<PAGE>

                                                                     EXHIBIT 4.2

================================================================================

                                    INDENTURE

                            Dated as of June 9, 2003

                                     between

                          GETTY IMAGES, INC., as Issuer

                                       and

                        THE BANK OF NEW YORK, as Trustee

                                   ----------

                                0.5% Convertible
                        Subordinated Debentures due 2023

================================================================================

<PAGE>

                               GETTY IMAGES, INC.
                              CROSS REFERENCE SHEET

THIS CROSS REFERENCE SHEET SHOWS THE LOCATION IN THE INDENTURE OF THE PROVISIONS
INSERTED PURSUANT TO SECTION 310-318(a), INCLUSIVE, OF THE TIA.

Trust Indenture                                               Indenture
  Act Section                                                  Section
----------------                                              ---------
(S) 310(a)(1)..............................................    6.10
       (a)(2)..............................................    6.10
       (a)(3)..............................................    N.A.
       (a)(4)..............................................    N.A.
       (a)(5)..............................................    6.08, 6.10
       (b).................................................    6.08; 6.10; 17.02
       (c).................................................    N.A.
(S) 311(a).................................................    6.11
       (b).................................................    6.11
       (c).................................................    N.A.
(S) 312(a).................................................    2.05
       (b).................................................    17.03
       (c).................................................    17.03
(S) 313(a).................................................    6.06
       (b)(1)..............................................    N.A.
       (b)(2)..............................................    6.06
       (c).................................................    6.06; 17.02
       (d).................................................    6.06
(S) 314(a).................................................    17.02
       (b).................................................    N.A.
       (c)(1)..............................................    17.04
       (c)(2)..............................................    17.04
       (c)(3)..............................................    N.A.
       (d).................................................    N.A.
       (e).................................................    17.05
       (f).................................................    N.A.
(S) 315(a).................................................    6.01(b)
       (b).................................................    6.05; 17.02
       (c).................................................    6.01(a)
       (d).................................................    6.01(c)
       (e).................................................    4.11
(S) 316(a)(last sentence)..................................    2.09
       (a)(1)(A)...........................................    4.05
       (a)(1)(B)...........................................    4.04
       (a)(2)..............................................    N.A.
       (b).................................................    4.07
       (c).................................................    9.04
(S) 317(a)(1)..............................................    4.08
       (a)(2)..............................................    4.09
       (b).................................................    2.04
(S) 318(a).................................................    17.01

----------
N.A. means Not Applicable.
NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE 1
             Definitions And Other Provisions Of General Application

Section 1.01.  Certain Terms Defined...........................................1
Section 1.02.  Forms of Documents Delivered to Trustee........................13
Section 1.03.  Acts of Holders................................................14
Section 1.04.  Effect of Headings and Table of Contents.......................15
Section 1.05.  Benefits of Indenture..........................................15

                                    ARTICLE 2
                                 The Securities

Section 2.01.  Form and Dating................................................15
Section 2.02.  Execution and Authentication...................................16
Section 2.03.  Registrar, Paying Agent, Conversion Agent......................16
Section 2.04.  Paying Agent to Hold Assets in Trust...........................17
Section 2.05.  Holder Lists...................................................17
Section 2.06.  Transfer and Exchange..........................................18
Section 2.07.  Replacement Securities.........................................19
Section 2.08.  Outstanding Securities; Determinations of Holders' Actions.....20
Section 2.09.  Temporary Securities...........................................21
Section 2.10.  Cancellation...................................................21
Section 2.11.  Persons Deemed Owners..........................................22
Section 2.12.  Global Securities..............................................22
Section 2.13.  Legends........................................................23
Section 2.14.  Payment of Interest; Interest Rights Preserved.................24
Section 2.15.  CUSIP Numbers..................................................26
Section 2.16.  Calculation of Tax Original Issue Discount.....................26

                                    ARTICLE 3
                           Satisfaction And Discharge

Section 3.01.  Discharge of Liability on Securities...........................27
Section 3.02.  Repayment of Moneys Held by Trustee............................27

                                    ARTICLE 4
                              Default And Remedies

Section 4.01.  Events of Default..............................................28
Section 4.02.  Acceleration...................................................29
Section 4.03.  Other Remedies.................................................30
Section 4.04.  Waiver of Past Default.........................................30
Section 4.05.  Control by Majority............................................31

                                        i

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Section 4.06.  Limitation on Suits............................................31
Section 4.07.  Rights of Holders to Receive Payment...........................32
Section 4.08.  Collection Suit by Trustee.....................................32
Section 4.09.  Trustee May File Proofs of Claim...............................32
Section 4.10.  Priorities.....................................................33
Section 4.11.  Undertaking for Costs..........................................33

                                    ARTICLE 5
                                  Subordination

Section 5.01.  Agreement to Subordinate.......................................33
Section 5.02.  Liquidation, Dissolution, Bankruptcy...........................34
Section 5.03.  Default on Senior Indebtedness.................................34
Section 5.04.  Acceleration of Payment of Securities..........................35
Section 5.05.  When Distribution Must be Paid Over............................36
Section 5.06.  Subrogation....................................................36
Section 5.07.  Relative Rights................................................36
Section 5.08.  Subordination May Not be Impaired by Issuer....................36
Section 5.09.  Rights of Trustee and Paying Agent.............................36
Section 5.10.  Distribution or Notice to Representative.......................37
Section 5.11.  Article Five Not to Prevent Events of Default or Limit Right
                  to Accelerate...............................................37
Section 5.12.  Trustee Entitled to Rely.......................................37
Section 5.13.  Trustee to Effectuate Subordination............................38
Section 5.14.  Trustee Not Fiduciary for Holders of Senior Indebtedness.......38
Section 5.15.  Reliance by Holders of Senior Indebtedness on Subordination
                  Provisions..................................................38

                                    ARTICLE 6
                                   The Trustee

Section 6.01.  Duties of Trustee..............................................38
Section 6.02.  Rights of Trustee..............................................39
Section 6.03.  Individual Rights of Trustee...................................41
Section 6.04.  Trustee's Disclaimer...........................................41
Section 6.05.  Notice of Defaults.............................................41
Section 6.06.  Compensation and Indemnity.....................................41
Section 6.07.  Replacement of Trustee.........................................42
Section 6.08.  Successor Trustee by Merger, Etc...............................43
Section 6.09.  Eligibility; Disqualification..................................44
Section 6.10.  Preferential Collection of Claims Against the Issuer...........44

                                    ARTICLE 7
                Holders' Lists and Reports by Trustee and Issuer

Section 7.01.  Issuer to Furnish Trustee Information as to Names and
                  Addresses of Holders........................................44

                                       ii

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Section 7.02.  Preservation of Information; Communications to Holders.........44
Section 7.03.  Reports by Trustee.............................................45
Section 7.04.  Reports by Issuer..............................................45

                                    ARTICLE 8
                    Consolidation, Merger, Sale or Conveyance

Section 8.01.  Consolidations and Mergers of Issuer Permitted Subject to
                  Certain Conditions..........................................45
Section 8.02.  Rights and Duties of Successor Entity..........................46

                                    ARTICLE 9
                       Amendments, Supplements And Waivers

Section 9.01.  Without Consent of Holders.....................................46
Section 9.02.  With Consent of Holders........................................47
Section 9.03.  Compliance with Trust Indenture Act............................48
Section 9.04.  Record Date for Consents and Effect of Consents................48
Section 9.05.  Notation on or Exchange of Securities..........................48
Section 9.06.  Trustee to Sign Amendments, Etc................................48

                                   ARTICLE 10
                             Covenants of the Issuer

Section 10.01. Payment of Principal, Premium and Interest.....................49
Section 10.02. Maintenance of Office or Agency................................49
Section 10.03. Money for Securities Payments to be Held in Trust..............50
Section 10.04. Compliance Certificate.........................................51
Section 10.05. Calculation of Original Issue Discount.........................51
Section 10.06. Further Instruments and Acts...................................51
Section 10.07. Statement by Officers as to Default............................51

                                   ARTICLE 11
                            Redemption of Securities

Section 11.01. Right to Redeem; Notices to Trustee............................51
Section 11.02. Selection of Securities to Be Redeemed.........................52
Section 11.03. Notice of Redemption...........................................52
Section 11.04. Effect of Notice of Redemption.................................53
Section 11.05. Deposit of Redemption Price....................................53
Section 11.06. Securities Redeemed in Part....................................54
Section 11.07. Conversion Arrangement on Call for Redemption..................54

                                   ARTICLE 12
                                   Conversion

Section 12.01. Conversion Rights..............................................55

                                       iii

<PAGE>

Section 12.02. Conversion Rights Based on Common Stock Price..................55
Section 12.03. Conversion Rights Upon Credit Rating Events....................55
Section 12.04. Conversion Rights Upon Notice of Redemption....................56
Section 12.05. Conversion Rights Upon Occurrence of Certain Corporate
                  Transactions................................................56
Section 12.06. Conversion Upon Satisfaction of Trading Price Condition........57
Section 12.07. Conversion Procedures..........................................57
Section 12.08. Fractional Shares..............................................59
Section 12.09. Taxes on Conversion............................................59
Section 12.10. Reservation of Shares, Shares to Be Fully Paid; Compliance
                  with Governmental Requirements; Listing of Common Stock.....59
Section 12.11. Adjustment of Conversion Rate..................................60
Section 12.12. Other Adjustments..............................................71
Section 12.13. Notice of Certain Transactions.................................71
Section 12.14. Effect of Reclassification, Consolidation, Merger or Sale
                  on Conversion Privilege.....................................72
Section 12.15. Trustee's Disclaimer...........................................73
Section 12.16. Rights Issued in Respect of Common Stock Issued Upon
                  Conversion..................................................73
Section 12.17. Issuer Determination Final.....................................74

                                   ARTICLE 13
                          Purchase At Option Of Holders

Section 13.01. Right to Require Purchase......................................74
Section 13.02. Purchase Procedures............................................74
Section 13.03. Effect of Purchase Notice......................................75
Section 13.04. Deposit of Purchase Price......................................76
Section 13.05. Securities Purchased in Part...................................77
Section 13.06. Repayment to the Issuer........................................77

                                   ARTICLE 14
             Purchase at Option of Holder Upon a Fundamental Change

Section 14.01. Right to Require Purchase......................................77
Section 14.02. Effect of Fundamental Change Purchase Notice...................80
Section 14.03. Deposit of Fundamental Change Purchase Price...................81
Section 14.04. Securities Purchased in Part...................................82
Section 14.05. Repayment to the Issuer........................................82

                                  ARTICLE 15
                              Contingent Interest

Section 15.01. Contingent Interest............................................82
Section 15.02. Payment of Contingent Interest.................................83
Section 15.03. Notice of Contingent Interest..................................83

                                       iv

<PAGE>

                                   ARTICLE 16
   Immunity of Incorporators, Stockholders, Officers, Directors and Employees

Section 16.01. Exemption From Individual Liability............................83

                                   ARTICLE 17
                            Miscellaneous Provisions

Section 17.01. Trust Indenture Act Controls...................................84
Section 17.02. Notices........................................................84
Section 17.03. Communications by Holders with Other Holders...................85
Section 17.04. Certificate and Opinion as to Conditions Precedent.............85
Section 17.05. Statements Required in Certificate.............................86
Section 17.06. Rules by Trustee, Paying Agent, Conversion Agent Registrar.....86
Section 17.07. GOVERNING LAW..................................................86
Section 17.08. No Recourse Against Others.....................................86
Section 17.09. Successors.....................................................86
Section 17.10. Counterpart Originals..........................................86
Section 17.11. Severability...................................................86
Section 17.12. No Adverse Interpretation of Other Agreements..................87
Section 17.13. Legal Holidays.................................................87

EXHIBIT A -- Form of Global Security

                                        v

<PAGE>

     INDENTURE, dated as of the 9th day of June, 2003, between GETTY IMAGES,
INC., a Delaware corporation (the "Issuer") and THE BANK OF NEW YORK, a New York
banking corporation (the "Trustee").

     WHEREAS, for its lawful corporate purposes, the Issuer deems it necessary
to issue its securities and has duly authorized the execution and delivery of
this Indenture to provide for the issuance of its 0.5% Convertible Subordinated
Debentures due 2023 (the "Securities").

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE 1
             Definitions And Other Provisions Of General Application

     Section 1.01. Certain Terms Defined.

     (a)  Definitions.

     "Acceleration Notice" has the meaning set forth in Section 4.02.

     "Affiliate" of any specified Person means any other Person which, directly
or indirectly, through one or more intermediaries, controls, or is controlled
by, or is under common control with, such Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

     "Agent" means any Registrar, Paying Agent or co-Registrar.

     "Agent Members" has the meaning set forth in Section 2.12(f).

     "Applicable Stock Price" means, in respect of a Conversion Date, the
average of the Closing Sale Prices per share of Common Stock over the
five-Trading Day period starting the third Trading Day following such Conversion
Date.

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

<PAGE>

     "Base Conversion Price" means the dollar amount derived by dividing the
Principal Amount by the Base Conversion Rate.

     "Base Conversion Rate" means 16.3720 shares of Common Stock, subject to
adjustment as set forth in Section 12.11 per $1,000 Principal Amount of
Securities.

     "Blockage Notice" has the meaning set forth in Section 5.03.

     "Board of Directors" means either the board of directors of the Issuer or
any duly authorized committee of such board.

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

     "Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in The City of New York are authorized or required by
law, regulation or executive order to close.

     "Capital Stock" means (i) with respect to any Person that is a corporation,
any and all shares, interests, participations or other equivalents (however
designated) of capital stock of such Person and (ii) with respect to any Person
that is not a corporation, any and all partnership or other equity interests of
such Person.

     "Capitalized Lease Obligation" means, as to any Person, the obligation of
such Person to pay rent or other amounts under a lease to which such Person is a
party that is required to be classified and accounted for as a capital lease
obligation under GAAP, and for purposes of this definition, the amount of such
obligation at any date shall be the capitalized amount of such obligation at
such date, determined in accordance with GAAP.

     "Cash Equivalents" means (i) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition thereof; (ii)
marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either S&P or Moody's; (iii) commercial paper maturing no more
than one year from the date of creation thereof and, at the time of acquisition,
having a rating of at least A-1 from S&P or at least P-1 from Moody's; (iv)
certificates of deposit or bankers' acceptances maturing within one year from
the date of acquisition thereof issued by any commercial bank organized under
the laws of the United

                                       2

<PAGE>

States of America or any state thereof or the District of Columbia or any U.S.
branch of a foreign bank having at the date of acquisition thereof combined
capital and surplus of not less than $200,000,000; (v) repurchase obligations
with a term of not more than seven days for underlying securities of the types
described in clause (i) above entered into with any bank meeting the
qualifications specified in clause (iv) above; and (vi) investments in money
market funds that invest substantially all their assets in securities of the
types described in clauses (i) through (v) above.

     "Change of Control" means the occurrence of one or more of the following
events: (i) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the assets of the
Issuer to any Person or group of related Persons for purposes of Section 13(d)
of the Exchange Act (a "Group") (whether or not otherwise in compliance with the
provisions of this Indenture); or (ii) a majority of the board of directors of
the Issuer shall consist of Persons who are not Continuing Directors; or (iii)
the acquisition by any Person or Group of the power, directly or indirectly, to
vote or direct the voting of securities having more than 50% of the ordinary
voting power for the election of directors of the Issuer.

     "Closing Sale Price" of the shares of Common Stock 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 on the principal United States securities exchange on
which shares of Common Stock are traded or, if the shares of Common Stock are
not listed on a United States national or regional securities exchange, as
reported by NASDAQ or by the National Quotation Bureau Incorporated. In the
absence of such quotations, the Issuer 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.

     "Commodity Agreement" means any commodity futures contract, commodity
option or other similar agreement or arrangement.

     "Common Stock" shall mean the Getty Common Stock, $0.01 par value, as it
exists on the date of this Indenture or any other capital stock of the Issuer
into which such Getty Common Stock shall be reclassified or changed.

     "Contingent Interest" means such cash interest payable as described in
Article 15.

     "Continuing Director" means, as of the date of determination, any Person
who (i) was a member of the Board of Directors of the Issuer as of the date of
this Indenture or, (ii) was nominated for election or elected to the Board

                                       3

<PAGE>

of Directors of the Issuer with the affirmative vote of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination or election.

     "Conversion Agent" has the meaning set forth in Section 2.03.

     "Conversion Notice" has the meaning set forth in Section 12.07.

     "Conversion Rate" with respect to any Conversion Date prior to June 9, 2008
means:

          (i) if the Applicable Stock Price is less than or equal to the Base
     Conversion Price, the Base Conversion Rate; or

          (ii) if the Applicable Stock Price is greater than the Base Conversion
     Price, the number of shares of Common Stock determined in accordance with
     the following formula:

<TABLE>
<S>                    <C>                                                  <C>
Base Conversion Rate + [ (Applicable Stock Price - Base Conversion Price) x Incremental Share Factor ]
                         ------------------------------------------------
                                      Applicable Stock Price
</TABLE>

Notwithstanding the foregoing, in no event will the Conversion Rate exceed the
Maximum Conversion Rate. From and after June 9, 2008, the Conversion Rate shall
be fixed at the Conversion Rate determined as set forth above assuming a
Conversion Date that is eight Trading Days prior to June 9, 2008 (the "Fixed
Conversion Rate"), subject to adjustment as set forth in Article 12.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any time its corporate trust business shall be administered, which office at
the date hereof is located at 101 Barclay Street, 8W, New York, NY 10286,
Attention: Corporate Trust Administration, or such other address as the Trustee
may designate from time to time by notice to the Holders and the Issuer, or the
principal corporate trust office of any successor Trustee (or such other address
as a successor Trustee may designate from time to time by notice to the Holders
and the Issuer).

     "Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement.

     "Custodian" means any receiver, trustee, assignee, liquidator, sequestrator
or similar official under any Bankruptcy Law.

     "Default" means an event or condition the occurrence of which is, or with
the lapse of time or the giving of notice or both would be, an Event of Default.

     "Defaulted Interest" has the meaning specified in Section 2.14.

                                       4

<PAGE>

     "Depositary" means, with respect to the Securities issued in the form of
one or more Global Securities, The Depository Trust Company or another Person
designated as Depositary by the Issuer, which must be a clearing agency
registered under the Exchange Act.

     "Depositary Custodian" means any Person appointed by the Trustee to act as
custodian of Global Securities for the Depositary.

     "Designated Senior Indebtedness" means (i) any Senior Indebtedness under
the Senior Credit Facilities and (ii) any other Senior Indebtedness of the
Issuer which, at the date of determination, has an aggregate principal amount
outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $20,000,000 and is specifically
designated by the Issuer in the instrument evidencing or governing such Senior
Indebtedness as "Designated Senior Indebtedness" for purposes of this Indenture.

     "Disqualified Capital Stock" means any Capital Stock that, by its terms (or
by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures (excluding any
maturity as the result of an optional redemption by the issuer thereof) or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the sole option of the holder thereof (except, in each case,
upon the occurrence of a Change of Control), in whole or in part, on or prior to
the Stated Maturity Date of the Securities; provided that only the portion of
Capital Stock which so matures or is mandatorily redeemable or is so redeemable
at the sole option of the holder thereof prior to June 9, 2023 shall be deemed
Disqualified Capital Stock.

     "Effective Conversion Price" means, as of any date of determination, a
dollar amount derived by dividing the Principal Amount by the Conversion Rate
then in effect (assuming a Conversion Date eight Trading Days prior to the date
of determination); provided that from and after June 9, 2008 (or if such day is
not a Business Day, the immediately succeeding Business Day), the Effective
Conversion Price shall be the Principal Amount as of such date of determination
divided by the Fixed Conversion Rate.

     "Event of Default" has the meaning provided in Section 4.01.

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

     "Fixed Conversion Rate" has the meaning set forth in the definition of
Conversion Rate.

                                       5

<PAGE>

     "GAAP" means generally accepted accounting principles in the United States
of America as in effect as of the date of this Indenture, including those set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or the Commission or
in such other statements by such other entity as approved by a significant
segment of the accounting profession. All ratios and computations based on GAAP
contained in this Indenture shall be computed in conformity with GAAP.

     "Global Security" or "Global Securities" means Securities that are in the
form of the Securities attached hereto as Exhibit A.

     "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof), of all or any part of any Indebtedness, and when used as a verb has a
correlative meaning.

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

     "Holding Company" means a company as to which the Issuer is, directly or
indirectly, a Subsidiary.

     "Incremental Share Factor" means 16.3720 shares of Common Stock, subject to
adjustment as set forth in Article 12.

     "Indebtedness" means with respect to any Person, without duplication, any
liability of such Person (i) for borrowed money, (ii) evidenced by bonds,
debentures, notes or other similar instruments, (iii) constituting Capitalized
Lease Obligations, (iv) incurred or assumed as the deferred purchase price of
property, or pursuant to conditional sale obligations and title retention
agreements (but excluding trade accounts payable arising in the ordinary course
of business), (v) for the reimbursement of any obligor on any letter of credit,
banker's acceptance or similar credit transaction, (vi) for Indebtedness of
others Guaranteed by such Person, (vii) for Interest Swap Agreements, Commodity
Agreements and Currency Agreements and (viii) for Indebtedness of any other
Person of the type referred to in clauses (i) through (vii) which is secured by
any Lien on any property or asset of such first referred to Person, the amount
of such Indebtedness being deemed to be the lesser of the value of such property
or asset or the amount of the Indebtedness so secured. The amount of
Indebtedness of any Person at any date shall be (i) the outstanding principal
amount of all unconditional obligations described above, as such amount would be
reflected on a balance sheet prepared in accordance with GAAP, and the maximum
liability at such date of such Person for any contingent obligations described
above, (ii)

                                       6

<PAGE>

the accreted value thereof, in the case of any Indebtedness issued with original
issue discount, and (iii) the principal amount thereof, together with any
interest thereon that is more than 30 days past due, in the case of any other
Indebtedness.

     "Indenture" means this Indenture, as amended or supplemented from time to
time in accordance with the terms hereof, including the provisions of the TIA
that are deemed to be a part hereof.

     "Interest Payment Date" means June 9, and December 9 of each year, subject
to Section 17.13, commencing December 9, 2003.

     "Interest Period" means the period from and including the most recent
Interest Payment Date to which interest has been paid or duly made available for
payment (or June 9, 2003 if no interest has been paid or been duly made
available for payment) to, but excluding, the next succeeding Interest Payment
Date, or any earlier Fundamental Change Purchase Date, Redemption Date or
Purchase Date.

     "Interest Swap Agreements" means any interest rate protection agreement,
interest rate future, interest rate option, interest rate swap, interest rate
cap or other interest rate hedge or arrangement.

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

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

     "Issuer Request" or "Issuer Order" means a written request or order signed
in the name of the Issuer by any Officer and delivered to the Trustee.

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

     "License Rights" has the meaning set forth in Section 4.06.

     "Lien" means, with respect to any asset, any lien, mortgage, deed of trust,
pledge, security interest, charge or encumbrance of any kind (including any
conditional sale or other title retention agreement, any lease in the nature
thereof and any agreement to give any security interest).

     "Liquidated Damages" means the Liquidated Damages Amount (as defined in the
Registration Rights Agreement).

     "Maximum Conversion Rate" means 26.2054 shares of Common Stock, subject to
adjustment as set forth in Article 12.

                                       7

<PAGE>

     "Moody's" means Moody's Investors Services and its successors.

     "NASDAQ" means the NASDAQ National Market, Inc.

     "non-electing share" has the meaning set forth in Section 12.14.

     "Obligations" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing, or otherwise relating to, any
Indebtedness.

     "Officer" means the Chairman of the Board, a Vice Chairman of the Board,
the President, any Vice President, the Chief Financial Officer, the Treasurer,
any Assistant Treasurer, the Controller, any Assistant Controller, the
Secretary, any Assistant Treasurer or any Assistant Secretary of the Issuer.

     "Officers' Certificate" means a written certificate containing the
information specified in Section 17.04, signed in the name of the Issuer by any
two Officers and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee and that contains the information specified
in Section 17.04. The counsel may be an employee of, or counsel to, the Issuer.

     "pay the Securities" has the meaning set forth in Section 5.03.

     "Paying Agent" has the meaning set forth in Section 2.03(a).

     "Payment Blockage Period" has the meaning set forth in Section 5.03.

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

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

     "Principal Amount" of a Security means the stated Principal Amount as set
forth on the face of such Security.

     "Purchase Agreement" means the Purchase Agreement dated as of June 9, 2003
among the Issuer and Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as
initial purchasers.

                                       8

<PAGE>

     "Qualified Capital Stock" means any Capital Stock that is not Disqualified
Capital Stock.

     "Redemption Date" means the date specified for redemption of the Securities
in accordance with the terms of the Securities and this Indenture.

     "Redemption Price" means, when used with respect to any Security to be
redeemed, 100% of the Principal Amount of such Security as of the Redemption
Date, plus accrued and unpaid interest (including Contingent Interest and
Liquidated Damages, if any) to, but excluding, the Redemption Date.

     "Registrar" has the meaning set forth in Section 2.03(a).

     "Registration Rights Agreement" means the Registration Rights Agreement
dated as of June 9, 2003 among the Issuer, Deutsche Bank Securities Inc. and
Goldman, Sachs & Co., as initial purchasers.

     "Regular Record Date" for the interest payable on any Interest Payment Date
means the June 1 or December 1, as the case may be, immediately preceding such
Interest Payment Date.

     "Representative" means the indenture trustee or other trustee, agent or
representative in respect of any Senior Indebtedness; provided, however, that
if, and for so long as, any issue of Senior Indebtedness lacks such a
representative, then the Representative for such issue of Senior Indebtedness
shall at all times constitute the holders of a majority in outstanding principal
amount of such issue of Senior Indebtedness.

     "Responsible Officer", when used with respect to the Trustee, means any
officer within the corporate trust department (or any successor group) including
without limitation any vice president, any assistant vice president, any trust
officer or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above-designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

     "Restricted Subsidiary" means a Subsidiary of the Issuer other than an
Unrestricted Subsidiary and includes all of the Subsidiaries of the Issuer
existing as of the date of this Indenture.

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

                                       9

<PAGE>

     "S&P" means Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies Inc., and its successors.

     "Securities" or "Security" means any of the Issuer's 0.5% Convertible
Subordinated Debentures due 2023, as amended or supplemented from time to time,
issued under this Indenture.

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

     "Security Register" means the register maintained by the Registrar that
evidences ownership of the Securities.

     "Senior Credit Facilities" means the senior credit facilities evidenced by
that certain Credit Agreement dated as of July 19, 2002, among the Issuer, Bank
of America, N.A., as Administrative Agent, and the lenders from time to time
party to the Credit Agreement, together with all amendments, modifications,
replacements and refinancings thereof.

     "Senior Indebtedness" means, whether outstanding on the date of this
Indenture or thereafter issued, all Indebtedness of the Issuer, including
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Issuer or any Restricted
Subsidiary whether or not a claim for post-filing interest is allowed in such
proceeding) and premium, if any, thereon, and other monetary amounts (including
fees, expenses, reimbursement obligations under letters of credit and
indemnities) owing in respect thereof unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that the obligations in respect of such Indebtedness rank pari passu with the
Securities; provided, however, that Senior Indebtedness will not include (1) any
obligation of the Issuer to any majority owned Restricted Subsidiary, (2) any
Indebtedness, Guarantee or obligation of the Issuer that is expressly
subordinate or junior in right of payment to any other Indebtedness, Guarantee
or obligation of the Issuer, including any Subordinated Indebtedness, or (3)
obligations in respect of any Capital Stock.

     "Significant Restricted Subsidiary" means, at any date of determination,
any Restricted Subsidiary that would be a "significant subsidiary" as defined in
Article I, Rule 1-02 of Regulation S-X, promulgated under the Securities Act, as
such rule is in effect on the date of this Indenture.

     "Special Record Date" means, for the payment of any Defaulted Interest, the
date fixed by the Trustee pursuant to Section 2.14.

     "Stated Maturity Date" means June 9, 2023.

                                       10

<PAGE>

     "Subordinated Indebtedness" means the Securities and any other Indebtedness
of the Issuer that specifically provides that such Indebtedness is to rank pari
passu with, or junior to, the Securities in right of payment and is subordinated
by its terms in right of payment to any Indebtedness or other obligation of the
Issuer that is Senior Indebtedness.

     "Subsidiary" with respect to any Person, means (i) any corporation of which
the outstanding Capital Stock having at least a majority of the votes entitled
to be cast in the election of directors under ordinary circumstances shall at
the time be owned, directly or indirectly through one or more intermediaries, by
such Person or (ii) any other Person of which at least a majority of the voting
interest under ordinary circumstances is at the time, directly or indirectly
through one or more intermediaries, owned by such Person. Notwithstanding
anything in this Indenture to the contrary, all references to the Issuer and its
consolidated Subsidiaries or to financial information prepared on a consolidated
basis in accordance with GAAP shall be deemed to include the Issuer and its
Subsidiaries as to which financial statements are prepared on a combined basis
in accordance with GAAP and to financial information prepared on such a combined
basis. Notwithstanding anything in this Indenture to the contrary, an
Unrestricted Subsidiary shall not be deemed to be a Restricted Subsidiary for
purposes of this Indenture.

     "Tax Original Issue Discount" means the amount of ordinary interest income
on a Security that must be accrued as original issue discount for United States
Federal income tax purposes pursuant to Treasury Regulation Section 1.1275-4 or
any successor provision.

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

     "Trading Day" means a day during which trading in securities generally
occurs on the New York Stock Exchange or, if the Common Stock is not listed on
the New York Stock Exchange, on the principal other national or regional
securities exchange on which the Common Stock is then listed or, if the Common
Stock is not listed on a national or regional securities exchange, by NASDAQ or,
if the Common Stock is not quoted by NASDAQ, on the principal other market on
which the Common Stock is then traded.

     "Trading Price" means, on any date, the average of the secondary market bid
quotations per $1,000 Principal Amount of the Securities obtained by the Issuer
or a quotation agent appointed by the Issuer for $5,000,000 Principal Amount of
Securities at approximately 3:30 p.m., New York City time, on such date from
three independent nationally recognized securities dealers selected by the
Issuer; provided that if at least three such bids cannot reasonably be obtained
by the Issuer or such agent, but two bids are obtained, then the average of the

                                       11

<PAGE>

two bids shall be used, and if only one such bid can reasonably be obtained by
the Issuer or such agent, one bid shall be used; and provided further that if
the Issuer or such agent cannot reasonably obtain at least one bid for
$5,000,000 Principal Amount of Securities from a nationally recognized
securities dealer or in the Issuer's reasonable judgment, the bid quotations are
not indicative of the secondary market value of the Securities, then the Trading
Price per $1,000 Principal Amount of Securities on such date shall be deemed to
be less than 95% of the product of (a) the Conversion Rate on such date
(determined using the Closing Sale Price on such date rather than the Applicable
Stock Price) and (b) the Closing Sale Price on such date.

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

     "Unrestricted Subsidiary" means a Subsidiary of the Issuer so designated by
a resolution adopted by the Board of Directors of the Issuer; provided, however,
that (a) neither the Issuer nor any of its other Restricted Subsidiaries (1)
provides any credit support for any Indebtedness or other Obligations of such
Subsidiary (including any undertaking, agreement or instrument evidencing such
Indebtedness) or (2) is directly or indirectly liable for any Indebtedness or
other Obligations of such Subsidiary and (b) at the time of designation of such
Subsidiary, such Subsidiary has no property or assets (other than de minimis
assets resulting from the initial capitalization of such Subsidiary). The Board
of Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided, however, that immediately after giving effect to such
designation no Default or Event of Default shall have occurred or be continuing.
Any designation pursuant to this definition by the Board of Directors of the
Issuer shall be evidenced to the Trustee by the filing with the Trustee of a
certified copy of the resolution of the Issuer's Board of Directors giving
effect to such designation and an Officers' Certificate certifying that such
designation complies with the foregoing conditions.

     "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (a) the then outstanding
aggregate principal amount of such Indebtedness into (b) the total of the
product obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of

                                       12

<PAGE>

years (calculated to the nearest one-twelfth) which will elapse between such
date and the making of such payment.

     (b)  Other Definitions.

                                                                      Defined in
                                Term                                    Section
-------------------------------------------------------------------   ----------
"Act"..............................................................    1.03
"Adjustment Event".................................................    12.11(n)
"Conversion Date"                                                      12.07
"Current Market Price".............................................    12.11(j)
"Determination Date"...............................................    12.11(n)
"Distributed Property" ............................................    12.11(d)
"Ex-Dividend Date".................................................    12.11(g)
"Ex-Dividend Time".................................................    12.05
"Expiration Time"..................................................    12.11(f)
"Fair Market Value"................................................    12.11(j)
"Fundamental Change"...............................................    14.01(a)
"Fundamental Change Purchase Date".................................    14.01(a)
"Fundamental Change Purchase Notice"...............................    14.01(c)
"Fundamental Change Purchase Price"................................    14.01(a)
"Principal Value Conversion".......................................    12.06
"Purchase Date"....................................................    13.01
"Purchased Shares" ................................................    12.11(f)
"Purchase Notice"..................................................    13.01
"Purchase Price"...................................................    13.01
"QIB"..............................................................    2.01
"Record Date"......................................................    12.11(j)
"Rights"...........................................................    12.16
"Rights Agreement".................................................    12.16
"Trigger Event" ...................................................    12.11(d)

     Section 1.02. Forms of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     Any certificate or opinion of an officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer actually knows that the
certificate or opinion or representations with respect to the matters upon which
his certificate or opinion is based are erroneous. Any such certificate or
Opinion

                                       13

<PAGE>

of Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Issuer stating that the information with respect to such factual matters is in
the possession of the Issuer, unless such counsel knows, or in the exercise of
reasonable care (but without having made an investigation specifically for the
purpose of rendering such opinion) should know, that the certificate or opinion
or representations with respect to such matters are erroneous.

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

     Section 1.03. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Issuer. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Issuer, if made in the manner provided in this Section.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any manner which the Trustee deems sufficient.

     (c) The ownership of Securities shall be proved by the Security Register.

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

     (e) The Issuer may, but shall not be obligated to, set a record date for
purposes of determining the identity of Holders entitled to vote or consent to
any action by vote or consent authorized or permitted under this Indenture. If a
record date is fixed, those persons who were Holders of Securities at such
record date (or their duly designated proxies), and only those persons, shall be
entitled

                                       14

<PAGE>

to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such persons continue to be Holders after such
record date. No action approved by such vote or consent shall be taken more than
six months after such record date.

     Section 1.04. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 1.05. Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

                                    ARTICLE 2
                                 The Securities

     Section 2.01. Form and Dating. The Securities and the Trustee's certificate
of authentication thereof shall be substantially in the form of Exhibit A
hereto, which is hereby incorporated in and expressly made a part of this
Indenture. The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage. The Issuer and the Trustee shall approve
the form of the Securities and any notation, legend or endorsement on them. Each
Security shall be dated the date of its issuance and shall show the date of its
authentication.

     All of the Securities are initially being offered and sold to qualified
institutional buyers as defined in Rule 144A (collectively, "QIBs" or
individually a "QIB") in reliance on Rule 144A under the Securities Act and
shall be issued initially in the form of one or more restricted Global
Securities, which shall be deposited on behalf of the purchasers of the
Securities represented thereby with the Trustee, or any Depositary Custodian, as
custodian for the Depositary, and registered in the name of its nominee, Cede &
Co., duly executed by the Issuer and authenticated by the Trustee as hereinafter
provided.

     Each Global Security shall represent such of the outstanding Securities as
shall be specified therein and each shall provide that it shall represent the
aggregate Principal Amount of outstanding Securities from time to time endorsed
thereon and that the aggregate Principal Amount of outstanding Securities
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, purchases or conversions of such
Securities. Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the Principal Amount of outstanding Securities
represented thereby shall be made by the Trustee or Depositary Custodian in
accordance with the standing instructions and procedures existing between the
Depositary and the Trustee or Depositary Custodian.

                                       15

<PAGE>

     Certificated Securities shall be issued only under the limited
circumstances provided in Section 2.12(b) hereof.

     Section 2.02. Execution and Authentication. (a) One or more Officers shall
sign (each of whom shall, in each case, have been duly authorized by all
requisite corporate actions) the Securities for the Issuer by manual or
facsimile signature.

     (b) If an Officer whose signature is on a Security was an Officer at the
time of such execution but no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless.

     (c) A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

     (d) The Trustee shall authenticate Securities for original issue in an
aggregate Principal Amount not to exceed such written order as shall specify the
amount of Securities to be authenticated and the date on which the Securities
are to be authenticated and specifying such other information as the Trustee may
reasonably request. The aggregate Principal Amount of Securities outstanding at
any time may not exceed $265,000,000 (other than as provided in Sections 5.03
and 5.04).

     (e) Notwithstanding the foregoing, all Securities issued under this
Indenture shall vote and consent together on all matters (as to which any of
such Securities may vote or consent) as one class and no series of Securities
will have the right to vote or consent as a separate class on any matter.

     (f) The Trustee may appoint an authenticating agent reasonably acceptable
to the Issuer to authenticate Securities. Unless otherwise provided in the
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent shall
have the same rights as an Agent to deal with the Issuer and Affiliates of the
Issuer.

     (g) The Securities shall be issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof.

     Section 2.03. Registrar, Paying Agent, Conversion Agent. The Issuer shall
maintain an office or agency, which may be in the Borough of Manhattan, The City
of New York, where (i) Securities may be presented or surrendered for
registration of transfer or for exchange (the "Registrar"), (ii) Securities may
be presented or surrendered for payment (the "Paying Agent"), (iii) Securities
may be presented for conversion (the "Conversion Agent") and (iv) notices and

                                       16

<PAGE>

demands in respect of the Securities and this Indenture may be served. The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Issuer, upon notice to the Trustee, may appoint one or more
co-Registrars and one or more additional Paying Agents. The term "Paying Agent"
includes any additional Paying Agent. Except as provided herein, the Issuer may
act as Paying Agent, Registrar or co-Registrar.

     (b) The Issuer shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which shall incorporate the provisions of
the TIA. The agreement shall implement the provisions of this Indenture that
relate to such Agent. The Issuer shall notify the Trustee of the name and
address of any such Agent. If the Issuer fails to maintain a Registrar or Paying
Agent, or fails to give the foregoing notice, the Trustee shall act as such and
shall be entitled to appropriate compensation in accordance with Section 6.06.

     (c) The Issuer initially appoints the Trustee as Registrar, Conversion
Agent and Paying Agent until such time as the Trustee has resigned or a
successor has been appointed.

     Section 2.04. Paying Agent to Hold Assets in Trust. (a) The Issuer shall
require each Paying Agent other than the Trustee to agree in writing that each
Paying Agent shall hold in trust for the benefit of Holders or the Trustee all
assets held by the Paying Agent for the payment of principal of, or interest on,
the Securities, and shall notify the Trustee of any Default by the Issuer in
making any such payment. The Issuer at any time may require a Paying Agent to
distribute all assets held by it to the Trustee and account for any assets
disbursed and the Trustee may at any time during the continuance of any payment
Default, upon written request to a Paying Agent, require such Paying Agent to
distribute all assets held by it to the Trustee and to account for any assets
distributed. Upon distribution to the Trustee of all assets that shall have been
delivered by the Issuer to the Paying Agent (if other than the Issuer), the
Paying Agent shall have no further liability for such assets. If the Issuer or
any of its Affiliates acts as Paying Agent, it shall, on or before each due date
of the principal of or interest on the Securities, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.

     Section 2.05. Holder Lists. The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names
and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall
furnish to the Trustee before each Interest Record Date and at such other times
as the Trustee may request in writing a list as of such date and in such form as
the Trustee may reasonably require of the names and addresses of Holders, which
list may be conclusively relied upon by the Trustee.

                                       17

<PAGE>

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

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

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

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

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

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

                                       18

<PAGE>

     (f) If Securities are issued upon the transfer, exchange or replacement of
Securities subject to restrictions on transfer and bearing the legends on the
form of Security attached hereto as Exhibit A setting forth such restrictions
(collectively, the "Legend"), or if a request is made to remove the Legend on a
Security, the Securities so issued shall bear the Legend, or the Legend shall
not be removed, as the case may be, unless there is delivered to the Issuer and
the Registrar such satisfactory evidence, which shall include an Opinion of
Counsel, as may be reasonably required by the Issuer and the Registrar, that
neither the Legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the provisions of Rule
144A or Rule 144 under the Securities Act or that such Securities are not
"restricted" within the meaning of Rule 144 under the Securities Act. Upon (i)
provision of such satisfactory evidence, or (ii) notification by the Issuer to
the Trustee and Registrar of the sale of such Security pursuant to a
registration statement that is effective at the time of such sale, the Trustee,
at the written direction of the Issuer, shall authenticate and deliver a
Security that does not bear the Legend. If the Legend is removed from the face
of a Security and the Security is subsequently held by an Affiliate of the
Issuer, the Legend shall be reinstated. Any shares of Common Stock issued upon
conversion of Securities that bear the Legend shall bear a restricted legend
substantially identical to the Legend (except that such Legend shall not refer
to any shares of Common Stock issuable upon conversion of Securities).

     (g) Nothing in this Indenture or in the Securities shall prohibit the sale
or other transfer of any Securities (including beneficial interests in Global
Securities) to the Issuer or any of its Subsidiaries, which Securities shall
thereupon be canceled in accordance with Section 2.10 of this Indenture.

     (h) The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Agent Members (as
defined below) or beneficial owners of interests in any Global Security) other
than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and when expressly required by, the terms
of this Indenture (including, without limitation, the obligations and duties of
the Trustee set forth in Section 2.06 hereof), and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

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

                                       19

<PAGE>

authenticate and deliver, in exchange for any such mutilated Security or in lieu
of any such destroyed, lost or stolen Security, a new Security of like tenor and
Principal Amount, bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, or is about to be purchased by the Issuer
pursuant to Articles 13 or 14 hereof, the Issuer in its discretion may, instead
of issuing a new Security, pay or purchase such Security, as the case may be.

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

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

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

     Section 2.08. Outstanding Securities; Determinations of Holders' Actions.
Securities outstanding at any time are all the Securities authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those delivered to it pursuant to Section 2.07 and those described in this
Section 2.08 as not outstanding. A Security does not cease to be outstanding
because the Issuer or an Affiliate thereof holds the Security; provided,
however, that in determining whether the Holders of the requisite Principal
Amount of Securities have given or concurred in any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Issuer or any other obligor upon the Securities or any Affiliate of the
Issuer or such other obligor shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Subject to the foregoing,
only Securities outstanding at the time of such determination shall be
considered in any such determination (including, without limitation,
determinations pursuant to Articles 4 and 6).

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

                                       20

<PAGE>

     If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following a Purchase Date or a
Fundamental Change Purchase Date, or on the Stated Maturity Date, money or
securities, if permitted hereunder, sufficient to pay Securities payable on that
date, then immediately after such Redemption Date, Purchase Date, Fundamental
Change Purchase Date or Stated Maturity Date, as the case may be, such
Securities shall cease to be outstanding and interest (including Contingent
Interest and Liquidated Damages, if any) on such Securities shall cease to
accrue; provided, that if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made.

     If a Security is converted in accordance with Article 12, then from and
after the time of conversion on the Conversion Date, such Security shall cease
to be outstanding and interest (including Contingent Interest, if any) shall
cease to accrue on such Security.

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

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

     Section 2.10. Cancellation. All Securities surrendered for payment,
purchase by the Issuer pursuant to Article 13 or Article 14, conversion pursuant
to Article 12, redemption or registration of transfer or exchange shall, if
surrendered to any person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Issuer may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Issuer may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly canceled by the Trustee. The Issuer
may not issue new Securities to replace Securities it has paid or delivered to
the

                                       21

<PAGE>

Trustee for cancellation or that any Holder has converted pursuant to Article
12. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. All canceled Securities held by the Trustee shall be disposed
of by the Trustee in accordance with its customary practice.

     Section 2.11. Persons Deemed Owners. Prior to due presentment of a Security
for registration of transfer, the Issuer, the Trustee and any agent of the
Issuer or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of the Security or the payment of any Redemption Price, Purchase Price
or Fundamental Change Purchase Price in respect thereof, and interest thereon,
for the purpose of conversion and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Issuer, the Trustee nor any agent
of the Issuer or the Trustee shall be affected by notice to the contrary.

     Section 2.12. Global Securities.

     (a) Notwithstanding any other provisions of this Indenture or the
Securities, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.06 and this Section 2.12. A Global Security
may not be transferred, in whole or in part, to any Person other than the
Depositary or a nominee or any successor thereof, and no such transfer to any
such other Person may be registered; provided that this clause (a) shall not
prohibit any transfer of a Security that is issued in exchange for a Global
Security but is not itself a Global Security. No transfer of a Security to any
Person shall be effective under this Indenture unless and until such Security
has been registered in the name of such Person.

     (b) Notwithstanding any other provisions of this Indenture or the
Securities, a Global Security shall not be exchanged in whole or in part for a
Security registered in the name of any Person other than the Depositary or one
or more nominees thereof; provided that a Global Security may be exchanged for
Securities registered in the names of any person designated by the Depositary in
the event that (i) the Depositary has notified the Issuer that it is unwilling
or unable to continue as Depositary for such Global Security and a successor
Depositary is not appointed by the Issuer within 90 days, (ii) the Issuer
decides to discontinue the use of the system of book-entry transfer through the
Depositary (or any successor Depositary) or (iii) an Event of Default has
occurred and is continuing with respect to the Securities. Any Global Security
exchanged pursuant to clause (i) above shall be so exchanged in whole and not in
part, and any Global Security exchanged pursuant to clause (iii) above may be
exchanged in whole or from time to time in part as directed by the Depositary.
Any Security issued in exchange for a Global Security or any portion thereof
shall be a Global Security; provided that any such Security so issued that is
registered in the name of a Person other than the Depositary or a nominee
thereof shall not be a Global Security.

                                       22

<PAGE>

     (c) Securities issued in exchange for a Global Security or any portion
thereof shall be issued in definitive, fully registered form, without interest
coupons, shall have an aggregate Principal Amount equal to that of such Global
Security or portion thereof to be so exchanged, shall be registered in such
names and be in such authorized denominations as the Depositary shall designate
and shall bear the applicable Legends provided for herein. Any Global Security
to be exchanged in whole shall be surrendered by the Depositary to the Trustee
or the Registrar. With regard to any Global Security to be exchanged in part,
either such Global Security shall be so surrendered for exchange or, if the
Trustee is acting as custodian for the Depositary or its nominee with respect to
such Global Security, the Principal Amount thereof shall be reduced, by an
amount equal to the portion thereof to be so exchanged, by means of an
appropriate adjustment made on the records of the Trustee. Upon any such
surrender or adjustment, the Trustee shall authenticate and deliver the Security
issuable on such exchange to or upon the order of the Depositary or an
authorized representative thereof.

     (d) Subject to the provisions of Section 2.12(f) below, the registered
Holder may grant proxies and otherwise authorize any Person, including Agent
Members (as defined below) and persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.

     (e) In the event of the occurrence of any of the events specified in
Section 2.12(b) above, the Issuer will promptly make available to the Trustee a
reasonable supply of certificated Securities in definitive, fully registered
form, without interest coupons.

     (f) Neither any members of, or participants in, the Depositary
(collectively, the "Agent Members") nor any other Persons on whose behalf Agent
Members may act shall have any rights under this Indenture with respect to any
Global Security registered in the name of the Depositary or any nominee thereof,
or under any such Global Security, and the Depositary or such nominee, as the
case may be, may be treated by the Issuer, the Trustee and any agent of the
Issuer or the Trustee as the absolute owner and holder of such Global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Issuer or the Trustee or any agent of the Issuer or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depositary or such nominee, as the case may be, or impair, as
between the Depositary, its Agent Members and any other person on whose behalf
an Agent Member may act, the operation of customary practices of such Persons
governing the exercise of the rights of a holder of any Security.

     Section 2.13. Legends.

     (a) Subject to the succeeding paragraph, every Security shall be subject to
the restrictions on transfer provided in the Legend including the

                                       23

<PAGE>

delivery of a certification or an Opinion of Counsel as set forth in the Legend,
if so requested by the Issuer or the Registrar.

     (b) The restrictions imposed by the Legend upon the transferability of any
Security shall cease and terminate when such Security has been sold pursuant to
an effective registration statement under the Securities Act or transferred in
compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or, if earlier, upon the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Security as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Security for exchange to the Registrar in accordance with the
provisions of this Section 2.13 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by an opinion of counsel having
substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to the Issuer, addressed to the Issuer and the Registrar
and in form acceptable to the Issuer, to the effect that the transfer of such
Security has been made in compliance with Rule 144 or such successor provision),
be exchanged for a new Security, of like tenor and aggregate Principal Amount,
which shall not bear the restrictive Legend. The Issuer shall inform the Trustee
of the effective date of any registration statement registering the Securities
under the Securities Act. The Trustee and the Registrar shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with
the aforementioned opinion of counsel or registration statement.

     (c) As used in the preceding two paragraphs of this Section 2.13, the term
"transfer" encompasses any sale, pledge, transfer, hypothecation or other
disposition of any Security.

     Section 2.14. Payment of Interest; Interest Rights Preserved. Interest,
including any Contingent Interest, on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest at the office or agency of the Issuer maintained for such
purpose pursuant to Section 10.02. However, the Issuer may make such interest
payments by check payable to or upon the written order of the Person entitled
thereto pursuant to Section 17.03, to the address of such Person as it appears
on the Security Register; provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest
(including Contingent Interest, if any) on all Global Securities and all
Securities of Holders of more than $25,000,000 aggregate Principal Amount of
Securities that have requested such method of payment and provided wire transfer
instructions to the Issuer or the Paying Agent.

                                       24

<PAGE>

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

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

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

     On conversion of a Holder's Securities, such Holder shall not receive any
cash payment of interest. Except as set forth in the next succeeding paragraph,
the Issuer's delivery to a Holder of the full number of shares of Common Stock
into which a Security is convertible, together with any cash payment for such
Holder's fractional shares, or cash or a combination of cash and Common Stock in
lieu thereof, shall be deemed to satisfy the Issuer's obligation to pay the
Principal Amount of the Security and to satisfy the Issuer's obligation to pay

                                       25

<PAGE>

accrued but unpaid interest (including Contingent Interest, if any) attributable
to the period from the most recent Interest Payment Date through the Conversion
Date.

     Notwithstanding the above, if any Securities are converted during the
period from the close of business on any Regular Record Date immediately
preceding any Interest Payment Date to the close of business on the Business Day
immediately preceding such Interest Payment Date, such Securities shall be
accompanied by payment to the Issuer or its order, in New York Clearing House
funds or other funds acceptable to the Issuer, of an amount equal to the
interest payable on such Interest Payment Date with respect to the Principal
Amount of Securities or portions thereof being surrendered for conversion;
provided that no such payment need be made (1) if the Issuer has specified a
Redemption Date under Article 11 that occurs during the period from the close of
business on a Regular Record Date to the close of business on the Business Day
immediately preceding the Interest Payment Date to which such Regular Record
Date relates, (2) if the Issuer has specified a Fundamental Change Purchase Date
during such period or (3) to the extent of overdue interest or overdue
Contingent Interest, any overdue interest or overdue Contingent Interest exists
on the Conversion Date with respect to the Securities converted.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, that were carried by such other Security.

     Section 2.15. CUSIP Numbers. The Issuer in issuing the Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Issuer will
promptly notify the Trustee of any change in the CUSIP numbers.

     Section 2.16. Calculation of Tax Original Issue Discount. The Issuer
agrees, and by acceptance of a beneficial interest in a Security each Holder and
any beneficial owner of a Security shall be deemed to agree, to treat, for
United States federal income tax purposes, the Securities as debt instruments
that are subject to Treasury Regulation Section 1.1275-4(b). For United States
federal income tax purposes, the Issuer agrees, and by acceptance of a
beneficial interest in a Security each Holder and any beneficial owner of a
Security shall be deemed to agree, to treat the fair market value of the Common
Stock received upon the conversion of a Security as a contingent payment for
purposes of Treasury Regulation Section 1.1275-4(b) and to accrue interest with
respect to outstanding Securities as original issue discount for United States
federal income

                                       26

<PAGE>

tax purposes (i.e., Tax Original Issue Discount) according to the "noncontingent
bond method," set forth in Section 1.1275-4(b) of the Treasury Regulations,
using the comparable yield of 8.25% compounded semi-annually and using the
projected payment schedule determined by the Issuer. Holders or beneficial
owners may obtain a copy of the projected payment schedule by contacting the
Issuer: Getty Images, Inc., 601 N 34th Street, Seattle, Washington 98103,
Attention: Treasurer.

     The Issuer acknowledges and agrees, and by acceptance of a beneficial
interest in a Security each Holder and any beneficial owner of a Security shall
be deemed to acknowledge and agree, that (i) the comparable yield means the
annual yield the Issuer would pay, as of the Issue Date, on a noncontingent,
non-convertible, fixed-rate debt instrument with terms and conditions otherwise
similar to those of the Securities and (ii) the comparable yield and the
schedule of projected payments that a Holder or beneficial owner may obtain as
described above do not constitute a representation by the Issuer regarding the
actual amounts that will be paid on the Securities or the value of the Common
Stock into which the Securities may be converted.

                                    ARTICLE 3
                           Satisfaction And Discharge

     Section 3.01. Discharge of Liability on Securities. When (i) the Issuer
delivers to the Trustee or any Paying Agent all outstanding Securities (other
than Securities replaced pursuant to Section 2.07 of the Indenture) for
cancellation or (ii) all outstanding Securities have become due and payable,
whether on the Stated Maturity Date, any Redemption Date, any Purchase Date, any
Fundamental Change Purchase Date, or upon conversion or otherwise, and the
Issuer deposits with the Trustee, any Paying Agent or the Conversion Agent, if
applicable, cash or, if expressly permitted by the terms of the Securities,
Common Stock sufficient to pay all amounts due and owing on all outstanding
Securities (other than Securities replaced pursuant to Section 2.07), and if in
either case the Issuer pays all other sums payable hereunder by the Issuer, then
this Indenture shall, subject to Section 6.06, cease to be of further effect,
except for the indemnification of the Trustee, which shall survive such
satisfaction and discharge. The Trustee shall join in the execution of a
document prepared by the Issuer acknowledging satisfaction and discharge of this
Indenture on demand of the Issuer accompanied by an Officers' Certificate and
Opinion of Counsel and at the reasonable cost and expense of the Issuer.

     Section 3.02. Repayment of Moneys Held by Trustee. The Trustee and the
Paying Agent shall return to the Issuer any cash that remains unclaimed for two
years after the date upon which the principal of or interest on such Security
shall have become due and payable, subject to applicable unclaimed property law,
together with interest, if any, thereon held by them for the payment of the

                                       27

<PAGE>

principal of or interest on such Security, provided, however, that to the extent
that the aggregate amount of cash or Common Stock deposited by the Issuer
exceeds the aggregate principal and interest due on the Securities or portions
thereof which the Issuer is obligated to purchase as of the relevant date, then
promptly after the Business Day following such date, the Trustee or the Paying
Agent, as applicable, shall return any such excess to the Issuer. Thereafter,
any Holder entitled to payment must look to the Issuer for payment as general
creditors, unless an applicable abandoned property law designates another
Person.

                                    ARTICLE 4
                              Default And Remedies

     Section 4.01. Events of Default. Each of the following shall be an "Event
of Default" for purposes of this Indenture:

     (a) the failure to pay interest, including Contingent Interest, if any, or
Liquidated Damages, if any, on any Security when the same becomes due and
payable and the Default continues for a period of 30 days (whether or not such
payment is prohibited by Article 5);

     (b) the failure to pay principal of any Security when such principal
becomes due and payable, at maturity, upon redemption, repurchase, a Fundamental
Change or otherwise (whether or not such payment is prohibited by Article 5);

     (c) a default in the observance or performance of any other covenant or
agreement contained in the Securities or this Indenture, which default continues
for a period of 60 consecutive days after the Issuer receives written notice
thereof specifying the default from the Trustee or Holders of at least 25% in
aggregate Principal Amount of outstanding Securities;

     (d) the failure to pay at the final stated maturity (giving effect to any
extensions thereof) the principal amount of any Indebtedness of the Issuer or
any Restricted Subsidiary of the Issuer, or the acceleration of the final stated
maturity of any such Indebtedness, if the aggregate principal amount of such
Indebtedness, together with the aggregate principal amount of any other such
Indebtedness in default for failure to pay principal at the final stated
maturity (giving effect to any extensions thereof) or which has been
accelerated, aggregates $20,000,000 or more at any time, in each case after a
10-day period during which such default shall not have been cured or such
acceleration rescinded;

     (e) one or more judgments in an aggregate amount in excess of $25,000,000
(which are not covered by insurance as to which the insurer has not disclaimed
coverage or which are not, in the good faith judgment of the Board of

                                       28

<PAGE>

Directors, subject to third party indemnification) being rendered against the
Issuer or any of its Significant Restricted Subsidiaries and such judgment or
judgments remain undischarged or unstayed for a period of 60 days after such
judgment or judgments become final and nonappealable;

     (f) the Issuer or any of its Significant Restricted Subsidiaries (or one or
more Restricted Subsidiaries that, taken together would constitute a Significant
Restricted Subsidiary) of the Issuer pursuant to or within the meaning of any
Bankruptcy Law: (i) admits in writing its inability to pay its debts generally
as they become due; (ii) commences a voluntary case or proceeding; (iii)
consents to the entry of an order for relief against it in an involuntary case
or proceeding; (iv) consents or acquiesces in the institution of a bankruptcy or
insolvency proceeding against it; (v) consents to the appointment of a Custodian
of it or for all or substantially all of its property; or (vi) makes a general
assignment for the benefit of its creditors, or any of them takes any action to
authorize or effect any of the foregoing; or

     (g) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: (i) is for relief against the Issuer or any Significant
Restricted Subsidiary (or one or more Restricted Subsidiaries that, taken
together would constitute a Significant Restricted Subsidiary) of the Issuer in
an involuntary case or proceeding; (ii) appoints a Custodian of the Issuer or
any Significant Restricted Subsidiary (or one or more Restricted Subsidiaries
that, taken together would constitute a Significant Restricted Subsidiary) of
the Issuer for all or substantially all of its property; or (iii) orders the
liquidation of the Issuer or any Significant Restricted Subsidiary (or one or
more Restricted Subsidiaries that, taken together would constitute a Significant
Restricted Subsidiary) of the Issuer; and in each case the order or decree
remains unstayed and in effect for 60 days; provided, however, that if the entry
of such order or decree is appealed and dismissed on appeal, then the Event of
Default hereunder by reason of the entry of such order or decree shall be deemed
to have been cured.

     Section 4.02. Acceleration. If an Event of Default with respect to the
Securities (other than an Event of Default specified in Section 4.01(f) or
4.01(g)) occurs and is continuing, the Trustee may, or the Trustee upon the
request of Holders of 25% in Principal Amount of the outstanding Securities
shall, or the Holders of at least 25% in aggregate Principal Amount of the
outstanding Securities may declare the principal of all the Securities, together
with all accrued and unpaid interest and premium, if any, to be due and payable
by notice in writing to the Issuer and the Trustee specifying the respective
Event of Default and that it is a "notice of acceleration" (the "Acceleration
Notice"), and the same shall become immediately due and payable.

     If an Event of Default specified in Section 4.01(f) or 4.01(g) occurs, all
unpaid principal of and accrued interest on all outstanding Securities shall
ipso

                                       29

<PAGE>

facto become immediately due and payable without any declaration or other act on
the part of the Trustee or any Holder.

     At any time after such declaration with respect to the Securities, the
Holders of a majority in Principal Amount of Securities then outstanding (by
notice to the Trustee) may rescind and cancel such declaration and its
consequences if (i) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction, (ii) all existing Defaults and
Events of Default have been cured or waived except nonpayment of principal of or
interest on the Securities that has become due solely by such declaration of
acceleration, (iii) to the extent the payment of such interest is lawful,
interest (at the same rate specified in the Securities) on overdue installments
of interest and overdue payments of principal, which has become due otherwise
than by such declaration of acceleration has been paid, (iv) the Issuer has paid
the Trustee its reasonable compensation and reimbursed the Trustee for its
reasonable expenses, disbursements and advances and (v) in the event of the cure
or waiver of a Default or Event of Default of the type described in Section
4.01(f) or 4.01(g), the Trustee has received an Officers' Certificate and
Opinion of Counsel that such Default or Event of Default has been cured or
waived. The Holders of a majority in Principal Amount of the Securities may
waive any existing Default or Event of Default under this Indenture, and its
consequences, except a default in the payment of the principal of or interest on
any Securities. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

     Section 4.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of or interest on the Securities
or to enforce the performance of any provision of the Securities or this
Indenture.

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

     Section 4.04. Waiver of Past Default. Subject to Sections 4.07 and 9.02,
prior to the declaration of acceleration of the Securities, the Holders of not
less than a majority in aggregate Principal Amount of the outstanding Securities
by written notice to the Trustee may waive an existing Default or Event of
Default and its consequences, except a Default in the payment of principal of or
interest on any Security as specified in Section 4.01(a) and (b) or a Default in
respect of any term or provision of this Indenture that may not be amended or
modified without the consent of each Holder affected as provided in Section
9.02. The Issuer shall deliver to the Trustee an Officers' Certificate stating
that the

                                       30

<PAGE>

requisite percentage of Holders have consented to such waiver and attaching
copies of such consents. In case of any such waiver, the Issuer, the Trustee and
the Holders shall be restored to their former positions and rights hereunder and
under the Securities, respectively. This paragraph of this Section 4.04 shall be
in lieu of (S) 316(a)(1)(B) of the TIA and such (S) 316(a)(1)(B) of the TIA is
hereby expressly excluded from this Indenture and the Securities, as permitted
by the TIA.

     Upon any such waiver, such Default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred for every
purpose of this Indenture and the Securities, but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereon.

     Section 4.05. Control by Majority. Subject to Section 2.08, the Holders of
a majority in Principal Amount of the outstanding Securities may 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 it. However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture that the Trustee determines may be unduly prejudicial to the rights of
another Holder, it being understood that the Trustee shall have no duty (subject
to Section 6.01) to ascertain whether or not such actions or forebearances are
unduly prejudicial to such Holders, or that may involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction. In the
event the Trustee takes any action or follows any direction pursuant to this
Indenture, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against any loss or expense caused by taking such action
or following such direction. This Section 4.05 shall be in lieu of (S)
316(a)(1)(A) of the TIA, and such (S) 316(a)(1)(A) of the TIA is hereby
expressly excluded from this Indenture and the Securities, as permitted by the
TIA.

     Section 4.06. Limitation on Suits. A Holder may not pursue any remedy with
respect to this Indenture or the Securities unless:

     (a) the Holder gives to the Trustee written notice of a continuing Event of
Default;

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

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

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<PAGE>

     (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

     (e) during such 60-day period the Holders of a majority in Principal Amount
of the outstanding Securities do not give the Trustee a direction which, in the
opinion of the Trustee, is inconsistent with the request.

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

     Section 4.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
principal of or interest on a Security, on or after the respective due dates
expressed in the Security, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

     Section 4.08. Collection Suit by Trustee. If an Event of Default in payment
of principal or interest specified in Section 4.01(a) or (b) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Issuer or any other obligor on the Securities for
the whole amount of principal and accrued interest remaining unpaid, together
with interest overdue on principal and to the extent that payment of such
interest is lawful, interest on overdue installments of interest, in each case
at the rate per annum borne by the Securities and such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

     Section 4.09. Trustee May File Proofs of Claim. The Trustee may 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 (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Issuer (or any other obligor upon the Securities), its creditors
or its property and shall be entitled and empowered to collect and receive any
monies or other property payable or deliverable on any such claims and to
distribute the same, and any Custodian in any such judicial proceedings is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, and any other amounts due the Trustee under Section 6.06. Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder

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thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding; provided, however, that the Trustee may, on
behalf of the Holders, vote for the election of a trustee in bankruptcy or
similar official and may be a member of the creditors' committee.

     Section 4.10. Priorities. If the Trustee collects any money or property
pursuant to this Article 4, it shall pay out the money or property in the
following order:

     First: to the Trustee for amounts due under Section 6.06;

     Second: to Holders for amounts due and unpaid on the Securities for
principal and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal and
interest, respectively; and

     Third: to the Issuer.

The Trustee, upon prior written notice to the Issuer, may fix a record date and
payment date for any payment to the Holders pursuant to this Section 4.10.

     Section 4.11. Undertaking for Costs. In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section 4.11 shall not apply to a suit
by the Trustee, a suit by a Holder or group of Holders of more than 10% in
aggregate Principal Amount of the outstanding Securities, or to any suit
instituted by any Holder for the enforcement or the payment of the principal or
interest on any Securities on or after the respective due dates expressed in the
Security.

                                    ARTICLE 5
                                  Subordination

     Section 5.01. Agreement to Subordinate. The Issuer agrees, and each Holder
by accepting any Security agrees, that the Indebtedness evidenced by the
Securities is subordinated in right of payment, to the extent and in the manner
provided in this Article 5, to the payment when due of all Senior Indebtedness
of the Issuer and that such subordination is for the benefit of and enforceable
by the holders of Senior Indebtedness. The Securities shall in all respects rank
pari passu with all other Subordinated Indebtedness of the Issuer, and only
Indebtedness of the Issuer which is Senior Indebtedness will rank senior to the
Securities in accordance with the provisions set forth herein. Unsecured

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<PAGE>

Indebtedness is not deemed to be subordinate or junior to Secured Indebtedness
merely because it is unsecured, nor is any Indebtedness deemed to be subordinate
or junior to other Indebtedness merely because it matures after such other
Indebtedness. Secured Indebtedness is not deemed to be Senior Indebtedness
merely because it is secured.

     Section 5.02. Liquidation, Dissolution, Bankruptcy. Upon any payment or
distribution of the assets of the Issuer upon a total or partial liquidation or
dissolution or reorganization or bankruptcy of or similar proceeding relating to
the Issuer or its property:

     (a) holders of Senior Indebtedness of the Issuer shall be entitled to
receive payment in full in cash or Cash Equivalents of all Senior Indebtedness
of the Issuer before holders of Securities shall be entitled to receive any
payment of principal of or interest on or other amounts with respect to the
Securities from the Issuer; and

     (b) until the Senior Indebtedness of the Issuer is paid in full, in cash or
Cash Equivalents, any payment or distribution to which Holders would be entitled
but for the provisions of this Article 5 shall be made to holders of Senior
Indebtedness as their interests may appear.

     Section 5.03. Default on Senior Indebtedness. The Issuer may not pay the
principal of, premium (if any), or interest on, and other obligations with
respect to, the Securities or repurchase, redeem or otherwise retire any
Securities (collectively, "pay the Securities") if (i) any Senior Indebtedness
is not paid when due or (ii) any other default on Senior Indebtedness occurs and
the maturity of such Senior Indebtedness is accelerated in accordance with its
terms unless, in either case, (x) the default has been cured or waived or is no
longer continuing and/or any such acceleration has been rescinded or (y) such
Senior Indebtedness has been paid; provided, however, that the Issuer may pay
the Securities, subject to the provisions of Section 5.02, without regard to the
foregoing if the Issuer and the Trustee receive written notice approving such
payment from the Representatives of the Senior Indebtedness with respect to
which either of the events set forth in clause (i) or (ii) of this sentence has
occurred or is continuing. During the continuance of any default (other than a
default described in clause (i) or (ii) of the preceding sentence) with respect
to any Designated Senior Indebtedness pursuant to which the maturity thereof may
be accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Issuer may not pay the Securities (except (i) in Qualified Capital
Stock issued by the Issuer to pay interest on the Securities or issued in
exchange for the Securities, (ii) in securities substantially identical to the
Securities issued by the Issuer in payment of interest accrued thereon or (iii)
in securities issued by the Issuer which are subordinated to the Senior
Indebtedness at least to the same extent as the Securities and having a Weighted
Average Life to Maturity at least equal to the remaining Weighted Average Life
to Maturity of the

                                       34

<PAGE>

Securities) for a period (a "Payment Blockage Period") commencing upon the
receipt by the Trustee (with a copy to the Issuer) of written notice (a
"Blockage Notice") of such default from the Representative of the holders of
such Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period and ending 179 days thereafter (or earlier if such Payment
Blockage Period is terminated (i) by written notice to the Trustee and the
Issuer from the Person or Persons who gave such Blockage Notice, (ii) because
the default giving rise to such Blockage Notice has been cured, waived or is no
longer continuing or (iii) because such Designated Senior Indebtedness has been
repaid in full). Notwithstanding the provisions of the immediately preceding
sentence, but subject to the provisions of the first sentence of this Section
5.03 and the provisions of Section 5.02, the Issuer may resume payments on the
Securities after the end of such Payment Blockage Period. Not more than one
Blockage Notice may be given, and not more than one Payment Blockage Period may
occur, in any consecutive 360-day period, irrespective of the number of defaults
with respect to Designated Senior Indebtedness during such period. However, if
any Blockage Notice within such 360 day period is given by or on behalf of any
holders of Designated Senior Indebtedness (other than the agent under the Senior
Credit Facilities), the agent under the Senior Credit Facilities may give
another Blockage Notice within such period. In no event, however, may the total
number of days during which any Payment Blockage Period or Payment Blockage
Periods are in effect exceed 179 days in the aggregate during any 360
consecutive day period. No nonpayment default that existed or was continuing on
the date of delivery of any Blockage Notice to the Trustee shall be, or be made,
the basis for a subsequent Blockage Notice unless such default shall have been
cured or waived for a period of not less than 90 consecutive days.

     Section 5.04. Acceleration of Payment of Securities. If payment of the
Securities is accelerated because of an Event of Default, the Issuer or the
Trustee shall promptly notify the holders of the Representative (if any) of any
issue of Designated Senior Indebtedness which is then outstanding; provided,
however, that the Issuer and the Trustee shall be obligated to notify such a
Representative (other than with respect to the Senior Credit Facilities) only if
such Representative has delivered or caused to be delivered an address for the
service of such a notice to the Issuer and the Trustee (and the Issuer and the
Trustee shall be obligated only to deliver the notice to the address so
specified). If a notice is required pursuant to the immediately preceding
sentence, the Issuer may not pay the Securities (except payment (i) in Qualified
Capital Stock issued by the Issuer to pay interest on the Securities or issued
in exchange for the Securities, (ii) in securities substantially identical to
the Securities issued by the Issuer in payment of interest accrued thereon or
(iii) securities issued by the Issuer which are subordinated to the Senior
Indebtedness at least to the same extent as the Securities and have a Weighted
Average Life to Maturity at least equal to the remaining Weighted Average Life
to Maturity of the Securities), until five Business Days after the respective
Representative of the Designated

                                       35

<PAGE>

Senior Indebtedness receives notice (at the address specified in the preceding
sentence) of such acceleration and thereafter may pay the Securities only if the
provisions of this Article 5 otherwise permit payment at that time.

     Section 5.05. When Distribution Must be Paid Over. If a distribution is
made to the Trustee or to Holders that because of this Article 5 should not have
been made to them, the Trustee or the Holders who receive such distribution
shall hold it in trust for holders of Senior Indebtedness and promptly pay it
over to them as their respective interests may appear; provided, however, that
the liabilities of the Trustee under this Section 5.05 are limited by Section
5.14.

     Section 5.06. Subrogation. After all Senior Indebtedness is paid in full
and until the Securities are paid in full, Holders shall be subrogated to the
rights of holders of Senior Indebtedness to receive distributions applicable to
Senior Indebtedness. A distribution made under this Article 5 to holders of
Senior Indebtedness which otherwise would have been made to Holders is not, as
between the Issuer and the Holders, a payment by the Issuer of Senior
Indebtedness.

     Section 5.07. Relative Rights. This Article 5 defines the relative rights
of Holders of the Securities on the one hand and holders of Senior Indebtedness
on the other hand. Nothing in this Indenture shall:

     (a) impair, as between the Issuer and the Holders, the obligation of the
Issuer, which is absolute and unconditional, to pay principal of and interest on
the Securities in accordance with their terms; or

     (b) prevent the Trustee or any Holder from exercising its available
remedies upon a Default or Event of Default, subject to the rights of holders of
Senior Indebtedness to receive distributions otherwise payable to Holders.

     Section 5.08. Subordination May Not be Impaired by Issuer. No right of any
holder of Senior Indebtedness to enforce the subordination of the Indebtedness
evidenced by the Securities shall be impaired by any act or failure to act by
the Issuer or by the failure of the Issuer to comply with this Indenture.

     Section 5.09. Rights of Trustee and Paying Agent. Notwithstanding Section
5.03, the Trustee or Paying Agent may continue to make payments on the
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, a Responsible Officer of the
Trustee receives notice satisfactory to it that payments may not be made under
this Article 5. The Issuer, the Registrar or co-registrar, the Paying Agent, a
Representative or a holder of Senior Indebtedness may give the notice; provided,
however, that if an issue of Senior Indebtedness has a Representative, only the
Representative may give the notice.

                                       36

<PAGE>

     The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. The
Registrar and co-registrar and the Paying Agent may do the same with like
rights. The Trustee shall be entitled to all the rights set forth in this
Article 5 with respect to any Senior Indebtedness which may at any time be held
by it, to the same extent as any other holder of Senior Indebtedness; and
nothing in Article 5 shall deprive the Trustee of any of its rights as such
holder. Nothing in this Article 5 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.06.

     Section 5.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representative (if
any).

     Section 5.11. Article Five Not to Prevent Events of Default or Limit Right
to Accelerate. The failure to make a payment in respect of the Securities by
reason of any provision in this Article 5 shall not be construed as preventing
the occurrence of a Default or Event of Default. Nothing in this Article 5 shall
have any effect on the right of the Holders or the Trustee to accelerate the
maturity of the Securities in accordance with the terms of this Indenture.

     Section 5.12. Trustee Entitled to Rely. Upon any payment or distribution
pursuant to this Article 5, the Trustee and the Holders shall be entitled to
rely (i) upon any order or decree of a court of competent jurisdiction in which
any proceedings of the nature referred to in Section 5.02 are pending, (ii) upon
a certificate of the liquidating trustee or agent or other Person making such
payment or distribution to the Trustee or to the Holders or (iii) upon the
Representatives for the holders of Senior Indebtedness 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
Issuer, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 5.
In the event that the Trustee determines, in good faith, that evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article 5, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee 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 other facts pertinent to the rights of such
Person under this Article 5, and, if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment. The Trustee shall have the right
to seek a declaratory judgment as to any right of such Person to receive such
payment. The provisions of Sections 6.01 and 6.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article 5.

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<PAGE>

     Section 5.13. Trustee to Effectuate Subordination. Each Holder by accepting
a Security authorizes and directs the Trustee on his behalf to take such action
as may be necessary or appropriate to acknowledge or effectuate the
subordination between the Holder and the holders of Senior Indebtedness as
provided in this Article 5 and appoints the Trustee as attorney-in-fact for any
and all such purposes.

     Section 5.14. Trustee Not Fiduciary for Holders of Senior Indebtedness. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if it shall mistakenly
pay over or distribute to Holders or the Issuer, or any other Person, money or
assets to which any holders of Senior Indebtedness shall be entitled by virtue
of this Article 5 or otherwise.

     Section 5.15. Reliance by Holders of Senior Indebtedness on Subordination
Provisions. Each Holder by accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness, whether such
Senior Indebtedness was created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively
to have relied on such subordination provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior Indebtedness.

                                    ARTICLE 6
                                   The Trustee

     Section 6.01. Duties of Trustee.

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

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

          (i) The Trustee shall not be liable except for the performance of such
     duties as are specifically set forth herein; and

          (ii) In the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions conforming to
     the requirements of this Indenture; provided, however, that in the case of
     any such certificates or opinions which by any provision hereof are
     specifically required to be furnished to the Trustee, the Trustee shall

                                       38

<PAGE>

     examine such certificates and opinions to determine whether or not they
     conform to the requirements of this Indenture.

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

          (i) This paragraph does not limit the effect of paragraph (b) of this
     Section 6.01;

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

          (iii) The Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Sections 4.02, 4.04 and 4.05.

     (d) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder or to take or omit to take any action under this
Indenture or take any action at the request or direction of Holders if it shall
have reasonable grounds for believing that repayment of such funds is not
assured to it or it does not receive from such Holders an indemnity satisfactory
to it in its sole discretion against such risk, liability, loss, fee or expense
which might be incurred by it in compliance with such request or direction.

     (e) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 6.01.

     (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Issuer. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

     Section 6.02. Rights of Trustee.

     Subject to Section 6.01:

     (a) The Trustee may rely on any document reasonably believed in good faith
by it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document.

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate and/or an Opinion of Counsel, which shall conform to the
provisions of Section 17.05. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such certificate or opinion.

                                       39

<PAGE>

     (c) The Trustee may act through attorneys and agents of its selection and
shall not be responsible for the misconduct or negligence of any agent or
attorney (other than an agent who is an employee of the Trustee) appointed with
due care.

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it reasonably believes to be authorized or within its
rights or powers.

     (e) Before the Trustee acts or refrains from acting, it may consult with
counsel of its selection and the advice or opinion of such counsel shall be full
and complete authorization and protection from liability in respect of any
action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.

     (f) Any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by a Issuer Request or Issuer Order and any resolution of
the Board of Directors may be sufficiently evidenced by a Board Resolution.

     (g) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction.

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

     (i) The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless the Trustee shall have received written notice thereof at the
Corporate Trust Office of the Trustee, and such notice references the Securities
and this Indenture.

     (j) The Trustee shall not be required to give any bond or surety in respect
of the performance of its powers and duties hereunder.

                                       40

<PAGE>

     (k) The permissive rights of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty and the Trustee shall not be
answerable for other than its gross negligence or willful misconduct.

     Section 6.03. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Issuer or its Affiliates with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights.
However, the Trustee is subject to Sections 6.09 and 6.10.

     Section 6.04. Trustee's Disclaimer. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this Indenture
or the Securities, it shall not be accountable for the Issuer's use of the
proceeds from the Securities, and it shall not be responsible for any statement
of the Issuer in this Indenture or any document issued in connection with the
sale of Securities or any statement in the Securities other than the Trustee's
certificate of authentication.

     Section 6.05. Notice of Defaults. If a Default or an Event of Default
occurs and is continuing and the Trustee has actual knowledge of such Defaults
or Events of Default, the Trustee shall mail to each Holder notice of the
Default or Event of Default within 30 days after the occurrence thereof. Except
in the case of a Default or an Event of Default in payment of principal of or
interest on any Security or a Default or Event of Default in complying with
Section 8.01, the Trustee may withhold the notice if and so long as a committee
of its Responsible Officers in good faith determines that withholding the notice
is in the interest of the Holders. This Section 6.05 shall be in lieu of the
proviso to (S) 315(b) of the TIA and such proviso to (S) 315(b) of the TIA is
hereby expressly excluded from this Indenture and the Securities, as permitted
by the TIA.

     Section 6.06. Compensation and Indemnity. The Issuer shall pay to the
Trustee and the Agents from time to time, and the Trustee and the Agents shall
be entitled to, such compensation as the Issuer and the Trustee and the Agents
shall from time to time agree in writing for their respective services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuer shall reimburse the Trustee and the
Agents upon request for all reasonable disbursements, expenses and advances,
including all costs and expenses of collection and reasonable fees,
disbursements and expenses of its agents and outside counsel incurred or made by
any of them in addition to the compensation for their respective services except
any such disbursements, expenses and advances as may be attributable to
negligence or willful misconduct of the party to be reimbursed.

     The Issuer shall indemnify the Trustee and the Agents for, and hold them
harmless against any and all loss, damage, claims, liability or expense,
including taxes (other than franchise taxes imposed on the indemnified party and
taxes based upon, measured by or determined by the income of the indemnified
party),

                                       41

<PAGE>

arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending
themselves against or investigating any claim or liability in connection with
the exercise or performance of any of their powers or duties hereunder, except
to the extent that such loss, damage, claim, liability or expense is due to
negligence or willful misconduct of the indemnified party. The indemnified party
shall notify the Issuer promptly of any claim asserted against the indemnified
party for which it may seek indemnity. However, the failure by the indemnified
party to so notify the Issuer shall not relieve the Issuer of its obligations
hereunder unless the Issuer has been prejudiced thereby. The Issuer shall defend
the claim and the indemnified party shall cooperate in the defense at the
expense of the Issuer; provided that the Issuer shall not be liable in any
action or for which it has assumed the defense for the expenses of separate
counsel to the indemnified party unless (1) the employment of separate counsel
has been authorized by the Issuer, (2) the indemnified party has reasonably
concluded (based upon advice of counsel to the indemnified party) that there may
be legal defenses available to the indemnified party that are different from or
in addition to those available to the Issuer or (3) a conflict or potential
conflict exists (based upon advice of counsel to the indemnified party) between
the indemnified party and the Issuer; provided further, however, that in any
such event the reimbursement obligation of the Issuer with respect to separate
counsel of the indemnified party will be limited to the reasonable fees and
expenses of such counsel.

     The Issuer need not pay for any settlement made without its written
consent, which consent shall not be unreasonably withheld. The Issuer need not
reimburse any expense or indemnify against any loss or liability incurred by the
Trustee or an Agent as a result of its own negligence or willful misconduct.

     To secure the payment obligations of the Issuer in this Section 6.06, the
Trustee shall have a Lien prior to the Securities against all money or property
held or collected by the Trustee, in its capacity as Trustee, except money or
property held in trust to pay principal of or interest on particular Securities.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 4.01(f) or Section 4.01(g) occurs, the expenses
(including the reasonable fees and expenses of its agents and counsel) and the
compensation for the services shall be preferred over the status of the Holders
in a proceeding under any Bankruptcy Law and are intended to constitute expenses
of administration under any Bankruptcy Law.

     Section 6.07. Replacement of Trustee. The Trustee may resign at any time
by so notifying the Issuer in writing. The Holders of a majority in Principal
Amount of the outstanding Securities may remove the Trustee by so notifying the
Trustee and the Issuer in writing and may appoint a successor Trustee with the
Issuer's consent. The Issuer may remove the Trustee if:

     (a) the Trustee fails to comply with Section 6.09;

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     (b) the Trustee is adjudged bankrupt or insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;

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

     (d) the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason (the Trustee in such event being referred to herein as
the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a
majority in Principal Amount of the Securities may appoint a successor Trustee
to replace the successor Trustee appointed by the Issuer.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Issuer. As promptly as practicable after
that, the retiring Trustee shall transfer, after payment of all sums then owing
to the Trustee pursuant to Section 6.06, all property held by it as Trustee to
the successor Trustee, subject to the Lien provided in Section 6.06, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have the rights, powers and duties of the Trustee under
this Indenture. A successor Trustee shall mail notice of its succession to each
Holder.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the
Holders of at least 10% in Principal Amount of the outstanding Securities may
petition, at the expense of the Issuer, any court of competent jurisdiction for
the appointment of a successor Trustee.

     If the Trustee fails to comply with Section 6.09, any Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

     Notwithstanding replacement of the Trustee pursuant to this Section 6.07,
the Issuer's obligations under Section 6.06 shall continue for the benefit of
the retiring Trustee.

     Section 6.08. Successor Trustee by Merger, Etc.. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or banking
corporation, the resulting, surviving or transferee corporation or banking
corporation without any further act shall be the successor Trustee; provided,
however, that such corporation shall be otherwise qualified and eligible under
this Article 6.

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     Section 6.09. Eligibility; Disqualification. This Indenture shall always
have a Trustee which shall be eligible to act as Trustee under TIA (S)(S)
310(a)(1) and 310(a)(2). The Trustee shall have a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report
of condition. If the Trustee has or shall acquire any "conflicting interest"
within the meaning of TIA (S) 310(b), the Trustee and the Issuer shall comply
with the provisions of TIA (S) 310(b); provided, however, that there shall be
excluded from the operation of TIA (S) 310(b)(1) any indenture or indentures
under which other securities or certificates of interest or participation in
other securities of the Issuer are outstanding if the requirements for such
exclusion set forth in TIA (S) 310(b)(1) are met. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
6.09, the Trustee shall resign immediately in the manner and with the effect
hereinbefore specified in this Article 6. The provisions of TIA (S) 310 shall
apply to the Issuer and any other obligor of the Securities.

     Section 6.10 . Preferential Collection of Claims Against the Issuer. The
Trustee shall comply with TIA (S) 311(a), excluding any creditor relationship
listed in TIA (S) 311(b). A Trustee who has resigned or been removed shall be
subject to TIA (S) 311(a) to the extent indicated therein.

                                   ARTICLE 7
                Holders' Lists and Reports by Trustee and Issuer

     Section 7.01. Issuer to Furnish Trustee Information as to Names and
Addresses of Holders. The Issuer covenants and agrees that it will furnish or
cause to be furnished to the Trustee:

     (a) Semi-annually, not later than June 1 and December 1 in each year,
commencing June 1, 2004, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of a date not more than 15
days prior to the time such list is furnished and

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

provided, however, that so long as the Trustee is the Registrar, no such list
shall be required to be furnished.

     Section 7.02. Preservation of Information; Communications to Holders. 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 Securities (1)
contained in the most recent list furnished to it as provided in Section 7.01
and (2) received by it in the capacity of Paying Agent or Registrar (if so
acting)

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<PAGE>

hereunder. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

     Section 7.03. Reports by Trustee. Within 60 days after each May 15
beginning with May 15, 2004, the Trustee shall mail to each Holder a brief
report dated as of such June 1 that complies with TIA (S) 313(a), if required by
such TIA (S) 313(a). The Trustee also shall comply with TIA (S) 313(b).

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

     Section 7.04. Reports by Issuer. If at any time while any of the
Securities are "restricted securities" within the meaning of Rule 144, the
Issuer is no longer subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Issuer shall prepare and shall furnish to any Holder,
any beneficial owner of Securities and any prospective purchaser of Securities
designated by a Holder or a beneficial owner of Securities, promptly upon
request, the information required pursuant to Rule 144A(d)(4) (or any successor
thereto) under the Securities Act in connection with the offer, sale or transfer
of Securities.

                                   ARTICLE 8
                    Consolidation, Merger, Sale or Conveyance

     Section 8.01. Consolidations and Mergers of Issuer Permitted Subject to
Certain Conditions. The Issuer shall not consolidate with or merge into any
other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, unless:

     (a) the Issuer is the surviving corporation or the successor is a U.S.
domestic corporation, limited liability company, partnership, trust or other
entity, and assumes by operation of law or expressly, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment (pursuant to this Indenture) of the
Principal Amount, Redemption Price, Purchase Price or Fundamental Change
Purchase Price with respect to any Security and any interest (including
Contingent Interest and Liquidated Damages, if any) on all the Securities and
the performance of every covenant to be performed by the Issuer or observed
hereunder;

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

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<PAGE>

     (c) the Issuer has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel each stating that such consolidation, merger, conveyance,
transfer or lease and such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such transaction
have been met.

     Section 8.02. Rights and Duties of Successor Entity. Upon any consolidation
with or merger into any other corporation, or any conveyance, transfer or lease
of the properties and assets of the Issuer substantially as an entirety in
accordance with Section 8.01, the successor entity formed by such consolidation
or into which the Issuer is merged or to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of the Issuer under this Indenture with the same effect as if
such successor had been named as the Issuer herein, and thereafter, except in
the case of a lease, the Issuer shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                   ARTICLE 9
                       Amendments, Supplements And Waivers

     Section 9.01. Without Consent of Holders. The Issuer, when authorized by a
resolution of the Board of Directors, and the Trustee may amend or supplement
this Indenture or the Securities without notice to or consent of any Holder:

     (a) to cure any ambiguity, defect or inconsistency; provided, however, that
such amendment or supplement does not adversely affect the rights of any Holder;

     (b) to effect the assumption by a successor Person of all obligations of
the Issuer under the Securities and this Indenture in connection with any
transaction complying with Article 8 of this Indenture;

     (c) to provide for uncertificated Securities in addition to or in place of
certificated Securities;

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

     (e) to make any change that would provide any additional benefit or rights
to the Holders;

     (f) to make any other change that does not adversely affect the rights of
any Holder under this Indenture; or

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<PAGE>

     (g) to add to the covenants of the Issuer for the benefit of the Holders,
or to surrender any right or power herein conferred upon the Issuer;

provided, however, that if required by the Trustee, the Issuer has delivered to
the Trustee an Opinion of Counsel stating that such amendment or supplement
complies with the provisions of this Section 9.01.

     Section 9.02. With Consent of Holders. Subject to Section 4.07, the Issuer,
when authorized by a Board Resolution, and the Trustee may modify, amend or
supplement, or waive compliance by the Issuer with any provision of, this
Indenture or the Securities with the written consent of the Holders of at least
a majority in Principal Amount of the outstanding Securities. However, without
the consent of each Holder affected, no such modification, amendment, supplement
or waiver, including a waiver pursuant to Section 4.04, may:

     (a) reduce the Principal Amount of or change the Stated Maturity Date of
any Security or alter the provisions with respect to the repurchase or
redemption of the Securities;

     (b) reduce the rate of or change the time for payment of interest on any
Security, including Contingent Interest or Liquidated Damages;

     (c) make any Security payable in money other than that stated in the
Securities or as otherwise permitted in this Indenture;

     (d) make any change in the provisions of this Indenture relating to the
rights of Holders of Securities to receive payments of principal of or premium,
if any, or interest on the Securities or to bring suit to enforce such payment;

     (e) adversely affect the rights of Holders of the Securities under the
conversion provisions of this Indenture;

     (f) reduce the percentage of the Principal Amount of outstanding Securities
necessary for amendment to or waiver of compliance with any provision of this
Indenture or the Securities or for waiver of any Default in respect thereof;

     (g) waive a Default or Event of Default in the payment of principal of or
premium, if any, or interest on the Securities (except a rescission of
acceleration of the Securities by the Holders thereof as provided in Section
4.02 and a waiver of the payment default that resulted from such acceleration);
or

     (h) after the Issuer's obligation upon the occurrence of a Fundamental
Change to purchase the Securities arises under this Indenture, amend, modify or
change its obligation to make or consummate a purchase offer or waive any
default in the performance thereof or modify any of the provisions or
definitions with respect to any such offers.

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<PAGE>

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

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Issuer shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Issuer to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amendment, supplement or waiver.

     Section 9.03. Compliance with Trust Indenture Act. Every amendment to or
supplement of this Indenture or the Securities shall comply with the TIA as then
in effect.

     Section 9.04. Record Date for Consents and Effect of Consents. The Issuer
may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders of Securities entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then those persons who were
Holders of Securities at such record date (or their duly designated proxies),
and only those persons, shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not
such persons continue to be Holders of such Securities after such record date.
No such consent shall be valid or effective for more than 90 days after such
record date. The Trustee is entitled to rely upon any electronic instruction
from beneficial owners to the Holders of any Global Security.

     After an amendment, supplement or waiver becomes effective, it shall bind
every Holder, unless it makes a change described in any of clauses (a) through
(i) of Section 9.02. In that case the amendment, supplement or waiver shall bind
each Holder of a Security who has consented to it and every subsequent Holder of
a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security.

     Section 9.05. Notation on or Exchange of Securities. If an amendment,
supplement or waiver changes the terms of a Security, the Trustee may require
the Holder of the Security to deliver it to the Trustee. The Trustee may place
an appropriate notation on the Security about the changed terms and return it to
the Holder. Alternatively, if the Issuer or the Trustee so determine, the Issuer
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or issue a new Security shall not affect the validity and effect of
such amendment, supplement or waiver.

     Section 9.06. Trustee to Sign Amendments, Etc.. The Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article 9 is authorized or permitted by this
Indenture

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<PAGE>

and that such amendment, supplement or waiver constitutes the legal, valid and
binding obligation of the Issuer, enforceable in accordance with its terms
(subject to customary exceptions). The Trustee may, but shall not be obligated
to, execute any such amendment, supplement or waiver which affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise. In signing
any amendment, supplement or waiver, the Trustee shall be entitled to receive an
indemnity reasonably satisfactory to it.

                                   ARTICLE 10
                             Covenants of the Issuer

     Section 10.01. Payment of Principal, Premium and Interest. The Issuer
covenants and agrees that it will duly and punctually pay or cause to be paid
all payments in respect of the Securities in accordance with the terms of the
Securities and this Indenture. Any amounts to be given to the Trustee or Paying
Agent shall be deposited with the Trustee or Paying Agent by 11:00 a.m. New York
City time by the Issuer at the latest on the day such payment is due. Principal
Amount, Redemption Price, Purchase Price, Fundamental Change Purchase Price and
interest (including Contingent Interest and Liquidated Damages, if any), shall
be considered paid on the applicable date due if on such date (or, in the case
of a Purchase Price or Fundamental Change Purchase Price, on the Business Day
following the applicable Purchase Date or Fundamental Change Purchase Date, as
the case may be) the Trustee or the Paying Agent holds, in accordance with this
Indenture, money or securities, if permitted hereunder, sufficient to pay all
such amounts then due.

     Section 10.02. Maintenance of Office or Agency. The Issuer shall maintain
an office or agency of the Trustee, Registrar, Paying Agent and Conversion Agent
where the Securities may be presented or surrendered for payment, where the
Securities may be surrendered for registration of transfer or exchange, where
the Securities may be surrendered for purchase, redemption or conversion and
where notices and demands to or upon the Issuer in respect of the Securities and
this Indenture may be served. The office of the Paying Agent, at 101 Barclay
Street, 8W, New York, NY 10286, Attention: Corporate Trust Administration, shall
initially be such office or agency for all of the aforesaid purposes. The Issuer
will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Issuer 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 of the Trustee, and
the Issuer hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

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<PAGE>

     The Issuer may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations.

     Section 10.03. Money for Securities Payments to be Held in Trust. If the
Issuer shall at any time act as its own Paying Agent with respect to the
Securities, it will, on or before each due date of the Principal Amount,
Redemption Price, Purchase Price, Fundamental Change Purchase Price and interest
(including Contingent Interest and Liquidated Damages, if any) on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay such sums so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided. The Issuer
will promptly notify the Trustee of any failure by the Issuer to take such
action or failure so to act.

     Whenever the Issuer shall have one or more Paying Agents for the
Securities, it will, on or prior to each due date of the Principal Amount,
Redemption Price, Purchase Price, Fundamental Change Purchase Price and interest
(including Contingent Interest and Liquidated Damages, if any) on any
Securities, deposit with a Paying Agent a sum sufficient to pay such amounts so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such amounts, and (unless such Paying Agent is the Trustee) the
Issuer will promptly notify the Trustee of its action or failure so to act.

     The Issuer will cause each Paying Agent, other than the Trustee or an
Affiliate of the Issuer, to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 10.03, that such Paying Agent will:

          (i) hold all sums held by it for the payment of the Principal Amount,
     Redemption Price, Purchase Price, Fundamental Change Purchase Price and
     interest (including Contingent Interest and Liquidated Damages, if any) on
     the Securities (whether such sums have been paid to it by the Issuer or by
     any other obligor on the Securities) in trust for the benefit of the
     Persons entitled thereto;

          (ii) give the Trustee notice of any failure by the Issuer (or any
     other obligor upon the Securities) to make any payment of the Principal
     Amount, Redemption Price, Purchase Price, Fundamental Change Purchase Price
     and interest (including Contingent Interest and Liquidated Damages, if any)
     on the Securities when the same shall be due and payable; and

          (iii) at any time during the continuance of any Event of Default, upon
     the written request of the Trustee, forthwith pay to the Trustee all sums
     so held in trust by such Paying Agent.

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<PAGE>

     Anything in this Section 10.03 to the contrary notwithstanding, the Issuer
may, at any time, for the purpose of obtaining satisfaction and discharge of
this Indenture, or for any other reason, pay, or by Issuer Order direct any
Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Issuer or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.

     Section 10.04. Compliance Certificate. The Issuer shall deliver to the
Trustee within 120 days after the close of each fiscal year an Officers'
Certificate stating that a review of the activities of the Issuer has been made
under the supervision of the signing officer with a view to determining whether
a Default or Event of Default has occurred and whether or not the signers know
of any Default or Event of Default by the Issuer that occurred during such
fiscal year and if they do know of such a Default or Event of Default, its
status and the action the Issuer is taking or proposes to take with respect
thereto. The first certificate to be delivered by the Issuer pursuant to this
Section 10.04 shall be for the fiscal year ending December 31, 2003.

     Section 10.05. Calculation of Original Issue Discount. The Issuer shall
file with the Trustee promptly at the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on the Securities as of the end of such year and
(ii) such other specific information relating to such original issue discount as
may then be reasonably requested by the Trustee and relevant under the Internal
Revenue Code of 1986, as amended from time to time.

     Section 10.06. Further Instruments and Acts. The Issuer will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper or as the Trustee may request to carry out more effectively
the purposes of this Indenture.

     Section 10.07. Statement by Officers as to Default. The Issuer shall
deliver to the Trustee, as soon as possible and in any event within five days
after the Issuer becomes aware of the occurrence of any Event of Default or an
event which, with notice or the lapse of time or both, would constitute an Event
of Default, an Officers' Certificate setting forth the details of such Event of
Default or default and the action which the Issuer proposes to take with respect
thereto.

                                   ARTICLE 11
                            Redemption of Securities

     Section 11.01. Right to Redeem; Notices to Trustee. Prior to June 13,
2008, the Securities shall not be redeemable at the option of the Issuer.
Beginning on June 13, 2008 and until the Stated Maturity Date, the Securities

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<PAGE>

are redeemable for cash as a whole, or from time to time in part, at the option
of the Issuer at the Redemption Price; provided that if the Redemption Date is
any day during the period from the close of business on any Regular Record Date
immediately preceding any Interest Payment Date to the close of business on such
Interest Payment Date, accrued and unpaid interest (including Contingent
Interest or Liquidated Damages, if any) shall be paid to the Holder of record as
of the applicable Regular Record Date, rather than to the Holder presenting the
Security for redemption. If the Issuer elects to redeem Securities, it shall
notify the Trustee in writing of the Redemption Date, the Principal Amount of
Securities to be redeemed and the Redemption Price.

     The Issuer shall give the notice to the Trustee provided for in this
Section 11.01 by a Issuer Order at least 30 days before the Redemption Date.

     Section 11.02. Selection of Securities to Be Redeemed. If less than all
the Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed pro rata or by lot or by any other method the Trustee considers fair
and appropriate (so long as such method is not prohibited by the rules of any
stock exchange on which the Securities are then listed). The Trustee shall make
the selection at least 15 days but not more than 60 days before the Redemption
Date from outstanding Securities not previously called for redemption. The
Trustee may select for redemption portions of the Principal Amount of Securities
that have denominations equal to or larger than $1,000. Securities and portions
of them the Trustee selects shall be in Principal Amounts of $1,000 or an
integral multiple of $1,000. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Issuer promptly of the Securities or
portions of Securities to be redeemed.

     Section 11.03. Notice of Redemption. At least 30 days but not more than 60
days before a Redemption Date, the Issuer shall mail a notice of redemption by
first-class mail, postage prepaid, to each Holder of Securities to be redeemed.

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

     (a) the Redemption Date;

     (b) the Redemption Price;

     (c) the Conversion Rate;

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

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

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<PAGE>

     (f) that Holders who want to convert Securities must satisfy the
requirements set forth in the applicable provisions of the Securities;

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

     (h) if fewer than all the outstanding Securities are to be redeemed, the
certificate number and Principal Amounts of the particular Securities to be
redeemed;

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

     (j) the CUSIP number of the Securities.

     At the Issuer's request, the Trustee shall give the notice of redemption in
the Issuer's name and at the Issuer's expense, provided that the Issuer makes
such request at least three Business Days prior to such notice of redemption.

     If the Issuer redeems fewer than all of the outstanding Securities, the
Trustee may select the Securities by lot, pro rata, or by another method the
Trustee considers fair and appropriate. If the Trustee selects a portion of a
Holder's Securities for partial redemption and such Holder converts a portion of
such Securities, the converted portion will be deemed, to the extent
practicable, to be the portion selected for redemption.

     Section 11.04. Effect of Notice of Redemption. Once notice of redemption
is mailed, Securities called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice, except for
Securities which are converted in accordance with the terms of this Indenture.
Upon surrender to the Paying Agent, such Securities shall be paid at the
Redemption Price stated in the notice.

     Section 11.05. Deposit of Redemption Price. Prior to 11:00 a.m., New York
City time on the Redemption Date, the Issuer shall deposit with the Paying Agent
(or if the Issuer or a Subsidiary or an Affiliate of either of them is the
Paying Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price of all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which on or prior
thereto have been delivered by the Issuer to the Trustee for cancellation or
have been converted. The Paying Agent shall as promptly as practicable return to
the Issuer any money not required for that purpose. If such money is then held
by the Issuer in trust and is not required for such purpose it shall be
discharged from such trust.

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<PAGE>

     Section 11.06. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Issuer shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in an authorized
denomination equal in Principal Amount to the unredeemed portion of the Security
surrendered.

     Section 11.07. Conversion Arrangement on Call for Redemption. In connection
with any redemption of Securities, the Issuer may arrange for the purchase and
conversion of any Securities called for redemption by an agreement with one or
more investment bankers or other purchasers to purchase such Securities by
paying to a Paying Agent in trust for the Holders, on or before 11:00 A.M. New
York City time on the Redemption Date, an amount that, together with any amounts
deposited with such Paying Agent by the Issuer for the redemption of such
Securities, is not less than the Redemption Price of such Securities.
Notwithstanding anything to the contrary contained in this Article, the
obligation of the Issuer to pay the Redemption Price of such Securities shall be
deemed to be satisfied and discharged to the extent such amount is so paid by
such purchasers; provided, however, that nothing in this Section 11.07 shall
relieve the Issuer of its obligation to pay the Redemption Price of the
Securities called for redemption. If such an agreement is entered into, any
Securities called for redemption and not surrendered for conversion by the
Holders thereof prior to the relevant Redemption Date may, at the option of the
Issuer upon written notice to the Trustee, be deemed, to the fullest extent
permitted by law, acquired by such purchasers from such Holders and
(notwithstanding anything to the contrary contained in Article 12) surrendered
by such purchasers for conversion, all as of immediately prior to the close of
business on the Business Day immediately prior to the Redemption Date, subject
to payment of the above amount as aforesaid. The Paying Agent shall hold and pay
to the Holders whose Securities are selected for redemption any such amount paid
to it for purchase in the same manner as it would money deposited with it by the
Issuer for the redemption of the Securities. Without the Paying Agent's prior
written consent, no arrangement between the Issuer and such purchasers for the
purchase and conversion of any Securities shall increase or otherwise affect any
of the powers, duties, responsibilities or obligations of the Paying Agent as
set forth in this Indenture, and the Issuer agrees to indemnify the Paying Agent
from, and hold it harmless against, any loss, liability or expense arising out
of or in connection with any such arrangement for the purchase and conversion of
any Securities between the Issuer and such purchasers, including the costs and
expenses incurred by the Paying Agent in the defense of any claim or liability
reasonably incurred without negligence or bad faith on its part arising out of
or in connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under this Indenture, in accordance with the
indemnity provisions applicable to the Trustee set forth herein.

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                                   ARTICLE 12
                                   Conversion

     Section 12.01. Conversion Rights. The Securities shall be convertible in
accordance with their terms and in accordance with and subject to this Article
into a number of shares of Common Stock per $1,000 Principal Amount of
Securities equal to the Conversion Rate (except in the case of a Principal Value
Conversion).

     A Holder of a Security otherwise entitled to a fractional share upon the
conversion thereof shall receive cash in an amount equal to the value of such
fractional share based on the Applicable Stock Price with respect to such
conversion.

     Upon determination by the Issuer that Holders are or will be entitled to
convert their Securities pursuant to this Article 12, the Issuer shall notify
the Trustee thereof, which notice shall be in the form of an Officers'
Certificate, and the Issuer shall issue a press release and publish such
determination on the Issuer's website on the World Wide Web.

     Holders may surrender Securities for conversion into shares of Common Stock
only if at least one of the conditions described in Section 12.02 through
Section 12.06 is satisfied. In addition, a Security in respect of which a Holder
has delivered a Purchase Notice or Fundamental Change Purchase Notice exercising
the option of such Holder to require the Issuer to purchase such Security may be
converted only if such notice of exercise is withdrawn in accordance with the
terms of the Indenture.

     Section 12.02. Conversion Rights Based on Common Stock Price.

     (a) On or prior to December 31, 2007, a Holder may surrender Securities or
portions thereof in integral multiples of $1,000 Principal Amount for conversion
into Common Stock in any fiscal quarter (and only during such fiscal quarter)
commencing after September 30, 2003, if the Closing Sale Price of the Common
Stock for at least 20 Trading Days in a period of 30 consecutive Trading Days
ending on the last Trading Day of the preceding fiscal quarter is more than 120%
of the Base Conversion Price.

     (b) A Holder may surrender Securities or portions thereof in integral
multiples of $1,000 Principal Amount for conversion into Common Stock at any
time after December 31, 2007, if the Closing Sale Price of the Common Stock for
at least 20 Trading Days in a period of 30 consecutive Trading Days ending on
the last Trading Day of any fiscal quarter commencing after September 30, 2007
is more than 120% of the Base Conversion Price.

     Section 12.03. Conversion Rights Upon Credit Rating Events. Holders may
surrender Securities or portions thereof in integral multiples of $1,000

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Principal Amount for conversion into Common Stock at any time after the earlier
of (1) the date on which the credit rating assigned to the Securities by S&P is
below B-, or the credit rating assigned to the Securities by Moody's is below B3
and (2) July 31, 2003 if either S&P or Moody's does not assign a rating to the
Securities on or prior to such day.

     Section 12.04. Conversion Rights Upon Notice of Redemption. Holders may
surrender for conversion in integral multiples of $1,000 Principal Amount any
Securities called for redemption under Article 11 hereof at any time prior to
the close of business on the Business Day immediately preceding the Redemption
Date, even if the Securities are not otherwise convertible at such time.

     Section 12.05. Conversion Rights Upon Occurrence of Certain Corporate
Transactions.

     If the Issuer is a party to a consolidation, merger or binding share
exchange pursuant to which shares of Common Stock would be converted into cash,
securities or other property, any Security may be surrendered for conversion in
integral multiples of $1,000 Principal Amount at any time from and after the
date that is 15 days prior to the anticipated effective date of the transaction
until 15 days after the actual date of such transaction (or, if such
consolidation, merger or share exchange also constitutes a Fundamental Change,
until the Fundamental Change Purchase Date) and, at the effective time of the
transaction, the right to convert a Security into shares of Common Stock shall
be changed into a right to convert such Security into the kind and amount of
cash, securities or other property of the Issuer or another Person that the
Holder would have received if the Holder had converted such Security immediately
prior to the transaction.

     If the Issuer distributes to all holders of Common Stock (1) rights or
warrants entitling them to purchase, for a period expiring within 45 days of the
record date for such distribution, Common Stock at less than the average Closing
Sale Price for the 10 Trading Days preceding the declaration date for such
distribution, or (2) cash, assets, debt securities or rights to purchase the
Issuer's securities, which distribution has a per share value exceeding 5% of
the Closing Sale Price of the Common Stock on the Trading Day immediately
preceding the declaration date for such distribution, the Securities may be
surrendered for conversion in integral multiples of $1,000 Principal Amount
beginning on the date that the Issuer gives notice to the Holders of such right,
which shall not be less than 20 days prior to the time ("Ex-Dividend Time")
immediately prior to the commencement of "ex-dividend" trading for such
distribution on the New York Stock Exchange or such other principal national or
regional exchange or market on which the Common Stock is then listed or quoted
for such dividend or distribution, and Securities may be surrendered for
conversion at any time thereafter until the earlier of close of business on the
Business Day prior to the Ex-Dividend Time and the date the Issuer announces
that such dividend or

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<PAGE>

distribution will not take place. Notwithstanding the foregoing, Holders shall
not have the right to surrender Securities for conversion pursuant to this
Section 12.05 if they will otherwise participate in the distribution described
above without first converting Securities into Common Stock.

     Section 12.06. Conversion Upon Satisfaction of Trading Price Condition.

     (a) Securities may be surrendered for conversion into Common Stock, in
integral multiples of $1,000 Principal Amount any time during the five Business
Day period after any five consecutive Trading Day period in which the Trading
Price per $1,000 Principal Amount of the Securities for each day of such five
Trading Day period was less than 95% of the product of the Closing Sale Price
and the Conversion Rate as of such Trading Day (determined based on such Closing
Sale Price rather than the Applicable Stock Price).

     (b) Notwithstanding the foregoing, if, on the date of any conversion
pursuant to Section 12.06(a) that is on or after June 9, 2018, the Closing Sale
Price of the Common Stock is greater than the Effective Conversion Price, the
Holders of Securities surrendered for conversion shall receive, in lieu of
Common Stock based on the Conversion Rate, Common Stock with a value equal to
the Principal Amount of Securities plus accrued and unpaid interest, if any,
including Contingent Interest and Liquidated Damages, if any, as of the
Conversion Date ("Principal Value Conversion"). Common Stock delivered upon a
Principal Value Conversion will be valued at the greater of the Effective
Conversion Price on the Conversion Date and the Applicable Stock Price as of the
Conversion Date and will be delivered no later than the third Business Day
following the determination of the Applicable Stock Price.

     (c) In connection with any conversion pursuant to this Section 12.06, the
Trustee shall not have any obligation to determine the Trading Price of the
Securities. If a Holder provides the Issuer with reasonable evidence that the
Trading Price per Security would be less than 95% of the product of the Closing
Sale Price of the Common Stock and the Conversion Rate then in effect
(determined based on such Closing Sale Price rather than the Applicable Stock
Price), the Issuer shall determine the Trading Price of the Securities beginning
on the next Trading Day and on each successive Trading Day until the Trading
Price per such Security is greater than or equal to 95% of the product of the
Closing Sale Price of the Common Stock and the Conversion Rate as of such
Trading Day (determined based on such Closing Sale Price rather than the
Applicable Stock Price).

     Section 12.07. Conversion Procedures. To convert a Security, a Holder must
(a) complete and manually sign the Conversion Notice or a facsimile of the
conversion notice on the back of the Security (the "Conversion Notice") and
deliver such notice to the Conversion Agent, (b) surrender the Security to a
Conversion Agent, (c) furnish appropriate endorsements and transfer documents

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<PAGE>

if required by the Registrar or the Conversion Agent, (d) pay any transfer or
similar tax, if required and (e) if required, pay funds equal to the interest
payable on the next Interest Payment Date. The date on which the Holder
satisfies all of those requirements is the "Conversion Date." The Issuer shall
deliver to the Holder through the Conversion Agent, no later than the third
Business Day following the date on which the Applicable Stock Price is
determined by the Issuer, a certificate for the number of whole shares of Common
Stock issuable upon the conversion and, if applicable, cash in lieu of any
fractional shares pursuant to Section 12.08. Anything herein to the contrary
notwithstanding, in the case of Global Securities, Conversion Notices may be
delivered and such Securities may be surrendered for conversion in accordance
with the applicable procedures of the Depositary as in effect from time to time.
The Person in whose name the Common Stock certificate is registered shall be
deemed to be a shareholder of record at the close of business on the date on
which the Applicable Stock Price is determined by the Issuer with respect to the
applicable Conversion Date; provided, however, that if any such date is a date
when the stock transfer books of the Issuer are closed, such Person shall be
deemed a shareholder of record as of the next date on which the stock transfer
books of the Issuer are open.

     No payment or adjustment shall be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article. On conversion of a Security, except for conversion during the period
from the close of business on any Regular Record Date immediately preceding any
Interest Payment Date to the close of business on the Business Day immediately
preceding such Interest Payment Date, in which case the Holder on such Regular
Record Date shall receive the interest payable on such Interest Payment Date,
that portion of accrued and unpaid interest, including Contingent Interest, if
any, on the converted Security attributable to the period from the most recent
Interest Payment Date (or, if no Interest Payment Date has occurred, from the
Issue Date) through the Conversion Date shall not be cancelled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through delivery of the Common Stock (together with the cash payment, if any, in
lieu of fractional shares) in exchange for the Security being converted pursuant
to the provisions hereof, and the fair market value of such shares of Common
Stock (together with any such cash payment in lieu of fractional shares) shall
be treated as issued, to the extent thereof, first in exchange for accrued and
unpaid interest (including Contingent Interest, if any) accrued through the
Conversion Date and the balance, if any, of such fair market value of such
Common Stock (and any such cash payment) shall be treated as issued in exchange
for the Principal Amount of the Security being converted pursuant to the
provisions hereof.

     The Issuer agrees, and by acceptance of a beneficial interest in a Security
each Holder and any beneficial owner of a Security shall be deemed to agree, to
treat, for United States federal income tax purposes, the fair market value of
the

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Common Stock received upon the conversion of a Security (together with any cash
payment in lieu of fractional shares) as a contingent payment on the Security
for purposes of Treasury Regulation Section 1.1275-4(b).

     If a Holder converts more than one Security at the same time, the number of
shares of Common Stock issuable upon the conversion shall be based on the
aggregate Principal Amount of Securities converted.

     Upon surrender of a Security that is converted in part, the Issuer shall
execute, and the Trustee shall authenticate and deliver to the Holder, a new
Security equal in principal amount equal to the Principal Amount of the
unconverted portion of the Security surrendered.

     Section 12.08. Fractional Shares. The Issuer shall not deliver a fractional
share of Common Stock upon conversion of a Security. Instead, the Issuer will
deliver cash for the current market value of the fractional share. The current
market value of a fractional share of Common Stock shall be determined, to the
nearest 1/1,000th of a share, by multiplying the Applicable Stock Price in
effect with respect to the applicable Conversion Date of a full share of Common
Stock by the fractional amount and rounding the product to the nearest whole
cent.

     Section 12.09. Taxes on Conversion. If a Holder converts a Security, the
Issuer shall pay any documentary, stamp or similar issue or transfer tax due on
the delivery of shares of Common Stock upon such conversion. However, the Holder
shall pay any such tax which is due because the Holder requests the shares to be
delivered in a name other than the Holder's name. The Conversion Agent may
refuse to deliver the certificate representing the Common Stock being delivered
in a name other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be
delivered in a name other than the Holder's name. Nothing herein shall preclude
any tax withholding required by law or regulation.

     Section 12.10. Reservation of Shares, Shares to Be Fully Paid; Compliance
with Governmental Requirements; Listing of Common Stock.

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

     (b) (i) The Issuer covenants that all shares of Common Stock which may be
delivered upon conversion of Securities shall have been duly authorized and upon
issue and delivery in accordance with the terms of this

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Indenture shall be validly issued, fully paid and non-assessable by the Issuer
and free from all taxes, Liens, preemptive or similar rights and charges with
respect to the issue thereof.

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

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

     Section 12.11. Adjustment of Conversion Rate. The Base Conversion Rate
shall be adjusted from time to time by the Issuer as follows:

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

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

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

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such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. If any dividend or
distribution of the type described in this Section 12.11(a) is declared but not
so paid or made, the Base Conversion Rate shall again be adjusted to the Base
Conversion Rate that would then be in effect if such dividend or distribution
had not been declared.

     (b) In case the Issuer shall issue rights or warrants to all holders of its
outstanding shares of Common Stock entitling them (for a period expiring within
forty-five (45) days after the date fixed for determination of stockholders
entitled to receive such rights or warrants) to subscribe for or purchase shares
of Common Stock at a price per share less than the average of the Closing Sale
Prices of the Common Stock for the 10 Trading Days preceding the declaration
date for such distribution, the Base Conversion Rate shall be increased so that
the same shall equal the rate determined by multiplying the Base Conversion Rate
in effect immediately prior to the date fixed for determination of stockholders
entitled to receive such rights or warrants by a fraction,

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

          (ii) the denominator of which shall be the sum of the number of shares
     of Common Stock outstanding at the close of business on the date fixed for
     determination of stockholders 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 a price equal to the average
     of the Closing Sale Prices of the Common Stock for the 10 Trading Days
     preceding the declaration date for such distribution.

     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 stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock are not delivered after the expiration of such rights or warrants, the
Base Conversion Rate shall be readjusted to the Base Conversion Rate that would
then be in effect had the adjustments made upon the issuance of such rights or
warrants been made on the basis of delivery of only the number of shares of
Common Stock actually delivered. If such rights or warrants are not so issued,
the Base Conversion Rate shall again be adjusted to be the Base Conversion Rate
that would then be in effect if such date fixed for the determination of
stockholders entitled to receive such rights or warrants had not been fixed. In
determining whether any rights or warrants entitle the holders to subscribe for
or purchase shares of Common Stock at a price less than the average of the
Closing Sale Prices of the Common Stock for the 10 Trading Days preceding the

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<PAGE>

declaration date for such distribution, and in determining the aggregate
offering price of such shares of Common Stock, there shall be taken into account
any consideration received by the Issuer for such rights or warrants and any
amount payable on exercise or exchange thereof, the value of such consideration,
if other than cash, to be determined by the Board of Directors.

     (c) In case outstanding shares of Common Stock shall be subdivided into a
greater number of shares of Common Stock, the Base Conversion Rate in effect at
the opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Base 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 Issuer shall, by dividend or otherwise, distribute to all
holders of its Common Stock shares of any class of its capital stock or
evidences of its indebtedness or assets (including securities, but excluding (x)
any rights or warrants referred to in Section 12.11(b), (y) any dividend or
distribution (I) paid exclusively in cash or (II) referred to in Section
12.11(a) and (z) any distribution referred to in Section 12.11(g)) (any of the
foregoing hereinafter in this Section 12.11(d) called the "Distributed
Property")), then, in each such case, the Base Conversion Rate shall be
increased so that the same shall be equal to the rate determined by multiplying
the Base 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 Board of
     Directors, whose determination shall be conclusive, and described in a
     resolution of the Board of Directors) on the Record Date of the portion of
     the Distributed Property so distributed applicable to one share of Common
     Stock,

such adjustment to become effective immediately prior to the opening of business
on the day following such Record Date; provided that if the then Fair Market
Value (as so determined) of the portion of the Distributed Property so
distributed applicable to one share of Common Stock 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 Holder shall have the
right to receive upon conversion the amount of Distributed Property such Holder
would have received had such holder converted each Security on the Record

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<PAGE>

Date. If such dividend or distribution is not so paid or made, the Base
Conversion Rate shall again be adjusted to be the Base Conversion Rate that
would then be in effect if such dividend or distribution had not been declared.
If the Board of Directors determines the Fair Market Value of any distribution
for purposes of this Section 12.11(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 Issuer to all holders of Common Stock
entitling the holders thereof to subscribe for or purchase shares of the
Issuer's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 12.11 (and no adjustment to the Base Conversion Rate
under this Section 12.11 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 Base
Conversion Rate shall be made under this Section 12.11(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 Base Conversion Rate under this Section 12.11 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 Base Conversion Rate
shall be readjusted upon such final redemption or repurchase to give effect to
such distribution or Trigger Event, as the case may be, as though it were a cash
distribution, equal to the per share redemption or repurchase price received by
a holder or holders of Common Stock with respect to such rights or warrants
(assuming such holder had retained such rights or warrants), made to all holders
of Common Stock as of the date of such redemption or repurchase, and (2) in the
case of such rights or warrants that shall have expired or been terminated
without exercise thereof, the Base Conversion Rate shall be readjusted as if
such expired or terminated rights and warrants had not been issued.

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     For purposes of this Section 12.11(d) and Section 12.11(a) and (b), any
dividend or distribution to which this Section 12.11(d) is applicable that also
includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock (or both), shall be deemed instead to be (1) a
dividend or distribution of the evidences of indebtedness, assets or shares of
capital stock other than such shares of Common Stock or rights or warrants (and
any Base Conversion Rate adjustment required by this Section 12.11(d) with
respect to such dividend or distribution shall then be made) immediately
followed by (2) a dividend or distribution of such shares of Common Stock or
such rights or warrants (and any further Base Conversion Rate adjustment
required by Sections 12.11(a) and 12.11(b) with respect to such dividend or
distribution shall then be made), except (A) the Record Date of such dividend or
distribution shall be substituted as "the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution", "the date
fixed for the determination of stockholders entitled to receive such rights or
warrants" and "the date fixed for such determination" within the meaning of
Section 12.11(a) and 12.11(b) and (B) any shares of Common Stock included in
such dividend or distribution shall not be deemed "outstanding at the close of
business on the date fixed for such determination" within the meaning of Section
12.11(a).

     (e) In case the Issuer shall, by dividend or otherwise, distribute to all
holders of its Common Stock cash, excluding any dividend or distribution in
connection with the liquidation, dissolution or winding up of the Issuer,
whether voluntary or involuntary, to the extent that the aggregate amount of
cash distributions per share of Common Stock in any twelve month period exceeds
the greater of (x) the annualized amount per share of Common Stock of the next
preceding quarterly cash dividend on the Common Stock to the extent that such
preceding quarterly dividend did not require any adjustment of the Base
Conversion Rate pursuant to this Section 12.11(e) (as adjusted to reflect
subdivisions, or combinations of the Common Stock), and (y) 5% of the average of
the Closing Sale Price during the ten Trading Days immediately prior to the date
of declaration of such dividend, then, in such case, the Base Conversion Rate
shall be increased so that the same shall equal the rate determined by
multiplying the Base 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 (in the case of a
     distribution that is a quarterly dividend, including only the amount of
     cash distributed in excess of the threshold set forth above) applicable to
     one share of Common Stock,

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<PAGE>

such adjustment to be effective immediately prior to the opening of business on
the day following the record date; provided that if the portion of the cash so
distributed applicable to one share of Common Stock 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 Holder shall have the
right to receive upon conversion the amount of cash such holder would have
received had such holder converted each Security on the Record Date. If such
dividend or distribution is not so paid or made, the Base Conversion Rate shall
again be adjusted to be the Base Conversion Rate that would then be in effect if
such dividend or distribution had not been declared. If any adjustment is
required to be made as set forth in this Section 12.11(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 quarterly cash
dividend permitted to be excluded pursuant hereto. If an adjustment is required
to be made as set forth in this Section 12.11(e) above as a result of a
distribution that is not a quarterly dividend, such adjustment shall be based
upon the full amount of the distribution.

     (f) In case a tender or exchange offer made by the Issuer or any Subsidiary
for all or any portion of the Common Stock shall expire and such tender or
exchange offer (as amended upon the expiration thereof) shall require the
payment to stockholders of consideration per share of Common Stock having a Fair
Market Value (as determined by the Board of Directors, whose determination shall
be conclusive and described in a resolution of the Board of Directors) that as
of the last time (the "Expiration Time") tenders or exchanges may be made
pursuant to such tender or exchange offer (as it may be amended) exceeds the
Closing Sale Price of a share of Common Stock on the Trading Day next succeeding
the Expiration Time, the Base Conversion Rate shall be increased so that the
same shall equal the rate determined by multiplying the Base 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
     stockholders based on the acceptance (up to any maximum specified in the
     terms of the tender or exchange offer) of all shares validly tendered or
     converted and not withdrawn as of the Expiration Time (the shares deemed so
     accepted up to any such maximum, being referred to as the "Purchased
     Shares") and (y) the product of the number of shares of Common Stock
     outstanding (less any Purchased Shares) at the Expiration Time and the
     Closing Sale Price of a share of Common Stock on the Trading Day next
     succeeding the Expiration Time, and

          (ii) the denominator of which shall be the number of shares of Common
     Stock outstanding (including any tendered or converted shares) at the
     Expiration Time multiplied by the Closing Sale Price of a share of

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     Common Stock on the Trading Day next succeeding the Expiration Time,

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

     (g) If the Issuer pays a dividend or makes a distribution to all holders of
its Common Stock 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
Issuer, the Base Conversion Rate shall be increased so that the same shall be
equal to the rate determined by multiplying the Base 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 Stock 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 The
     New York Stock Exchange 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 share of Common Stock for which this Section 12.11(g)
     applies and shall equal the number of securities distributed in respect of
     each share of Common Stock 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; and

          (ii) the denominator of which shall be the average of the Closing Sale
     Prices of the Common Stock 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 Stock 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 share of Common Stock for which this Section
12.11(g) applies (as calculated in Section 12.11(g)(i)(B) above) is less than
$1.00, then the adjustment provided by for by this Section 12.11(g) shall not be
made and in lieu thereof the provisions of Section 12.14 shall apply to such
distribution.

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     (h) In case of a tender or exchange offer made by a Person other than the
Issuer or any Subsidiary for an amount that increases the offeror's ownership of
Common Stock to more than twenty-five percent (25%) of the Common Stock
outstanding and shall involve the payment by such Person of consideration per
share of Common Stock having a Fair Market Value (as determined by the Board of
Directors, whose determination shall be conclusive, and described in a
resolution of the Board of Directors) that as of the last time (the "Offer
Expiration Time") tenders or exchanges may be made pursuant to such tender or
exchange offer (as it shall have been amended) that exceeds the Current Market
Price of the Common Stock on the Trading Day next succeeding the Offer
Expiration Time, and in which, as of the Offer Expiration Time the Board of
Directors is not recommending rejection of the offer, the Base Conversion Rate
shall be adjusted so that the same shall equal the rate determined by
multiplying the Base 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 of the aggregate consideration payable to stockholders based on the
     acceptance (up to any maximum specified in the terms of the tender or
     exchange offer) of all shares validly tendered or exchanged and not
     withdrawn as of the Offer Expiration Time (the 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 shares of Common Stock
     outstanding (less any Accepted Purchased Shares) at the Offer Expiration
     Time and the Closing Sale Price of the Common Stock on the Trading Day next
     succeeding the Offer Expiration Time, and

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

such adjustment to become effective immediately prior to the opening of business
on the day following the Offer Expiration Time. In the event that such Person is
obligated to purchase 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 Base Conversion Rate shall
again be adjusted to be the Base 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 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 Issuer to engage in any transaction described in
Section 12.4.

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     (i) If any adjustment or readjustment is made to the Base Conversion Rate
pursuant to this Section 12.11, the same proportional adjustment shall be made
to the Incremental Share Factor, the Maximum Conversion Rate and any Fixed
Conversion Rate.

     (j) For purposes of this Section 12.11, the following terms shall have the
meaning indicated:

          (i) "Current Market Price" shall mean the average of the daily Closing
     Sale Prices per share of Common Stock for the ten consecutive Trading Days
     selected by the Issuer 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 or distribution, means the first
     date on which the Common Stock trades, regular way, on the relevant
     exchange or in the relevant market from which the Closing Sale Price was
     obtained without the right to receive such issuance or distribution, and
     (2) when used with respect to any subdivision or combination of shares of
     Common Stock, means the first date on which the Common Stock trades,
     regular way, on such exchange or in such market after the time at which
     such subdivision or combination becomes effective.

     If another issuance, distribution, subdivision or combination to which
Section 12.11 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 Board of Directors to reflect the impact of such issuance,
distribution, subdivision or combination on the Closing Sale Price of the Common
Stock 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
     Stock have the right to receive any cash, securities or other property or
     in which the Common Stock (or other applicable security) is exchanged for
     or converted into any combination of cash, securities or other property,
     the date fixed for determination of stockholders entitled to receive such
     cash, securities or other property (whether such date is fixed by the Board
     of Directors or by statute, contract or otherwise).

     (k) The Issuer may make such increases in the Base Conversion Rate in
addition to those required by Section 12.11(a), (b), (c), (d), (e), (f), (g) or
(i) as

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the Board of Directors considers to be advisable to avoid or diminish any income
tax to holders of Common Stock or rights to purchase Common Stock resulting from
any dividend or distribution of stock (or rights to acquire stock) or from any
event treated as such for income tax purposes.

     To the extent permitted by applicable law, the Issuer from time to time may
increase the Base Conversion Rate by any amount for any period of time if the
period is at least twenty (20) days, the increase is irrevocable during the
period and the Board of Directors shall have made a determination that such
increase would be in the best interests of the Issuer, which determination shall
be conclusive. Whenever the Base Conversion Rate is increased pursuant to the
preceding sentence, the Issuer shall mail to Holders and file with the Trustee a
notice of the increase at least fifteen (15) days prior to the date the
increased Base Conversion Rate takes effect, and such notice shall state the
increased Base Conversion Rate (and, as applicable, the Incremental Share
Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) and the
period during which they will be in effect.

     (l) No adjustment in the Base Conversion Rate (and, as applicable, the
Incremental Share Factor, the Maximum Conversion Rate and any Fixed 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 12.11(l) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Article 12 shall be made by the Issuer 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 Stock pursuant to an Issuer plan for reinvestment of dividends or
interest or, except as set forth in this Article 12, for any issuance of Common
Stock or convertible securities or rights to purchase Common Stock or
convertible securities. To the extent the Securities become convertible into
cash, assets, property or securities (other than capital stock of the Issuer),
subject to Section 12.14, 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 Securities are convertible.

     (m) Whenever the Base Conversion Rate (and, as applicable, the Incremental
Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) is
adjusted as herein provided, the Issuer shall promptly file with the Trustee and
any Conversion Agent other than the Trustee an Officers' Certificate setting
forth the Base Conversion Rate (and, as applicable, the Incremental Share
Factor, the Maximum Conversion Rate and any Fixed 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 or Conversion
Agent shall have received such Officers' Certificate, the Trustee or Conversion
Agent, as the case may be, shall not be deemed to have knowledge of any
adjustment of the Base Conversion Rate (and, as applicable,

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the Incremental Share Factor, the Maximum Conversion Rate and any Fixed
Conversion Rate) and may assume that the last Base Conversion Rate (and, as
applicable, the Incremental Share Factor, the Maximum Conversion Rate and any
Fixed Conversion Rate) of which it has knowledge is still in effect. Promptly
after delivery of such certificate, the Issuer shall prepare a notice of such
adjustment of the Base Conversion Rate (and, as applicable, the Incremental
Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) setting
forth the adjusted Base Conversion Rate (and, as applicable, the Incremental
Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) and the
date on which each adjustment becomes effective and shall mail such notice of
such adjustment of the Base Conversion Rate (and, as applicable, the Incremental
Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) to the
Holder of each Security at his last address appearing on the Security Register
within twenty (20) days after execution thereof. Failure to deliver such notice
shall not affect the legality or validity of any such adjustment.

     (n) In any case in which this Section 12.11 provides that an adjustment
shall become effective immediately after (1) a record date or Record Date for an
event, (2) the date fixed for the determination of stockholders entitled to
receive a dividend or distribution pursuant to Section 12.11(a), (3) a date
fixed for the determination of stockholders entitled to receive rights or
warrants pursuant to Section 12.11(b), or (4) the Expiration Time for any tender
or exchange offer pursuant to Section 12.11(f) (each a "Determination Date"),
the Issuer may elect to defer until the occurrence of the applicable Adjustment
Event (as hereinafter defined) (x) issuing to the holder of any Security
converted after such Determination Date and before the occurrence of such
Adjustment Event, the additional shares of Common Stock or other securities
issuable upon such conversion by reason of the adjustment required by such
Adjustment Event over and above the Common Stock issuable upon such conversion
before giving effect to such adjustment and (y) paying to such holder any amount
in cash in lieu of any fraction pursuant to Section 12.08. For purposes of this
Section 12.11(n), the term "Adjustment Event" shall mean:

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

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

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

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

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     (o) For purposes of this Section 12.11, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Issuer, unless such treasury shares participate in any distribution or
dividend that requires an adjustment pursuant to this Section 12.11, but shall
include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock.

     Section 12.12. Other Adjustments.

     (a) The Issuer shall be entitled to make such increases in the Base
Conversion Rate (and, as applicable, the Incremental Share Factor, the Maximum
Conversion Rate and any Fixed Conversion Rate), in addition to those required by
Section 12.11, as in its discretion shall determine to be advisable in order
that any stock dividends, subdivisions of shares, distributions of rights to
purchase stock or securities or distributions of securities convertible into or
exchangeable for stock hereafter made by the Issuer to its stockholders shall
not be taxable.

     (b) To the extent permitted by applicable law, the Issuer from time to time
may increase the regular interest rate on the Securities by any amount for any
period of time so long as such increase (i) is effective as of the beginning of
an Interest Period, (ii) ceases to be effective as of the end of an Interest
Period, (iii) is irrevocable during such period and (iv) the Board of Directors
shall have made a determination that such increase would be in the best
interests of the Issuer, which determination shall be conclusive. Whenever the
regular interest rate is increased pursuant to the preceding sentence, the
Issuer shall provide notice to Holders of the Securities of such increase at
least twenty (20) days prior to the Interest Payment Date on which such increase
takes effect, and such notice shall state (x) the increased regular interest
rate and (y) the period during which it will be in effect.

     Section 12.13. Notice of Certain Transactions. In the event that:

          (i) the Issuer takes any action which would require an adjustment in
     the Conversion Rate;

          (ii) the Issuer takes any action that requires a supplemental
     indenture pursuant to Section 12.14; or

          (iii) there is a dissolution or liquidation of the Issuer;

the Issuer shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Issuer shall mail the
notice at least fifteen days before such date. Failure to mail such notice or
any defect therein shall not affect the validity of any transaction referred to
in clause (i), (ii) or (iii) of this Section 12.13.

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     Section 12.14. Effect of Reclassification, Consolidation, Merger or Sale
on Conversion Privilege. If any of the following events occur, namely (i) any
reclassification or change of the outstanding shares of Common Stock (other than
a subdivision or combination to which Section 12.11(c) applies), (ii) any
consolidation, merger or combination of the Issuer with another Person as a
result of which holders of Common Stock shall be entitled to receive stock,
other securities or other property or assets (including cash) with respect to or
in exchange for such Common Stock, or (iii) any sale or conveyance of all or
substantially all of the properties and assets of the Issuer to any other Person
as a result of which holders of Common Stock shall be entitled to receive stock,
other securities or other property or assets (including cash) with respect to or
in exchange for such Common Stock, then the Issuer (or the successor or
purchasing Person, as the case may be) shall execute with the Trustee a
supplemental indenture (which shall comply with the Trust Indenture Act as in
force at the date of execution of such supplemental indenture) providing that
each Security shall be convertible 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 shares of Common Stock issuable upon
conversion of such Securities (assuming, for such purposes, a sufficient number
of authorized shares of Common Stock are available to convert all such
Securities) immediately prior to such reclassification, change, consolidation,
merger, combination, sale or conveyance assuming such holder of Common Stock did
not exercise his rights of election, if any, as to the kind or amount of stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, 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 share of Common Stock in respect of which such rights of election shall
not have been exercised ("non-electing share"), then for the purposes of this
Section 12.14 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 12.

     The Issuer shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder of Securities, at its address appearing on
the Security register, within twenty (20) days after execution thereof and shall
issue a press release containing such information and publish such information
on its website on the World Wide Web. Failure to deliver such notice shall not
affect the legality or validity of such supplemental indenture.

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

     If this Section 12.14 applies to any event or occurrence, Section 12.11
shall not apply.

     Section 12.15. Trustee's Disclaimer. The Trustee shall have no duty to
determine when an adjustment under this Article should be made, how it should be
made or what such adjustment should be, but may accept as conclusive evidence of
that fact or the correctness of any such adjustment, and shall be protected in
relying upon, an Officers' Certificate including the Officers' Certificate with
respect thereto which the Issuer is obligated to file with the Trustee pursuant
to Section 12.11(m). The Trustee makes no representation as to the validity or
value of any securities or assets issued upon conversion of Securities, and the
Trustee shall not be responsible for the Issuer's failure to comply with any
provisions of this Article.

     The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 12.14, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Issuer is obligated to file with the
Trustee pursuant to Section 12.11(m).

     Section 12.16. Rights Issued in Respect of Common Stock Issued Upon
Conversion. Each share of Common Stock issued upon conversion of Securities
pursuant to this Article 12 shall be entitled to receive the appropriate number
of common stock or preferred stock purchase rights, as the case may be (the
"Rights"), if any, that shares of Common Stock are entitled to receive and the
certificates representing the Common Stock 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 Issuer, as the same may be amended
from time to time (in each case, a "Rights Agreement"). Provided that such
Rights Agreement requires that each share of Common Stock issued upon conversion
of Securities at any time prior to the distribution of separate certificates
representing the Rights be entitled to receive such Rights, then,
notwithstanding anything else to the contrary in this Article 12, there shall
not be any adjustment to the conversion privilege or Base Conversion Rate (and
as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any
Fixed Conversion Rate) as a result of the issuance of Rights, but an adjustment
to the Base Conversion Rate (and as applicable, the Incremental Share Factor,
the Maximum Conversion Rate and any Fixed Conversion Rate) shall be made
pursuant to Section 12.11(d) upon the separation of the Rights from the Common
Stock.

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     Section 12.17. Issuer Determination Final. Any determination that the
Issuer or the Board of Directors must make pursuant to Sections 12.06, 12.07,
12.08, 12.11, 12.12 or 12.14 shall be conclusive.

                                   ARTICLE 13
                          Purchase At Option Of Holders

     Section 13.01. Right to Require Purchase.

     (a) Each Holder has the right to require the Issuer to purchase all or a
portion of the Securities held by such Holder on June 9, 2008, 2013, and 2018,
or if any such day is not a Business Day, on the immediately succeeding Business
Day (each, a "Purchase Date").

     (b) The Issuer shall give notice of each Purchase Date and of the
procedures set forth in Section 13.02 that each Holder must follow to exercise
its purchase right to each Holder at its address set forth in the Security
Register and to the Depositary, not later than 21 Business Days prior to each
Purchase Date.

     Section 13.02. Purchase Procedures. If the Holders have the right to
require the purchase of Securities pursuant to Section 13.01, the Issuer shall
purchase such Securities for cash at a Purchase Price equal to 100% of the
Principal Amount thereof, plus accrued and unpaid interest (including Contingent
Interest and Liquidated Damages, if any) to, but excluding, the Purchase Date
(the "Purchase Price") (provided that if the Purchase Date is any day during the
period from the close of business on any Regular Record Date immediately
preceding any Interest Payment Date to the close of business on such Interest
Payment Date, any accrued and unpaid interest, Contingent Interest or Liquidated
Damages, shall be paid to the Holder of record as of the applicable Regular
Record Date, rather than to the Holder presenting the Security for purchase), at
the option of the Holder thereof, upon:

     (a) delivery to the Paying Agent by the Holder of a written notice of
purchase (a "Purchase Notice") at any time from the opening of business on the
date that is 21 Business Days prior to a Purchase Date until the close of
business on such Purchase Date stating:

          (i) if a certificated Security has been issued, the certificate number
     of the Security which the Holder will deliver to be purchased or if not,
     such information as may be required under applicable procedures of the
     Depositary,

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

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          (iii) that such Security shall be purchased as of the applicable
     Purchase Date pursuant to this Article 13; and

     (b) delivery of such Security to the Paying Agent prior to, on or after the
Purchase Date (together with all necessary endorsements) at the offices of the
Paying Agent, such delivery being a condition to receipt by the Holder of the
Purchase Price therefor; provided, however, that such Purchase Price shall be so
paid pursuant to this Article only if the Security so delivered to the Paying
Agent shall conform in all respects to the description thereof in the related
Purchase Notice.

     The Issuer shall purchase from the Holder thereof, pursuant to this
Article, a portion of a Security if the Principal Amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Security also apply to the purchase of such
portion of such Security.

     Any purchase by the Issuer contemplated pursuant to the provisions of this
Article shall be consummated by the payment of the Purchase Price to be received
by the Holder in cash promptly following the later of the Purchase Date and the
time of delivery of the Security as set forth in Section 13.04.

     Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Purchase Notice contemplated by this Section 13.02 shall
have the right to withdraw such Purchase Notice at any time prior to the close
of business on the Purchase Date by delivery of a written notice of withdrawal
to the Paying Agent in accordance with Section 13.03.

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

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

     The Issuer may, at its option, specify additional dates on which Holders
will have the right to require it to purchase Securities upon written notice to
the Paying Agent, the Trustee and the Holders. Such notice shall specify the
additional dates upon which the Issuer shall be required to purchase the
Securities at the option of the Holders and shall be delivered to the Paying
Agent, the Trustee and the Holders no less than 25 Business Days prior to the
earliest purchase date specified in such notice.

     Section 13.03. Effect of Purchase Notice. Upon receipt by the Paying Agent
of the Purchase Notice specified in Section 13.02(a), the Holder of the Security
in respect of which such Purchase Notice was given shall (unless such

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Purchase Notice is withdrawn as specified in the following two paragraphs)
thereafter be entitled to receive solely the Purchase Price with respect to such
Security. Such Purchase Price shall be paid to such Holder, subject to receipt
of funds by the Paying Agent, promptly following the later of (x) the Purchase
Date with respect to such Security (provided the conditions in Section 13.02
have been satisfied) and (y) the time of delivery of such Security to the Paying
Agent by the Holder thereof in the manner required by Section 13.02. Securities
in respect of which a Purchase Notice has been given by the Holder thereof may
not be converted pursuant to Article 12 hereof on or after the date of the
delivery of such Purchase Notice unless such Purchase Notice has first been
validly withdrawn as specified in the following two paragraphs.

     A Purchase Notice may be withdrawn by means of a written notice of
withdrawal delivered to the office of the Paying Agent in accordance with the
Purchase Notice at any time prior to the close of business on the applicable
Purchase Date specifying:

          (i) if certificated Securities have been issued, the certificate
     number of the Security in respect of which such notice of withdrawal is
     being submitted, or if not, such information as may be required under
     appropriate procedures of the Depositary;

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

          (iii) the Principal Amount, if any, of such Security that remain
     subject to the original Purchase Notice and have been or will be delivered
     for purchase by the Issuer.

     There shall be no purchase of any Securities pursuant to this Article 13 if
there has occurred (prior to, on or after, as the case may be, the giving, by
the Holders of such Securities, of the required Purchase Notice) and is
continuing an Event of Default (other than a default in the payment of the
Purchase Price with respect to such Securities). The Paying Agent will promptly
return to the respective Holders thereof any Securities (x) with respect to
which a Purchase Notice has been withdrawn in compliance with this Indenture, or
(y) held by it during the continuance of an Event of Default (other than a
default in the payment of the Purchase Price with respect to such Securities) in
which case, upon such return, the Purchase Notice with respect thereto shall be
deemed to have been withdrawn.

     Section 13.04. Deposit of Purchase Price. Prior to 11:00 a.m. (New York
City time) on the Business Day immediately following the Purchase Date, the
Issuer shall deposit with the Trustee or with the Paying Agent an amount of cash
(in immediately available funds if deposited on such Business Day) sufficient to
pay the aggregate Purchase Price of all of the Securities or portions thereof
which are to be purchased as of the Purchase Date. The manner in which

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the deposit required by this Section 13.04 is made by the Issuer shall be at the
option of the Issuer, provided, however, that such deposit shall be made in a
manner such that the Trustee or a Paying Agent shall have immediately available
funds on the date of deposit.

     If a Paying Agent holds, in accordance with the terms hereof, cash
sufficient to pay the Purchase Price of any Security for which a Purchase Notice
has been tendered and not withdrawn in accordance with this Indenture on the
Business Day following the Purchase Date then, immediately following such
Purchase Date, such Security will cease to be outstanding, interest (including
Contingent Interest and Liquidated Damages, if any) will cease to accrue and the
rights of the Holder in respect thereof shall terminate (other than the right to
receive the Purchase Price as aforesaid).

     Section 13.05. Securities Purchased in Part. Any Security which is to be
purchased only in part shall be surrendered at the office of the Paying Agent
(with, if the Issuer, the Paying Agent or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Issuer, the Paying Agent or the Trustee duly executed by, the Holder thereof or
such Holder's attorney duly authorized in writing) and the Issuer shall execute
and the Trustee, or any Authenticating Agent, shall authenticate and deliver to
the Holder of such Security, without service charge except for any taxes to be
paid by the Holder in the event a Security is registered under a new name, a new
Security or Securities, of any authorized denomination as requested by such
Holder in aggregate Principal Amount equal to, and in exchange for, the portion
of the Principal Amount of the Security so surrendered which is not purchased.

     Section 13.06. Repayment to the Issuer. The Trustee and the Paying Agent
shall return to the Issuer any cash that remains unclaimed for two years,
subject to applicable unclaimed property law, together with interest, if any,
thereon held by them for the payment of the Purchase Price, provided, however,
that to the extent that the aggregate amount of cash or Common Stock deposited
by the Issuer pursuant to Section 13.04 exceeds the aggregate Purchase Price of
the Securities or portions thereof which the Issuer is obligated to purchase as
of the Purchase Date, then promptly after the Business Day following the
Purchase Date, the Trustee or the Paying Agent, as applicable, shall return any
such excess to the Issuer. Thereafter, any Holder entitled to payment must look
to the Issuer for payment as general creditors, unless an applicable abandoned
property law designates another Person.

                                   ARTICLE 14
             Purchase at Option of Holder Upon a Fundamental Change

     Section 14.01. Right to Require Purchase.

     (a) If at any time prior to Stated Maturity Date that Securities remain

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outstanding there shall occur a Fundamental Change, Securities shall be
purchased by the Issuer in integral multiples of $1,000 Principal Amount at the
option of the Holders thereof as of the date specified by the Issuer that is not
less than 20 Business Days nor more than 35 Business Days after the occurrence
of the Fundamental Change (the "Fundamental Change Purchase Date") subject to
satisfaction by or on behalf of any Holder of the requirements set forth in
subsection (c) of this Section 14.01. The purchase price of such Securities (the
"Fundamental Change Purchase Price") shall be equal to 100% of the Principal
Amount of the Securities to be purchased plus accrued and unpaid interest
(including Contingent Interest and Liquidated Damages, if any) to, but
excluding, the Fundamental Change Purchase Date, unless such Fundamental Change
Purchase Date falls after a Regular Record Date and on or prior to the
corresponding Interest Payment Date, in which case the Issuer shall pay the full
amount of accrued and unpaid interest (including Contingent Interest and
Liquidated Damages, if any) payable on such Interest Payment Date to the holder
of record at the close of business on such Regular Record Date.

     A "Fundamental Change" is 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 Stock is exchanged for, converted into, acquired
for or constitutes solely the right to receive consideration which is not all or
substantially all common stock that:

          (i) is listed on, or immediately after the transaction or event will
     be listed on, a United States national securities exchange, or

          (ii) is approved, or immediately after the transaction or event will
     be approved, for quotation on NASDAQ or any similar United States system of
     automated dissemination of quotations of securities prices.

     (b) Within 15 Business Days after the occurrence of a Fundamental Change,
the Issuer shall mail a written notice of the Fundamental Change to the Trustee
and any Paying Agent and to each Holder.

     The notice shall include the form of a Fundamental Change Purchase Notice
to be completed by the Holder and shall state:

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

          (ii) the date by which the Fundamental Change Purchase Notice pursuant
     to this Section 14.01 must be given;

          (iii) the Fundamental Change Purchase Date;

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          (iv) the Fundamental Change Purchase Price that will be accrued and
     payable with respect to the Securities as of the Fundamental Change
     Purchase Date;

          (v) briefly, the conversion rights of the Securities;

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

          (vii) the Base Conversion Rate, the Maximum Conversion Rate and the
     current Conversion Rate (using the Applicable Stock Price as determined as
     of the Business Day prior to the date on which the notice pursuant to this
     Section 14.01(b) is mailed by the Issuer to the Trustee or Paying Agent and
     assuming a Conversion Date eight Trading Days prior to such date), and any
     adjustments thereto;

          (viii) that Securities as to which a Fundamental Change Purchase
     Notice has been given may be converted into Common Stock pursuant to
     Article 12 only to the extent that the Fundamental Change Purchase Notice
     has been withdrawn in accordance with the terms of this Indenture;

          (ix) the procedures that the Holder must follow to exercise rights
     under this Section 14.01;

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

          (xi) that the Holder must satisfy the requirements set forth in the
     Securities in order to convert the Securities; and

          (xii) the last date on which the purchase right may be exercised.

     If any of the Securities is in the form of a Global Security, then the
Issuer shall modify such notice to the extent necessary to accord with the
procedures of the Depositary applicable to the purchase of Global Securities.

     (c) A Holder may exercise its rights specified in subsection (a) of this
Section 14.01 upon delivery of a written notice (which shall be in substantially
the form included as an attachment to the Securities and which may be delivered
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "Fundamental Change Purchase
Notice") to any Paying Agent at any time prior to the close of business on the
Fundamental Change Purchase Date.

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     The delivery of such Security to any Paying Agent (together with all
necessary endorsements) at the office of such Paying Agent shall be a condition
to the receipt by the Holder of the Fundamental Change Purchase Price.

     The Issuer shall purchase from the Holder thereof, pursuant to this Section
14.01, a portion of a Security if the Principal Amount of such portion is $1,000
or an integral multiple of $1,000. Provisions of this Indenture that apply to
the purchase of all of a Security pursuant to Section 14.01 through Section
14.05 also apply to the purchase of such portion of such Security.

     Any purchase by the Issuer contemplated pursuant to the provisions of this
Section 14.01 shall be consummated by the delivery of the consideration to be
received by the Holder promptly following the later of the Fundamental Change
Purchase Date and the time of delivery of the Security to the Paying Agent in
accordance with this Section 14.01 as set forth in Section 14.02.

     Notwithstanding anything herein to the contrary, any Holder delivering to a
Paying Agent the Fundamental Change Purchase Notice contemplated by this
subsection (c) shall have the right to withdraw such Fundamental Change Purchase
Notice in whole or as to a portion thereof that is an Principal Amount of $1,000
or an integral multiple thereof at any time prior to the close of business on
the Fundamental Change Purchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 14.02.

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

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

     Section 14.02. Effect of Fundamental Change Purchase Notice.

     Upon receipt by any Paying Agent of the Fundamental Change Purchase Notice
specified in Section 14.01(c), the Holder of the Security in respect of which
such Fundamental Change Purchase Notice was given shall (unless such Fundamental
Change Purchase Notice is withdrawn as specified below) thereafter be entitled
to receive the Fundamental Change Purchase Price with respect to such Security.
Such Fundamental Change Purchase Price shall be paid to such Holder promptly
following the later of (a) the Fundamental Change Purchase Date with respect to
such Security (provided the conditions in Section 14.01(c) have been satisfied)
and (b) the time of delivery of such Security to a Paying Agent by the Holder
thereof in the manner required by Section 14.01(c). Securities in respect of
which a Fundamental Change Purchase Notice has been given by the Holder thereof
may not be converted into Common Stock on or

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after the date of the delivery of such Fundamental Change Purchase Notice unless
such Fundamental Change Purchase Notice has first been validly withdrawn as
specified in the following paragraph.

     A Fundamental Change Purchase Notice may be withdrawn by means of a written
notice of withdrawal delivered to the office of the Paying Agent in accordance
with the Fundamental Change Purchase Notice at any time prior to the close of
business on the applicable Fundamental Change Purchase Date specifying:

          (i) if certificated Securities have been issued, the certificate
     numbers for Securities in respect of which such notice of withdrawal is
     being submitted, or if not, such information as required by the Depositary;

          (ii) the Principal Amount, in integral multiples of $1,000, of the
     Securities with respect to which such notice of withdrawal is being
     submitted; and

          (iii) the Principal Amount, if any, of such Securities that remain
     subject to the original Fundamental Change Purchase Notice and have been or
     will be delivered for purchase by the Issuer.

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

     Section 14.03. Deposit of Fundamental Change Purchase Price. On or before
11:00 a.m. New York City time on the Business Day immediately following the
Fundamental Change Purchase Date, the Issuer shall deposit with the Trustee or
with a Paying Agent an amount of cash (in immediately available funds if
deposited on such Business Day) sufficient to pay the aggregate Fundamental
Change Purchase Price of all the Securities or portions thereof that are to be
purchased as of such Fundamental Change Purchase Date. The manner in which the
deposit required by this Section 14.03 is made by the Issuer shall be at the
option of the Issuer, provided, however, that such deposit shall be made in a
manner such that the Trustee or a Paying Agent shall have immediately available
funds on the date of such deposit.

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     If a Paying Agent holds, in accordance with the terms hereof, money
sufficient to pay the Fundamental Change Purchase Price of any Security for
which a Fundamental Change Purchase Notice has been tendered (and not withdrawn
in accordance with this Indenture) on the Business Day following the Fundamental
Change Purchase Date then, immediately following the Fundamental Change Purchase
Date, such Security will cease to be outstanding, interest (including Contingent
Interest and Liquidated Damages, if any) will cease to accrue and the rights of
the Holder in respect thereof shall terminate (other than the right to receive
the Fundamental Change Purchase Price). The Issuer shall publicly announce the
Principal Amount of Securities purchased as a result of such Fundamental Change
on or as soon as practicable after the Fundamental Change Purchase Date.

     Section 14.04. Securities Purchased in Part. Any Security that is to be
purchased only in part shall be surrendered at the office of a Paying Agent and
promptly after the Fundamental Change Purchase Date the Issuer shall execute and
the Trustee, or any Authenticating Agent, shall authenticate and deliver to the
Holder of such Security, without service charge (other than amounts to be paid
in respect of applicable transfer taxes), a new Security or Securities, of such
authorized denomination or denominations in integral multiples of $1,000
Principal Amount as may be requested by such Holder, in aggregate Principal
Amount equal to, and in exchange for, the portion of the Principal Amount of the
Security so surrendered that is not purchased.

     Section 14.05. Repayment to the Issuer. The Trustee and the Paying Agent
shall return to the Issuer any cash that remains unclaimed for two years,
subject to applicable unclaimed property law, together with interest, if any,
thereon held by them for the payment of the Fundamental Change Purchase Price;
provided, however, that to the extent that the aggregate amount of cash
deposited by the Issuer pursuant to Section 14.03 exceeds the aggregate
Fundamental Change Purchase Price of the Securities or portions thereof which
the Issuer is obligated to purchase as of the Fundamental Change Purchase Date,
then on the Business Day following the Purchase Date, the Trustee or Paying
Agent, as applicable, shall return any such excess to the Issuer. Thereafter,
any Holder entitled to payment must look to the Issuer for payment as general
creditors, unless an applicable abandoned property law designates another
Person.

                                   ARTICLE 15
                               Contingent Interest

     Section 15.01. Contingent Interest. The Issuer will pay Contingent
Interest to Holders during any Interest Period commencing with the Interest
Period ending December 9, 2008, if the average Trading Price of the Securities
for the five Trading Day measurement period immediately preceding the first

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day of the applicable Interest Period (the "Measurement Period") equals 120% or
more of $1,000 Principal Amount of the Securities as of the first day of such
Measurement Period. The amount of Contingent Interest payable per $1,000
Principal Amount of Securities in any Interest Period pursuant to this Section
15.01 will be equal to 0.50% per annum of the average Trading Price of $1,000
Principal Amount of Securities during the Measurement Period.

     Section 15.02. Payment of Contingent Interest. The Issuer shall pay
Contingent Interest owed pursuant to Section 15.01 for any Interest Period on
the Interest Payment Date immediately succeeding the applicable Interest Period
to Holders of Securities as of the Regular Record Date relating to such Interest
Payment Date.

     Section 15.03. Notice of Contingent Interest.

     (a) As soon as practicable following the first Business Day of an Interest
Period for which Contingent Interest will be payable pursuant to Section 15.01,
the Issuer shall issue a press release containing this information and publish
the information on its website on the World Wide Web.

     (b) On any Interest Payment Date on which Contingent Interest is payable
pursuant to this Article 15, the Issuer shall deliver notice thereof to the
Trustee and issue a press release stating the amount of such Contingent Interest
and setting forth the manner in which such amount was calculated, and publish
such information on its website on the World Wide Web.

                                   ARTICLE 16
   Immunity of Incorporators, Stockholders, Officers, Directors and Employees

     Section 16.01. Exemption From Individual Liability. No recourse under or
upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, stockholder, officer, director or employee, as
such, past, present or future, of the Issuer or of any successor corporation,
either directly or through the Issuer, 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 this Indenture and the obligations
issued hereunder are solely corporate obligations of the Issuer, and that no
such personal liability whatever shall attach to, or is or shall be incurred by,
the incorporators, stockholders, officers, directors or employees, as such, of
the Issuer or of any successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability, either at common law or in equity or by constitution or statute, of,
and any and all such rights and

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claims against, every such incorporator, stockholders, officer, director or
employee, as such, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom,
are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of such
Securities.

                                   ARTICLE 17
                            Miscellaneous Provisions

     Section 17.01. Trust Indenture Act Controls. This Indenture is subject to
the provisions of the TIA that are required to be a part of this Indenture, and
shall, to the extent applicable, be governed by such provisions. If any
provision of this Indenture modifies any TIA provision that may be so modified,
such TIA provision shall be deemed to apply to this Indenture as so modified. If
any provision of this Indenture excludes any TIA provision that may be so
excluded, such TIA provision shall be excluded from this Indenture.

     The provisions of TIA (S)(S) 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included unless expressly
excluded by this Indenture) are a part of and govern this Indenture, whether or
not physically contained herein.

     Section 17.02. Notices. Any notice or communication shall be sufficiently
given if in writing and delivered in person, by facsimile and confirmed by
overnight courier, or mailed by first-class mail addressed as follows:

          if to the Issuer:

               Getty Images, Inc.
               601 N 34th Street
               Seattle, Washington 98103
               Attention: Treasurer
               Facsimile: (206) 925-5621
               Telephone: (206) 925-5000

               with a copy to:

               Weil, Gotshal & Manges LLP
               201 Redwood Shores Parkway, 5th Floor
               Redwood Shores, California 94065
               Attention: Craig W. Adas
               Facsimile: (650) 802-3100
               Telephone: (650) 802-3000

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          if to the Trustee:

               The Bank of New York
               101 Barclay Street, 8W
               New York, NY 10286

               Attention: Corporate Trust Administration
               Facsimile: (212) 815-5707
               Telephone: (212) 815-5733

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

     Any notice or communication mailed, first-class, postage prepaid, to a
Holder including any notice delivered in connection with TIA (S) 310(b), TIA (S)
313(c), TIA (S) 314(a) and TIA (S) 315(b), shall be mailed to him at his address
as set forth on the Security register and shall be sufficiently given to him if
so mailed within the time prescribed. To the extent required by the TIA, any
notice or communication shall also be mailed to any Person described in TIA (S)
313(c).

     Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. Except for a
notice to the Trustee, which is deemed given only when received, if a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.

     Section 17.03. Communications by Holders with Other Holders. Holders may
communicate pursuant to TIA (S) 312(b) with other Holders with respect to their
rights under this Indenture or the Securities. The Issuer, the Trustee, the
Registrar and any other person shall have the protection of TIA (S) 312(c).

     Section 17.04. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Issuer to the Trustee to take or refrain from
taking any action under this Indenture, the Issuer shall furnish to the Trustee
at the request of the Trustee:

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

     (b) an Opinion of Counsel in form and substance satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent have
been complied with; provided, however, that with respect to matters of fact an
Opinion of Counsel may rely on an Officers' Certificate or certificates of
public officials.

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     Section 17.05. Statements Required in Certificate. Each certificate with
respect to compliance with a condition or covenant provided for in this
Indenture shall include:

     (a) a statement that the person making such certificate has read such
covenant or condition;

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

     (c) 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

     (d) a statement as to whether or not, in the opinion of such person, such
condition or covenant has been complied with.

     Section 17.06. Rules by Trustee, Paying Agent, Conversion Agent Registrar.
The Trustee may make reasonable rules for action by or at a meeting of Holders.
The Paying Agent, Conversion Agent or Registrar may make reasonable rules for
its functions.

     Section 17.07. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS INDENTURE AND THE SECURITIES WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

     Section 17.08. No Recourse Against Others. No director, officer, employee,
incorporator or stockholder of the Issuer, as such, shall have any liability for
any obligations of the Issuer under the Securities or this Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder, by accepting a Security, waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Securities.

     Section 17.09. Successors. All agreements of the Issuer in this Indenture
and the Securities shall bind its successor. All agreements of the Trustee in
this Indenture shall bind its successor.

     Section 17.10. Counterpart Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     Section 17.11. Severability. In case any provision in this Indenture or in
the Securities shall be invalid, illegal or unenforceable, the validity,
legality and

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enforceability of the remaining provisions shall not in any way be affected or
impaired thereby, and a Holder shall have no claim therefor against any party
hereto.

     Section 17.12. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Issuer or a Subsidiary of the Issuer. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

     Section 17.13. Legal Holidays. If any Interest Payment Date falls on a day
that is not a Business Day, such Interest Payment Date will be postponed to the
next succeeding Business Day. If the Stated Maturity Date, Redemption Date,
Fundamental Change Purchase Date or Purchase Date of a Security would fall on a
day that is not a Business Day, the required payment of interest, if any, and
principal will be made on the next succeeding Business Day and no interest on
such payment will accrue for the period from and after the Stated Maturity Date,
Redemption Date, Fundamental Change Purchase Date or Purchase Date to such next
succeeding Business Day.

                  [Remainder of page intentionally left blank]

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

                                        GETTY IMAGES, INC.


                                        By:  /s/ ELIZABETH J. HUEBNER
                                             -----------------------------------
                                             Name: Elizabeth J. Huebner
                                             Title: Senior Vice President and
                                                    Chief Financial Officer


                                        THE BANK OF NEW YORK


                                        By:  /s/ MICHAEL PITFICK
                                             -----------------------------------
                                             Name: Michael Pitfick
                                             Title: Assistant Vice President

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