever the Conversion Rate is adjusted as herein provided, the
Company shall promptly file with the Trustee and any conversion agent other than
the Trustee an Officers' Certificate setting forth the Conversion Rate after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Responsible Officer of the Trustee shall have
received such Officers' Certificate, the Trustee shall not be deemed to have
knowledge of any adjustment of the Conversion Rate and may assume that the last
Conversion Rate of which it has knowledge is still in effect. Promptly after
delivery of such certificate, the Company shall prepare a notice of such
adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and
the date on which each adjustment becomes effective and shall mail such notice
of such adjustment of the Conversion Rate to the holder of each Note at his last
address appearing on the Note register provided for in Section 2.05 Section of
this Indenture, within twenty (20) days after execution thereof. Failure to
deliver such notice shall not affect the legality or validity of any such
adjustment.

     (m) In any case in which this Section 15.05 provides that an adjustment
shall become effective immediately after (1) a Record Date for an event, (2) the
date fixed for the determination of shareholders entitled to receive a dividend
or distribution pursuant to Section 15.05(a), (3) a date fixed for the
determination of shareholders entitled to receive rights or warrants pursuant to
Section 15.05(b), (4) the Expiration Time for any tender or exchange offer
pursuant to Section

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15.05(f), or (5) the Offer Expiration Time for a tender or exchange offer
pursuant to Section 15.05(g)(i) (each a "Determination Date"), the Company may
elect to defer until the occurrence of the applicable Adjustment Event (as
hereinafter defined) (x) issuing to the holder of any Note converted after such
Determination Date and before the occurrence of such Adjustment Event, the
additional Common Shares or other securities issuable upon such conversion by
reason of the adjustment required by such Adjustment Event over and above the
Common Shares issuable upon such conversion before giving effect to such
adjustment and (y) paying to such holder any amount in cash in lieu of any
fraction pursuant to Section 15.03. For purposes of this Section 15.05(m), the
term "Adjustment Event" shall mean:

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

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

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

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

     (n) For purposes of this Section 15.05, the number of Common Shares at any
time outstanding shall not include Common Shares held in the treasury of the
Company but shall include Common Shares issuable in respect of scrip
certificates issued in lieu of fractions of Common Shares. The Company will not
pay any dividend or make any distribution on Common Shares held in the treasury
of the Company.

     Section 15.06. Effect of Reclassification, Consolidation, Merger or Sale.
If any of the following events occur, namely (i) any reclassification or change
of the outstanding Common Shares (other than a subdivision or combination to
which Section 15.05(c) applies), (ii) any consolidation, merger or combination
of the Company with another Person as a result of which holders of Common Shares
shall be entitled to receive stock, other securities or other property or assets
(including cash) with respect to or in exchange for such Common Shares, or (iii)
any sale or conveyance of all or substantially all of the properties and assets
of the Company and its consolidated Subsidiaries, taken as a whole, to any other
Person as a result of which holders of Common Shares shall be entitled to or do
receive stock, other securities or other property or assets (including cash)
with respect to or in exchange for such Common Shares, then the Company or the
successor or purchasing Person, as the case may be, shall execute with the
Trustee a supplemental indenture (which shall comply with the Trust Indenture
Act as in force at the date of execution of such supplemental indenture)
providing that such

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Note shall be convertible into the kind and amount of shares of stock, other
securities or other property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
by a holder of a number of Common Shares issuable upon conversion of such Notes
(assuming, for such purposes, a sufficient number of authorized Common Shares
are available to convert all such Notes) immediately prior to such
reclassification, change, consolidation, merger, combination, sale or conveyance
assuming such holder of Common Shares did not exercise his rights of election,
if any, as to the kind or amount of stock, other securities or other property or
assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance (provided that, if the
kind or amount of stock, other securities or other property or assets (including
cash) receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance is not the same for each Common Shares in
respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purposes of this Section 15.06 the kind and
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance for each non-electing share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
non-electing shares). Such supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 15.

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

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

     If this Section 15.06 applies to any event or occurrence, Section 15.05
shall not apply.

     Section 15.07. Rights Issued In Respect Of Common Shares Issued Upon
Conversion. Each Common Share issued upon conversion of Notes pursuant to this
Article 15 shall be entitled to receive the appropriate number of common share
or preferred share purchase rights, as the case may be (the "Rights"), if any,
that Common Shares are entitled to receive and the certificates representing the
Common Shares issued upon such conversion shall bear such legends, if any, in
each case as may be provided by the terms of any shareholder rights agreement
adopted by the Company, as the same may be amended from time to time (in each
case, a "Rights Agreement"); provided that, notwithstanding anything else to the
contrary in this Article 15, there shall not be any adjustment to the Conversion
Rate as a result of the issuance of Rights, but an adjustment to the Conversion

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Rate shall be made pursuant to Section 15.05(d) if the Rights shall have been
separated from the Common Shares on or prior to the date of conversion.

     Section 15.08. Taxes on Shares Issued. The issue of Common Share
certificates on conversions of Notes shall be made without charge to the
converting Noteholder for any tax in respect of the issue thereof. The Company
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of Common Shares in any name
other than that of the holder of any Note converted, and the Company shall not
be required to issue or deliver any such Common Share certificate unless and
until the Person or Persons requesting the issue thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid.

     Section 15.09. Reservation of Common Shares; Common Shares to Be Fully
Paid; Compliance with Governmental Requirements; Listing of Common Shares. The
Company shall reserve and provide, free from preemptive rights, out of its
authorized but unissued Common Shares or Common Shares held in treasury,
sufficient Common Shares to provide for the conversion of the Notes from time to
time as such Notes are presented for conversion.

     Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the Common Shares issuable
upon conversion of the Notes, the Company will take all corporate action which
may, in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue such Common Shares at such adjusted Conversion Price.

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

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

     Section 15.10. Responsibility of Trustee. The Trustee and any other
conversion agent shall not at any time be under any duty or responsibility to
any

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holder of Notes to determine the Conversion Price or Conversion Rate or whether
any facts exist which may require any adjustment of the Conversion Rate, or with
respect to the nature or extent or calculation of any such adjustment when made,
or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same. The Trustee and any other
conversion agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any Common Shares, or of any securities or property,
which may at any time be issued or delivered upon the conversion of any Note;
and the Trustee and any other conversion agent make no representations with
respect thereto. Neither the Trustee nor any conversion agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
Common Shares or Common Share certificates or other securities or property or
cash upon the surrender of any Note for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of the Company contained
in this Article 15. Without limiting the generality of the foregoing, neither
the Trustee nor any conversion agent shall be under any responsibility to
determine the correctness of any provisions contained in any supplemental
indenture entered into pursuant to Section 15.06 relating either to the kind or
amount of Common Shares or other securities or property (including cash)
receivable by Noteholders upon the conversion of their Notes after any event
referred to in such Section 15.06 or to any adjustment to be made with respect
thereto, but, subject to the provisions of Section 8.01, may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officers' Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

     Section 15.11. Notice to Holders Prior to Certain Actions. In case:

     (a) the Company shall declare a dividend (or any other distribution) on its
Common Shares that would require an adjustment in the Conversion Rate pursuant
to Section 15.05; or

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

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

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

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

                                   ARTICLE 16
                            Miscellaneous Provisions

     Section 16.01. Provisions Binding on Company's Successors. All the
covenants, stipulations, promises and agreements by the Company contained in
this Indenture shall bind its successors and assigns whether so expressed or
not.

     Section 16.02. Official Acts by Successor Corporation. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or Officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
Officer of any Person that shall at the time be the lawful sole successor of the
Company.

     Section 16.03. Addresses for Notices, etc. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Notes on the Company shall be deemed to have
been sufficiently given or made, for all purposes, if given or served by being
deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until another address is filed by the Company with the
Trustee) to ASM International N.V., ASM International N.V., Jan van Eycklaan 10,
3723 BC Bilthoven, the Netherlands, Attention: Lies Rijnveld (Fax: +31 (30) 228
7469). Any notice, direction, request or demand hereunder to or upon the Trustee
shall be given or served by being deposited, postage prepaid, by registered or
certified mail in a post office letter box addressed to the Corporate Trust
Office, which office is, at the date as of which this Indenture is dated,
located at 111 Wall Street, 14th Floor, New York, New York 10043, Attention:
Jennifer Cheng (Account of ASM International N.V.).

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

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

     Failure to mail a notice or communication to a Noteholder or any defect in
it shall not affect its sufficiency with respect to other Noteholders. If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it; provided, however, that any
notice or communication to the Trustee shall be deemed given only upon receipt.

     Section 16.04. Governing Law. This Indenture and each Note shall be deemed
to be a contract made under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of the State of New
York, without regard to the conflict of laws provisions thereof.

     Section 16.05. Evidence of Compliance with Conditions Precedent;
Certificates To Trustee. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include: (1) a statement that the person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

     Section 16.06. Legal Holidays. In any case in which the date of maturity of
interest on or principal of the Notes or the date fixed for redemption of any
Note will not be a Business Day, then payment of such interest on or principal
of the Notes need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest on such payment shall
accrue for the period from and after such date.

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     Section 16.07. Trust Indenture Act. This Indenture is hereby made subject
to, and shall be governed by, the provisions of the Trust Indenture Act required
to be part of and to govern indentures qualified under the Trust Indenture Act;
provided, however, that this Section 16.07 shall not require this Indenture or
the Trustee to be qualified under the Trust Indenture Act prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act,
nor shall it constitute any admission or acknowledgment by any party to the
Indenture that any such qualification is required prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act. If
any provision hereof limits, qualifies or conflicts with another provision
hereof which is required to be included in an indenture qualified under the
Trust Indenture Act, such required provision shall control.

     Section 16.08. No Security Interest Created. Nothing in this Indenture or
the Notes, expressed or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or similar legislation, as now or
hereafter enacted and in effect, in any jurisdiction in which property of the
Company and its Subsidiaries is located, other than the security interest
granted to the Trustee in Section 8.06.

     Section 16.09. Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto, any paying agent, any authenticating agent, any Note Registrar and their
successors hereunder, the holders of Notes and the holders of Senior
Indebtedness, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

     Section 16.10. Table of Contents, Headings, etc. The table of contents and
the titles and headings of the articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

     Section 16.11. Authenticating Agent. The Trustee may appoint an
authenticating agent that shall be authorized to act on its behalf, and subject
to its direction, in the authentication and delivery of Notes in connection with
the original issuance thereof and transfers and exchanges of Notes hereunder,
including under Section 2.04, 2.05, 2.06, 2.07, 3.03 and 3.05, as fully to all
intents and purposes as though the authenticating agent had been expressly
authorized by this Indenture and those Sections to authenticate and deliver
Notes. For all purposes of this Indenture, the authentication and delivery of
Notes by the authenticating agent shall be deemed to be authentication and
delivery of such Notes "by the Trustee" and a certificate of authentication
executed on behalf of the Trustee by an authenticating agent shall be deemed to
satisfy any requirement hereunder or in the Notes for the Trustee's certificate
of authentication. Such authenticating agent shall at all times be a Person
eligible to serve as trustee hereunder pursuant to Section 8.09.

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     Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate trust business
of any authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 16.11, without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating agent or such successor
corporation.

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

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

     The provisions of Section 8.02, 8.03, 8.04, 9.03 and this Section 16.11
shall be applicable to any authenticating agent.

     Section 16.12. Execution in Counterparts. This Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

     Section 16.13. Severability. In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, then (to the extent
permitted by law) the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     Citibank, N.A. hereby accepts the trusts in this Indenture declared and
provided, upon the terms and conditions herein above set forth.

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

                                       96

<PAGE>

                                           ASM INTERNATIONAL N.V.


                                           By: /s/ Robert de Bakker
                                               ---------------------------------
                                               Name:  Robert de Bakker
                                               Title: Chief Financial Officer


                                           Citibank, N.A., as Trustee


                                           By: /s/ Jenny Cheng
                                               ---------------------------------
                                               Name:  Jenny Cheng
                                               Title: Vice President

                                       97

<PAGE>

                                                                       EXHIBIT A

                                 [FACE OF NOTE]

     [Insert if required pursuant to Section 2.05(d)(iii) for a Regulation S
Note:] [THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS EXCEPT AS
SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT IT IS ACQUIRING THE NOTES BY WAY OF AN "OFFSHORE TRANSACTION" AS
DEFINED IN RULE 902(H) UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT,
PRIOR TO EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD ENDING AT LEAST 40
DAYS AFTER THE LATER OF THE CLOSING DATE AND THE LAST OPTION CLOSING DATE (EACH
AS DEFINED IN THE SUBSCRIPTION AGREEMENT), RESELL OR OTHERWISE TRANSFER THE NOTE
EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE UPON CONVERSION OF SUCH NOTE
EXCEPT (A) TO ASM INTERNATIONAL N.V. OR ANY AFFILIATE THEREOF OR (B) OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH RULE 903 OR 904 UNDER THE SECURITIES ACT, AS
THE CASE MAY BE; (3) AGREES, PRIOR TO SUCH TRANSFER, TO FURNISH TO CITIBANK,
N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS 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;
AND (4) AGREES TO DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN,
THE TERMS "UNITED STATES" AND "UNITED STATES PERSON" HAVE THE MEANINGS GIVEN TO
THEM BY REGULATION S UNDER THE SECURITIES ACT.

[Insert if required pursuant to Section 2.05(d)(iii) for a Restricted Note:]
[THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS EXCEPT AS
SET FORTH IN THE

                                       A-1

<PAGE>

FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
(A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) IT IS NOT A UNITED STATES PERSON AND IS ACQUIRING THIS
NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT; (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING
PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(K) UNDER
THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER
THE NOTE EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE UPON CONVERSION OF SUCH
NOTE EXCEPT (A) TO ASM INTERNATIONAL N.V. OR ANY AFFILIATE THEREOF, (B) INSIDE
THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
RULE 903 OR 904 UNDER THE SECURITIES ACT, AS THE CASE MAY BE, OR (D) PURSUANT TO
THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE); (3) PRIOR TO SUCH TRANSFER AGREES THAT IT WILL FURNISH TO
CITIBANK, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT 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; AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE
EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. THIS LEGEND WILL BE REMOVED UPON THE TRANSFER OF THE NOTE EVIDENCED
HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION)
OR A TRANSFER PURSUANT TO CLAUSE (2)(C) OR CLAUSE (2)(D) ABOVE OR UPON ANY
TRANSFER OF THE NOTE EVIDENCED HEREBY. AS USED HEREIN, THE TERMS "UNITED STATES"
AND "UNITED STATES PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT.]

[Each Global Note shall bear the following legend:]

[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE AND,

                                       A-2

<PAGE>

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE 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.]

[Each Global Note for which the Depository Trust Company is the Depositary shall
bear the following legend:]

     [Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC") to the Issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of DTC (and any payment is made to Cede & Co. or
to such other entity as is required by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.]

                                       A-3

<PAGE>

                             ASM INTERNATIONAL N.V.

                  5.25% CONVERTIBLE SUBORDINATED NOTES DUE 2010

                                                       CUSIP: [00207DAD4] [144A]
                                                             [N07045AB8] [REG S]
                                                     ISIN: [US00207DAD49] [144A]
                                                          [USN07045AB80] [REG S]

No.                                                       [$_______________]
    ----------

     ASM International N.V., a public limited liability corporation organized
under the laws of the Kingdom of the Netherlands (herein called the "Company",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to
                   or its registered assigns, [For Certificated Notes only: the
------------------
principal sum of                   DOLLARS ($___________)] [For Global Notes
                 -----------------
only: the principal sum set forth on Schedule I hereto] on May 15, 2010, at the
office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest, semi-annually on May 15 and
November 15 of each year, commencing November 15, 2003, on said principal sum at
said office or agency, in like coin or currency, at the rate per annum of 5.25%,
from the May 15th or November 15th, as the case may be, next preceding the date
of this Note to which interest has been paid or duly provided for, unless the
date hereof is a date to which interest has been paid or duly provided for, in
which case from the date of this Note, or unless no interest has been paid or
duly provided for on the Notes, in which case from May 6, 2003, until payment of
said principal sum has been made or duly provided for; provided, however, that
if the Company shall default in the payment of interest due on such May 15 or
November 15, then this Note shall bear interest from the next preceding May 15
or November 15 to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for on such Note, from May 6, 2003. The
Company further hereby promises to pay, at said office or agency, in like coin
or currency, any Liquidated Damages that it may from time to time be required to
pay at the same time and in the same manner as payments of interest as specified
above. Except as otherwise provided in the Indenture, the interest and
Liquidated Damages payable on this Note pursuant to the Indenture on any May 15
or November 15 will be paid to the Person entitled thereto as it appears in the
Note Register at the close of business on the interest record date, which shall
be the April 30 or October 31 (whether or not a Business Day) next preceding
such May 15 or November 15, as provided in the Indenture; provided, however,
that any such interest not punctually paid or duly provided for shall be payable
as provided in

                                       A-4

<PAGE>

the Indenture. Interest and Liquidated Damages may, at the option of the
Company, be paid either (i) by check mailed to the registered address of such
Person (provided that the holder of Notes with an aggregate principal amount in
excess of $2,000,000 shall, at the written election of such holder, be paid by
wire transfer of immediately available funds) or (ii) by transfer to an account
maintained by such Person located in the United States; provided, however, that
payments to the Depositary will be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof, including, without limitation, provisions subordinating the
payment of principal of and premium, if any, and interest on the Notes to the
prior payment in full of all Senior Indebtedness, as defined in the Indenture,
and provisions giving the holder of this Note the right to convert this Note
into Common Shares of the Company on the terms and subject to the limitations
referred to on the reverse hereof and as more fully specified in the Indenture.
Such further provisions shall for all purposes have the same effect as though
fully set forth at this place.

     This Note shall be deemed to be a contract made under the laws of the State
of New York, and for all purposes shall be construed in accordance with and
governed by the laws of the State of New York, without regard to principles of
conflicts of laws.

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

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

                                           ASM INTERNATIONAL N.V.


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


Attest:
        ------------------
        Name:
        Title:
        Dated:

                                       A-5

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-named Indenture.

Citibank, N.A., as Trustee


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

                                       A-6

<PAGE>

                                 REVERSE OF NOTE

                             ASM INTERNATIONAL N.V.

                  5.25% CONVERTIBLE SUBORDINATED NOTES DUE 2006

     This Note is one of a duly authorized issue of Notes of the Company,
designated as its 5.25% Convertible Subordinated Notes due 2010 (herein called
the "Notes"), limited in aggregate principal amount of $90,000,000, all issued
or to be issued under and pursuant to an Indenture dated as of May 6, 2003
(herein called the "Indenture"), between the Company and Citibank, N.A., as
trustee (herein called the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Notes.

     In case an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal of, premium, if any, and accrued
interest (including Liquidated Damages, if any) on all Notes may be declared by
either the Trustee or the holders of not less than 25% in aggregate principal
amount of the Notes then outstanding, and upon said declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of a majority in aggregate principal amount of
the Notes at the time outstanding, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the holders of the Notes; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Note, or (ii) reduce the
rate or extend the time of payment of interest thereon, or (iii) reduce the
principal amount thereof or premium, if any, thereon, or (iv) reduce any amount
payable on redemption thereof, or (v) impair the right of any Noteholder to
institute suit for the payment thereof, or (vi) make the principal thereof or
interest or premium, if any, thereon payable in any coin or currency other than
that provided in the Notes, or (vii) modify the provisions of the Indenture with
respect to the subordination of the Notes in a manner adverse to the Noteholders
in any material respect, or (viii) change the obligation of the Company to
redeem any Note upon the happening of a Fundamental Change in a manner adverse
to the holder of Notes, or (ix) impair the right to convert the Notes pursuant
to the terms set forth in the Indenture, including Section 15.06 thereof, or (x)
reduce the number of Common Shares or the amount of any other property
receivable upon conversion, or change any obligation of the Company to maintain
an office or agency in the places and for the purposed specified in the
Indenture, or (xi) reduce the quorum or voting requirements under the Indenture,
or, (xii) except as

                                       A-7

<PAGE>

otherwise provided in Article 11 of the Indenture, modify certain of the
provisions of the Indenture relating to modification or waiver of provisions of
the Indenture, or (xiii) reduce the aforesaid percentage of Notes, the holders
of which are required to consent to any such supplemental indenture in each
case, without the consent of the holder of each Note so affected. Subject to the
provisions of the Indenture, the holders of a majority in aggregate principal
amount of the Notes at the time outstanding may on behalf of the holders of all
of the Notes waive any past default or Event of Default under the Indenture and
its consequences except (i) a default in the payment of interest (including
Liquidated Damages, as defined in the Indenture, if any) or any premium on, or
the principal of, any of the Notes, (ii) or a failure by the Company to convert
any Notes pursuant to Article 15 of the Indenture, or (iii) a default in the
payment of the redemption price or (iv) a default in respect of a covenant or
provisions of the Indenture which under Article 11 of the Indenture cannot be
modified without the consent of the holders of each or all Notes then
outstanding or affected thereby. Any such consent or waiver by the holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders and owners of this Note and
any Notes which may be issued in exchange or substitution hereof, irrespective
of whether or not any notation thereof is made upon this Note or such other
Notes.

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

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

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

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

                                       A-8

<PAGE>

any registration or exchange of Notes, Notes may be exchanged for a like
aggregate principal amount of Notes of any other authorized denominations.

     At any time on or after May 20, 2006, and prior to maturity, the Notes may
be redeemed at the option of the Company, in whole or in part, upon notice as
set forth in Section 3.02 of the Indenture, at a redemption price equal to
$1,000 per $1,000 aggregate principal amount of Notes to be redeemed plus
accrued and unpaid interest, if any (including Liquidated Damages, if any) to
the date of redemption if the Closing Price of the Common Shares shall have
exceeded 150% of the effective conversion price based upon the Conversion Rate
then in effect for at least 20 Trading Days in any consecutive 30-Trading Day
period ending on the date that notice of redemption is given pursuant to Section
3.02 of the Indenture or two (2) Business Days prior to the date such notice is
given.

     The Company may not give notice of any redemption of the Notes if a default
in the payment of interest or premium, if any, on the Notes has occurred and is
continuing.

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

     If a Fundamental Change occurs at any time prior to maturity of the Notes,
the Notes will be redeemable on a date that is not less than 20 nor more than 35
Business Days after notice thereof (the "Fundamental Change Redemption Date") at
the option of the holder of the Notes at a redemption price equal to 100% of the
principal amount thereof, together with accrued interest to (but excluding) the
date of redemption; provided, however, that, if such Fundamental Change
Redemption Date is a date after an interest record date and on or prior to an
interest payment date, then the interest payable on such interest payment date
shall be paid to the holders of record of the Notes on the applicable interest
record date instead of the holders surrendering the Notes for redemption on such
date. The Notes will be redeemable in multiples of $1,000 principal amount. The
Company shall mail to all holders of record of the Notes a notice of the
occurrence of a Fundamental Change and of the redemption right arising as a
result thereof on or before the 10th day after the occurrence of such
Fundamental Change. For a Note to be so redeemed at the option of the holder,
the Company must receive at the office or agency of the Company maintained for
that purpose in accordance with the terms of the Indenture, the form entitled
"Option to Elect Repayment Upon a Fundamental Change" on the reverse thereof
duly completed, on or before the 30th day after the date of such notice of a
Fundamental Change (or if such 30th day is not a Business Day, the immediately
succeeding Business Day).

     Subject to the provisions of the Indenture, the holder hereof has the
right, at its option, at any time prior to the close of business on the final
maturity date of the Notes, or, as to all or any portion hereof called for
redemption, prior to the

                                       A-9

<PAGE>

close of business on the Business Day immediately preceding the date fixed for
redemption (unless the Company shall default in payment due upon redemption
thereof), to convert the principal hereof or any portion of such principal which
is $1,000 or an integral multiple thereof into that number of shares of the
Company's Common Shares (as such shares shall be constituted at the date of
conversion) at the Conversion Rate of 52.0237 Common Shares per $1,000 principal
amount of the Notes, as may adjusted from time to time as provided in the
Indenture, upon submission of a conversion notice as provided in the Indenture
(the form entitled "Conversion Notice" on the reverse hereof), to the Company at
the office or agency of the Company maintained for that purpose in accordance
with the terms of the Indenture, or at the option of such holder, the Corporate
Trust Office, and, unless the shares issuable on conversion are to be issued in
the same name as this Note, accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the holder or by his duly
authorized attorney. No adjustment in respect of interest on any Note converted
or dividends on any shares issued upon conversion of such Note will be made upon
any conversion except as set forth in the next sentence. If this Note (or
portion hereof) is surrendered for conversion during the period from the close
of business on any interest record date to the close of business on the Business
Day preceding the following interest payment date, this Note (or portion hereof
being converted) must be accompanied by an amount, in London Clearing House
funds or other funds acceptable to the Company, equal to the interest payable on
such interest payment date on the principal amount being converted; provided,
however, that no such payment shall be required if (i) this Note (or a portion
hereof) has been called for redemption on a redemption date that occurs during
such period, (ii) this Note (or a portion hereof) is to be redeemed in
connection with a Fundamental Change on a Fundamental Change Redemption Date
that occurs during such period, or (iii) there shall exist at the time of
conversion a default in the payment of interest on the Notes. No fractional
shares will be issued upon any conversion, but payment in cash will be made, as
provided in the Indenture, in respect of any fraction of a share which would
otherwise be issuable upon the surrender of any Note or Notes for conversion. A
Note in respect of which a holder is exercising its right to require redemption
upon a Fundamental Change may be converted only if such holder withdraws its
election to exercise such right in accordance with the terms of the Indenture.
Any Notes called for redemption, unless surrendered for conversion by the
holders thereof on or before the close of business on the Business Day preceding
the date fixed for redemption, may be deemed to be purchased from the holders of
such Notes for an amount equal to the applicable redemption price, together with
accrued but unpaid interest (including Liquidated Damages, if any) to (but
excluding) the date fixed for redemption, by one or more investment banks or
other purchasers who may agree with the Company (i) to purchase such Notes from
the holders thereof and convert them into shares of the Company's Common Shares
and (ii) to make payment for such Notes as aforesaid to the Trustee in trust for
the holders.

                                      A-10

<PAGE>

     Upon due presentment for registration of transfer of this Note at the
office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, a new Note or Notes of authorized denominations for
an equal aggregate principal amount will be issued to the transferee in exchange
thereof; subject to the limitations provided in the Indenture, without charge
except for any tax, assessment or other governmental charge imposed in
connection therewith.

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

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

     This Note shall be deemed to be a contract made under the laws of New York,
and for all purposes shall be construed in accordance with the laws of New York,
without regard to principles of conflicts of laws.

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

                                      A-11

<PAGE>

                                  ABBREVIATIONS

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

          TEN COM = tenants in common

          UNIF GIFT MIN ACT = Uniform Gift to Minors Act

          TEN ENJ = tenants by the entireties

          CUST = custodian

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

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

                                      A-12

<PAGE>

                                CONVERSION NOTICE

TO:  ASM INTERNATIONAL N.V.
     Jan van Eycklaan 10
     3723 BC Bilthoven
     The Netherlands
     Attention: Robert L. de Bakker

     The undersigned registered owner of this Note hereby irrevocably exercises
the option to convert this Note, or the portion thereof (which is $1,000 or an
integral multiple thereof) below designated, into Common Shares of ASM
International N.V., in the form of:

     [ ] Dutch Bearer Shares

     [ ] New York Shares       [Select One]

in accordance with the terms of the Indenture referred to in this Note, and
directs that the shares issuable and deliverable upon such conversion, together
with any check in payment for fractional shares and any Notes representing any
unconverted principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below. If shares or any
portion of this Note not converted are to be issued in the name of a person
other than the undersigned, the undersigned will provide the appropriate
information below and pay all transfer taxes payable with respect thereto. Any
amount required to be paid by the undersigned on account of interest accompanies
this Note.

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

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

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

Signature(s)

     Signature(s) must be guaranteed by an "eligible guarantor institution"
     meeting the requirements of the Note Registrar, which requirements include
     membership or participation in the Security Transfer Agent Medallion
     Program ("STAMP") or such other "signature guarantee program" as may be
     determined by the Note Registrar in addition to, or in substitution for,
     STAMP, all in accordance with the Securities Exchange Act of 1934, as
     amended.


     ----------------------------
     Signature Guarantee

                                      A-13

<PAGE>

     Fill in the registration of Common Shares if to be issued, and Notes if to
be delivered, other than to and in the name of the registered holder:


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

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

---------------------------------
(City, State and Zip Code)

---------------------------------
Please print name and address

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

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

Social Security or Other Taxpayer
Identification Number:

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

                                      A-14

<PAGE>

                            OPTION TO ELECT REPAYMENT

                            UPON A FUNDAMENTAL CHANGE

TO:  ASM INTERNATIONAL N.V.
     Jan van Eycklaan 10
     3723 BC Bilthoven
     The Netherlands

     The undersigned registered owner of this Note hereby acknowledges receipt
of a notice from ASM International N.V. (the "Company") as to the occurrence of
a Fundamental Change with respect to the Company and requests and instructs the
Company to redeem the entire principal amount of this Note, or the portion
thereof (which is $1,000 or an integral multiple thereof) below designated, in
accordance with the terms of the Indenture referred to in this Note at the price
of 100% of such entire principal amount or portion thereof, together with
accrued interest to, but excluding, such redemption date, to the registered
holder hereof.

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

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

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

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

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

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

                               -----------------------------------
                               Social Security or Other Taxpayer
                               Identification Number

                                      A-15

<PAGE>

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

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

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

                               Signature(s) must be guaranteed by an
                               "eligible guarantor institution" meeting the
                               requirements of the Note Registrar, which
                               requirements include membership or
                               participation in the Security Transfer Agent
                               Medallion Program ("STAMP") or such other
                               "signature guarantee program" as may be
                               determined by the Note Registrar in addition
                               to, or in substitution for, STAMP, all in
                               accordance with the Securities Exchange Act
                               of 1934, as amended.


                               -----------------------------------
                               Signature Guarantee

NOTICE: The signature of the conversion notice, the option to elect repayment
upon a Fundamental Change or the assignment must correspond with the name as
written upon the face of the Note in every particular without alteration or
enlargement or any change whatever.

                                      A-16

<PAGE>

                                   Schedule I
                 [Include as Schedule I only for a Global Note]

                             ASM INTERNATIONAL N.V.
                  5.25% Convertible Subordinated Note Due 2010

No. 001

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                          Notation Explaining Principal   Authorized Signature
Date   Principal Amount          Amount Recorded               of Trustee
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                                      A-17

<PAGE>

                                                                       EXHIBIT C

                               FORM OF CERTIFICATE

               FOR EXCHANGE OR TRANSFER OF RESTRICTED GLOBAL NOTE

       (exchanges or transfers pursuant to Section 2.05 of the Indenture)

Citibank, N.A.

      Re: US$90,000,000 5.25% Convertible Subordinated Notes due 2010 (the
                                    "Notes")

     Reference is hereby made to the Indenture, dated as of 6, 2003 (the
"Indenture"), among ASM International N.V. and Citibank, N.A. as Trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

This letter relates to U.S.$90,000,000 principal amount of Notes which are held
as a beneficial interest in the Restricted Global Note (CUSIP No. 00207DAD4)
with DTC in the name of [name of transferor] (the "Transferor"). The Transferor
has requested an exchange or transfer of such beneficial interest for an
interest in the Regulation S Global Note (CUSIP No. N07045AB8) to be held
through [Euroclear Bank S.A./N.V/Clearstream Luxembourg, societe anonyme] (ISIN
Code US00207DAD49 ) (Common Code 016808067.).

     In connection with such request and in respect of such Notes, the
Transferor does hereby certify that such exchange or transfer has been effected
in accordance with the transfer restrictions set forth in the Notes and (i)
that, with respect to exchanges or transfer made in reliance on Regulation S
under the Securities Act:

               (1)  the offer of the Notes was not made to a person in the
                    United States;

               (2)  (A) at the time the buy order was originated, the transferee
                    was outside the United States or the Transferor and any
                    person acting on its behalf reasonably believed that the
                    transferee was outside the United States, or

                    (B) the transaction was executed in, on or through the
                    facilities of a designated offshore securities market and
                    neither the Transferor nor any person acting on our behalf

                                       C-1

<PAGE>

                    knows that the transaction was prearranged with a buyer in
                    the United States;

               (3)  no directed selling efforts have been made in contravention
                    of the requirements of Rule 904 of Regulation S under the
                    Securities Act, as applicable; and

               (4)  the transaction is not part of a plan or scheme to evade the
                    registration requirements of the Securities Act.

     or (ii) that, with respect to exchanges or transfers made in reliance on
Rule 144 under the Securities Act, the transaction is permitted under the
Securities Act.

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

                                             [Insert Name of Transferor]


                                             By:_______________________________

                                             Name:

                                             Title:

Dated: ___________, ____

cc:

                                       C-2

<PAGE>

                                                                       EXHIBIT D

                               FORM OF CERTIFICATE
                    FOR EXCHANGE OF REGULATION S GLOBAL NOTE

              (exchanges pursuant to Section 2.05 of the Indenture)

Citibank, N.A.

      Re: US$90,000,000 5.25% Convertible Subordinated Notes due 2010 (the
                                    "Notes")

     Reference is hereby made to the Indenture, dated as of 6, 2001 (the
"Indenture"), among ASM International N.V. and Citibank, N.A. as Trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

     This letter relates to U.S.$90,000,000 principal amount of Notes which are
held as a beneficial interest in the Regulation S Global Note through [Euroclear
Bank S.A./N.V/Clearstream Luxembourg, societe anonyme] in the name of [holder]
(the "Holder"). The Holder has requested an exchange of such beneficial interest
for an interest in the Restricted Global Note (CUSIP No. 00207DAD4) to be held
through DTC.

     In connection with such request, Holder does hereby certify that it is a
"qualified institutional buyer" within the meaning of Rule 144A, and it is
acquiring such interest in the Restricted Global Note in a transaction meeting
the requirements of Rule 144A and in accordance with applicable securities laws
of any state or other jurisdiction of the United States.

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

                                             [Insert name of holder]


                                             By:_______________________________

                                             Name:

                                             Title:

     Dated: ______________, ____

     cc:

                                       D-1

<PAGE>

                                                                       EXHIBIT E

                               FORM OF CERTIFICATE
                    FOR TRANSFER OF REGULATION S GLOBAL NOTE

              (transfers pursuant to Section 2.05 of the Indenture)

Citibank, N.A.

      Re: US$90,000,000 5.25% Convertible Subordinated Notes due 2010 (the
                                    "Notes")

     Reference is hereby made to the Indenture, dated as of 6, 2001 (the
"Indenture"), among ASM International N.V. and Citibank, N.A. as Trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

     This letter relates to U.S.$90,000,000 principal amount of Notes which are
held as a beneficial interest in the Regulation S Global Note through [Euroclear
Bank S.A./N.V/Clearstream Luxembourg, societe anonyme] in the name of
[transferor] (the "Transferor"). The Transferor wishes to transfer to
[transferee] (the "Transferee") such beneficial interest in the form of an
interest in the Restricted Note (CUSIP No. N07045AB8) to be held through DTC.

     In connection with such request, the Transferee does hereby certify that it
is acquiring such beneficial interest for its own account or for an account or
accounts with respect to which it exercises sole investment discretion and that
it and, if applicable, each such account is a "qualified institutional buyer"
within the meaning of Rule 144A, and it is acquiring such Notes in a transaction
meeting the requirements of Rule 144A and in accordance with applicable
securities laws of any state or other jurisdiction of the United States.

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

                                             [Insert name of Transferee]


                                             By:_______________________________

                                             Name:

                                             Title:

     Dated: ______________, ____

     cc: