<PAGE>
                                                                    EXHIBIT 4.10

                                                                  EXECUTION COPY

                              DELTA AIR LINES, INC.

                                       and

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

                    2 7/8% Convertible Senior Notes due 2024

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

                                    INDENTURE

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

                          Dated as of February 6, 2004

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
<S>                                                                                                                   <C>
                                   ARTICLE 1

                                   DEFINITIONS

SECTION 1.01 Definitions.........................................................................................       1
SECTION 1.02 Other Definitions...................................................................................       5
SECTION 1.03 Incorporation by Reference of Trust Indenture Act...................................................       6
SECTION 1.04 Rules of Construction...............................................................................       7

                                   ARTICLE 2

                          THE CONVERTIBLE SENIOR NOTES

SECTION 2.01 Form ...............................................................................................       7
SECTION 2.02 Execution and Authentication........................................................................       8
SECTION 2.03 Registrar, Paying Agent and Conversion Agent........................................................       9
SECTION 2.04 Paying Agent to Hold Money in Trust.................................................................       9
SECTION 2.05 Holder Lists........................................................................................       9
SECTION 2.06 Transfer and Exchange...............................................................................      10
SECTION 2.07 Replacement Convertible Senior Notes................................................................      11
SECTION 2.08 Outstanding Convertible Senior Notes................................................................      12
SECTION 2.09 When Treasury Convertible Senior Notes Disregarded..................................................      12
SECTION 2.10 Temporary Convertible Senior Notes..................................................................      13
SECTION 2.11 Cancellation........................................................................................      13
SECTION 2.12 Defaulted Interest..................................................................................      14
SECTION 2.13 CUSIP Number........................................................................................      14
SECTION 2.14 Restrictions on Transfer............................................................................      15

                                   ARTICLE 3

                                   COVENANTS

SECTION 3.01 Payments on the Notes...............................................................................      15
SECTION 3.02 Commission Reports..................................................................................      15
SECTION 3.03 Compliance Certificate..............................................................................      16
SECTION 3.04 Maintenance of Office or Agency.....................................................................      16
SECTION 3.05 Continued Existence.................................................................................      16
SECTION 3.06 Appointments to Fill Vacancies in Trustee's Office..................................................      16
SECTION 3.07 Stay, Extension and Usury Laws......................................................................      16
SECTION 3.08 Taxes...............................................................................................      17
SECTION 3.09 Investment Company Act..............................................................................      17
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                                                    <C>
                                   ARTICLE 4

                            REDEMPTION AND PURCHASE

SECTION 4.01 Right to Redeem; Notices to Trustee.................................................................      17
SECTION 4.02 Selection of Notes to Be Redeemed...................................................................      17
SECTION 4.03 Notice of Redemption................................................................................      18
SECTION 4.04 Effect of Notice of Redemption......................................................................      19
SECTION 4.05 Deposit of Redemption Price.........................................................................      19
SECTION 4.06 Notes Redeemed in Part..............................................................................      19
SECTION 4.07 Arrangement on Call for Redemption..................................................................      20
SECTION 4.08 Purchase of Notes at the Option of the Holders......................................................      20
SECTION 4.09 Repurchase at the Option of Holders Upon Designated Event...........................................      22
SECTION 4.10 Effect of Purchase Notice or Designated Event Repurchase Notice.....................................      25
SECTION 4.11 Deposit of Purchase Price or Designated Event Repurchase Price......................................      26
SECTION 4.12 Notes Purchased in Part.............................................................................      26
SECTION 4.13 Covenant to Comply with Securities Laws upon Purchase of Convertible Senior Notes...................      27
SECTION 4.14 Repayment to the Company............................................................................      27

                                   ARTICLE 5

                                   SUCCESSORS

SECTION 5.01 Company May Consolidate, etc., Only on Certain Terms................................................      27
SECTION 5.02 Successor Corporation Substituted...................................................................      28
SECTION 5.03 Repurchase at the Option of Holders upon Designated Event...........................................      28

                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default...................................................................................      29
SECTION 6.02 Acceleration........................................................................................      30
SECTION 6.03 Other Remedies......................................................................................      30
SECTION 6.04 Waiver of Past Defaults.............................................................................      31
SECTION 6.05 Control by Majority.................................................................................      31
SECTION 6.06 Limitation on Suits.................................................................................      31
SECTION 6.07 Rights of Holders to Receive Payment................................................................      32
SECTION 6.08 Collection Suit by Trustee..........................................................................      32
SECTION 6.09 Trustee May File Proofs of Claim....................................................................      32
SECTION 6.10 Priorities..........................................................................................      32
SECTION 6.11 Undertaking for Costs...............................................................................      33

                                   ARTICLE 7

                                  THE TRUSTEE
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<S>                                                                                                                    <C>
SECTION 7.01 Duties of the Trustee...............................................................................      33
SECTION 7.02 Rights of the Trustee...............................................................................      34
SECTION 7.03 Individual Rights of the Trustee....................................................................      36
SECTION 7.04 Trustee's Disclaimer................................................................................      36
SECTION 7.05 Notice of Defaults..................................................................................      36
SECTION 7.06 Reports by the Trustee to Holders...................................................................      36
SECTION 7.07 Compensation and Indemnity..........................................................................      37
SECTION 7.08 Replacement of the Trustee..........................................................................      38
SECTION 7.09 Successor Trustee by Merger, etc....................................................................      39
SECTION 7.10 Eligibility, Disqualification.......................................................................      39
SECTION 7.11 Preferential Collection of Claims Against Company...................................................      39

                                   ARTICLE 8

                    SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 8.01 Discharge of Indenture..............................................................................      39
SECTION 8.02 Deposited Monies to Be Held in Trust by Trustee.....................................................      40
SECTION 8.03 Paying Agent to Repay Monies Held...................................................................      40
SECTION 8.04 Return of Unclaimed Monies..........................................................................      40
SECTION 8.05 Reinstatement.......................................................................................      41

                                   ARTICLE 9

                                   AMENDMENTS

SECTION 9.01 Without the Consent of Holders......................................................................      41
SECTION 9.02 With the Consent of Holders.........................................................................      42
SECTION 9.03 Compliance with the Trust Indenture Act.............................................................      43
SECTION 9.04 Revocation and Effect of Consents...................................................................      43
SECTION 9.05 Notation on or Exchange of Convertible Senior Notes.................................................      44
SECTION 9.06 Trustee Protected...................................................................................      44

                                   ARTICLE 10

                               GENERAL PROVISIONS

SECTION 10.01 Trust Indenture Act Controls.......................................................................      44
SECTION 10.02 Notices............................................................................................      44
SECTION 10.03 Communication by Holders with Other Holders........................................................      45
SECTION 10.04 Certificate and Opinion as to Conditions Precedent.................................................      45
SECTION 10.05 Statements Required in Certificate or Opinion......................................................      45
SECTION 10.06 Rules by Trustee and Agents........................................................................      46
SECTION 10.07 Legal Holidays.....................................................................................      46
SECTION 10.08 No Recourse Against Others.........................................................................      47
SECTION 10.09 Counterparts.......................................................................................      47
SECTION 10.10 Other Provisions...................................................................................      47
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<S>                                                                                                                    <C>
SECTION 10.11 Governing Law......................................................................................      47
SECTION 10.12 No Adverse Interpretation of Other Agreements......................................................      48
SECTION 10.13 Successors.........................................................................................      48
SECTION 10.14 Severability.......................................................................................      48
SECTION 10.15 Table of Contents, Headings, etc...................................................................      48

                                   ARTICLE 11

                     CONVERSION OF CONVERTIBLE SENIOR NOTES

SECTION 11.01 Right to Convert...................................................................................      48
SECTION 11.02 Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for
              Interest or Dividends..............................................................................      49
SECTION 11.03 Cash Payments in Lieu of Fractional Shares.........................................................      50
SECTION 11.04 Conversion Rate....................................................................................      50
SECTION 11.05 Adjustment of Conversion Rate......................................................................      51
SECTION 11.06 Effect of Reclassification, Consolidation, Merger or Sale..........................................      59
SECTION 11.07 Taxes on Shares Issued.............................................................................      60
SECTION 11.08 Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock............................      61
SECTION 11.09 Responsibility of Trustee..........................................................................      61
SECTION 11.10 Notice to Holders Prior to Certain Actions.........................................................      62
SECTION 11.11 Restriction on Common Stock Issuable Upon Conversion...............................................      62

                                   ARTICLE 12

                               CONVERSION EVENTS

SECTION 12.01 Conversion Upon Satisfaction of Sale Price Condition...............................................      63
SECTION 12.02 Conversion Based on Trading Price of the Notes.....................................................      64
SECTION 12.03 Conversion Upon Notice of Redemption...............................................................      64
SECTION 12.04 Conversion Upon Specified Corporate Transactions...................................................      65
</TABLE>

EXHIBIT A: FORM OF NOTE
EXHIBIT B: FORM OF RESTRICTED COMMON STOCK LEGEND
EXHIBIT C: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OF RESTRICTED
           COMMON STOCK

                                      -iv-
<PAGE>

CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture                                                                                     Indenture
  Act Section                                                                                        Section
  -----------                                                                                        -------
<S>                                                                                             <C>
310(a)(1)...............................................................................                     7.10
   (a)(2)...............................................................................              7.10, 10.10
   (a)(3)...............................................................................                      n/a
   (a)(4)...............................................................................                      n/a
   (a)(5)...............................................................................                      n/a
   (b)..................................................................................        7.08, 7.10, 10.02
   (c)..................................................................................                      n/a

311(a)..................................................................................                     7.11
   (b)..................................................................................                     7.11
   (c)..................................................................................                      n/a

312(a)..................................................................................                     2.05
   (b)..................................................................................                    10.03
   (c)..................................................................................                    10.03

313(a)..................................................................................              7.06, 10.10
   (b)(1)...............................................................................                      n/a
   (b)(2)...............................................................................                     7.06
   (c)..................................................................................              7.06, 10.02
   (d)..................................................................................                     7.06

314(a)..................................................................................              3.02, 10.02
   (b)..................................................................................                      n/a
   (c)(1)...............................................................................                    10.04
   (c)(2)...............................................................................                    10.04
   (c)(3)...............................................................................                      n/a
   (d)..................................................................................                      n/a
   (e)..................................................................................                    10.05
   (f)..................................................................................                      n/a

315(a)..................................................................................                  7.01(b)
   (b)..................................................................................              7.05, 10.02
   (c)..................................................................................                  7.01(a)
   (d)..................................................................................                  7.01(c)
   (e)..................................................................................                     6.11

316(a)(last sentence)...................................................................                     2.09
   (a)(1)(A)............................................................................                     6.05
   (a)(1)(B)............................................................................                     6.04
</TABLE>

                                      -v-
<PAGE>

<TABLE>
<S>                                                                                                         <C>
   (a)(2)...............................................................................                      n/a
   (b)..................................................................................                     6.07
   (c)..................................................................................                     9.04

317(a)(1)...............................................................................                     6.08
   (a)(2)...............................................................................                     6.09
   (b)..................................................................................                     2.04

318(a)..................................................................................                    10.01
   (b)..................................................................................                      n/a
   (c)..................................................................................                    10.01
</TABLE>

------------------------
"n/a" means not applicable.

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

                                      -vi-
<PAGE>

         THIS INDENTURE, dated as of February 6, 2004, is between Delta Air
Lines, Inc., a Delaware corporation (the "Company"), and The Bank of New York
Trust Company, N.A., a national banking association duly organized and existing
under the laws of the United States of America (the "Trustee"). The Company has
duly authorized the creation of its 2 7/8% Convertible Senior Notes due 2024
(the "Convertible Senior Notes" or the "Notes"), and to provide therefor the
Company and the Trustee have duly authorized the execution and delivery of this
Indenture. Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders from time to time of the Notes:

                                   ARTICLE 1

                                  DEFINITIONS

SECTION 1.01 Definitions.

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

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

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

         "Board of Directors" means the Board of Directors of the Company or any
authorized committee of the Board of Directors.

         "Capital Stock" of any person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such person, but excluding any debt
securities convertible into such equity.

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. Subject to the provisions
of Section 11.06, however, shares issuable on conversion of Notes shall include
only shares of the class designated as Common Stock of the Company at the date
of this Indenture or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company and which are
not subject to redemption by the Company; provided that if at any time there
shall be more than one such resulting class, the shares of each such class then
so issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

                                      -1-
<PAGE>

         "Company" means the party named as such above until a successor
replaces it in accordance with Article 5 and thereafter means the successor.
References to the Company shall not include any subsidiary.

         "Conversion Price" shall have the meaning set forth in paragraph 9 of
the Note.

         "Conversion Rate" shall be as specified in paragraph 9 of the Note, the
form of which is attached hereto as Exhibit A, as adjusted in accordance with
the provisions of Articles 11 and 12.

         "Convertible Senior Notes" or the "Notes" means the 2 7/8% Convertible
Senior Notes due 2024 issued, authenticated and delivered pursuant to this
Indenture.

         "Corporate Trust Office" means the corporate trust office of the
Trustee at which at any particular time the trust created by this Indenture
shall principally be administered; as of the date hereof, the Corporate Trust
Office is located at 10161 Centurion Parkway, Jacksonville, FL 32256, Attention:
Corporate Trust Department, Facsimile: (904) 645-1921.

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

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

         "Designated Event" means 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 shall be 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 such transaction
         or event will be listed on, a United States national securities
         exchange; or

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

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

         "ex-dividend date" shall have the meaning set forth in Article 12
hereof and paragraph 9 of the Note, the form of which is attached hereto as
Exhibit A.

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

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public

                                      -2-
<PAGE>

Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession of the United
States, which are in effect from time to time.

         "Global Securities Legend" means the legend labeled as such and that is
set forth in Exhibit A hereto.

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

         "Indebtedness" means, with respect to any person, all obligations,
whether or not contingent, of such person (i) (a) for borrowed money (including,
but not limited to, any indebtedness secured by a security interest, mortgage or
other lien on the assets of the Company that is (1) given to secure all or part
of the purchase price of property subject thereto, whether given to the vendor
of such property or to another, or (2) existing on property at the time of
acquisition thereof), (b) evidenced by a note, debenture, bond or other written
instrument, (c) under a lease required to be capitalized on the balance sheet of
the lessee under GAAP or under any lease or related document (including a
purchase agreement) that provides that the Company is contractually obligated to
purchase or cause a third party to purchase and thereby guarantee a minimum
residual value of the lease property to the lessor and the obligations of the
Company under such lease or related document to purchase or to cause a third
party to purchase such leased property, (d) in respect of letters of credit,
bank guarantees or bankers' acceptances (including reimbursement obligations
with respect to any of the foregoing), (e) with respect to Indebtedness secured
by a mortgage, pledge, lien, encumbrance, charge or adverse claim affecting
title or resulting in an encumbrance to which the property or assets of such
person are subject, whether or not the obligation secured thereby shall have
been assumed by or shall otherwise be such person's legal liability, (f) in
respect of the balance of deferred and unpaid purchase price of any property or
assets, and (g) under interest rate or currency swap agreements, cap, floor and
collar agreements, spot and forward contracts and similar agreements and
arrangements; (ii) with respect to any obligation of others of the type
described in the preceding clause (i) or under clause (iii) below assumed by or
guaranteed in any manner by such person through an agreement to purchase
(including, without limitation, "take or pay" and similar arrangements),
contingent or otherwise (and the obligations of such person under any such
assumptions, guarantees or other such arrangements); and (iii) any and all
deferrals, renewals, extensions, refinancings and refundings of, or amendments,
modifications or supplements to, any of the foregoing.

         "Indenture" means this Indenture as amended or supplemented from time
to time.

         "Initial Purchaser" means Morgan Stanley & Co. Incorporated

         "Interest Payment Date" means February 18 and August 18 of each year,
beginning August 18, 2004.

         "Liquidated Damages" shall be as set forth in paragraph 15 of the Note,
the form of which is attached as Exhibit A hereto, qualified by reference to,
and is subject in its entirety to, the more complete description thereof
contained in the Registration Rights Agreement.

                                      -3-
<PAGE>

         "Maturity Date" means February 18, 2024.

         "Offering Memorandum" means the final offering memorandum, dated
February 2, 2004, relating to the Notes, including any supplements and
amendments thereto.

         "Officer" means the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Financial Officer, the Chief Accounting Officer, any
Executive Vice President, Senior Vice President or Vice President (whether or
not designated by a number or numbers or word or words before or after the title
"Vice President"), the Treasurer, the Secretary and any Assistant Treasurer or
any Assistant Secretary of the Company.

         "Officers' Certificate" means a certificate signed by two Officers, one
of whom is the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer or the Treasurer of the Company.

         "Opinion of Counsel" means a written opinion from legal counsel, who
may be an employee of or counsel to the Company or the Trustee, except to the
extent otherwise indicated in this Indenture.

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

         "Principal Property" means any aircraft, or any aircraft engine
installed in any aircraft, that has 75 or more passenger seats, whether now
owned or hereafter acquired by the Company or any Restricted Subsidiary.

         "Purchase Agreement" means the Purchase Agreement related to the Notes,
dated February 2, 2004, between the Company and the Initial Purchaser, as such
agreement may be amended, modified or supplemented from time to time.

         "Purchase Date" means February 18, 2009, February 18, 2014 and February
18, 2019, as applicable, as specified in the relevant Purchase Notice.

         "Redemption Date" means the business day specified for redemption of
the Notes in accordance with the terms of the Notes and this Indenture, as set
forth in a notice of redemption.

         "Registration Rights Agreement" means the Registration Rights Agreement
relating to the Notes and the Common Stock issuable upon conversion of such
Notes, dated February 6, 2004, between the Company and the Initial Purchaser, as
such agreement may be amended, modified or supplemented from time to time.

         "Regular Record Date" means the February 3 or August 3 immediately
preceding each Interest Payment Date.

         "Restricted Common Stock Legend" means the legend labeled as such and
that is set forth in Exhibit B hereto.

                                      -4-
<PAGE>

         "Restricted Securities Legend" means the legend labeled as such and
that is set forth in Exhibit A hereto.

         "Restricted Subsidiary" means any subsidiary of the Company (i)
substantially all of the property of which is located, and substantially all of
the operations of which are conducted, in the United States, and (ii) which owns
a Principal Property, except a subsidiary which is primarily engaged in the
business of a finance company.

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

         "Shelf Registration Statement" shall have the meaning set forth in the
Registration Rights Agreement.

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

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa- 77bbbb) as in effect on the date of execution of this Indenture, except
as provided in Sections 9.03 and 11.07.

         "trading price" shall have the meaning specified in Article 12 hereof
and paragraph 9 of the Note, the form of which is attached hereto as Exhibit A.

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

         "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor.

         "Voting Stock" of a corporation means all classes of Capital Stock of
such corporation then outstanding and normally entitled to vote in the election
of directors.

SECTION 1.02 Other Definitions.

                                      -5-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                       Defined in
                                                                                                         Section
                                                                                                         -------
<S>                                                                                                    <C>
"Bankruptcy Law"........................................................................                  6.01(g)
"business day"..........................................................................                    10.07
"Clearstream"...........................................................................                  2.01(a)
"closing price".........................................................................                 11.05(g)
"Conversion Agent"......................................................................                     2.03
"Conversion Date".......................................................................                 11.02(d)
"Current Market Price"..................................................................                 11.05(g)
"Custodian".............................................................................                     6.01
"Designated Event Date".................................................................                  4.09(a)
"Designated Event Notice"...............................................................                  4.09(a)
"Designated Event Offer"................................................................                  4.09(a)
"Designated Event Offer Termination Date"...............................................                  4.09(b)
"Designated Event Repurchase Date"......................................................                  4.09(b)
"Designated Event Repurchase Notice"....................................................                  4.09(c)
"Designated Event Repurchase Price".....................................................                  4.09(a)
"Euroclear".............................................................................                  2.01(a)
"Event of Default"......................................................................                     6.01
"Ex-Dividend Date"......................................................................                 11.05(d)
"Expiration Time".......................................................................                 11.05(f)
"fair market value".....................................................................                 11.05(g)
"Global Security".......................................................................                     2.01
"Investment Company Act"................................................................                     3.09
"measurement period"....................................................................                 12.02(a)
"non-electing share"....................................................................                    11.06
"Paying Agent"..........................................................................                     2.03
"Purchase Notice".......................................................................               4.08(a)(i)
"Purchase Price"........................................................................                  4.08(a)
"Purchased Shares"......................................................................                 11.05(f)
"Record Date"...........................................................................                 11.05(g)
"Redemption Price"......................................................................                  4.01(a)
"Register"..............................................................................                     2.03
"Registrar".............................................................................                     2.03
"Regulation S...........................................................................                  2.01(a)
"Rule 144A".............................................................................                  2.01(a)
"Securities"............................................................................                 11.05(d)
"Special Record Date"...................................................................                  2.12(b)
"trading day"...........................................................................                 11.05(g)
"Trigger Event".........................................................................                 11.05(d)
</TABLE>

SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture. All other
terms in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by Commission rule under the TIA have the meanings so
assigned to them.

                                      -6-
<PAGE>

SECTION 1.04 Rules of Construction.

         Unless the context otherwise requires:

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

         (b)      an accounting term not otherwise defined has the meaning
                  assigned to it in accordance with GAAP;

         (c)      "or" is not exclusive;

         (d)      words in the singular include the plural, and in the plural
                  include the singular; and

         (e)      the male, female and neuter genders include one another.

                                    ARTICLE 2

                          THE CONVERTIBLE SENIOR NOTES

SECTION 2.01 Form.

         (a) GLOBAL SECURITIES. The Notes are being offered and sold by the
Company pursuant to the Purchase Agreement. The Notes are being offered and sold
(i) outside the United States to non-U.S. persons in reliance on Regulation S
under the Securities Act ("Regulation S") or (ii) to "qualified institutional
buyers" (as defined in Rule 144A) in reliance on Rule 144A under the Securities
Act ("Rule 144A"), each pursuant to the Purchase Agreement, and shall be issued
in the form of one or more permanent global securities in definitive, fully
registered form without interest coupons with the Global Securities Legend and
Restricted Securities Legend as set forth in Exhibit A hereto (each, a "Global
Security"). Any Global Security shall be deposited on behalf of the purchasers
of the Notes represented thereby with the Trustee, as custodian for the
Depositary, and registered in the name of the Depositary or a nominee of the
Depositary for the accounts of participants in the Depositary (and, in the case
of Notes held in accordance with Regulation S, registered in the name of the
Depositary or a nominee of the Depositary for the accounts of designated agents
holding on behalf of the Euroclear System ("Euroclear") or Clearstream Banking,
societe anonyme ("Clearstream")), duly executed by the Company and authenticated
by the Trustee as hereinafter provided. The aggregate principal amount of a
Global Security may from time to time be increased or decreased by adjustments
made on the records of the Trustee and the Depositary or its nominee as
hereinafter provided.

         (b) BOOK-ENTRY PROVISIONS. This Section 2.01(b) shall apply only to a
Global Security deposited with or on behalf of the Depositary. The Company shall
execute and the Trustee shall, in accordance with this Section 2.01(b) and the
written order of the Company, authenticate and deliver initially one or more
Global Securities that (i) shall be registered in the name of Cede & Co. or
other nominee of such Depositary and (ii) shall be delivered by the Trustee to
such Depositary or pursuant to such Depositary's instructions or held by the
Trustee as custodian for the Depositary.

                                      -7-
<PAGE>

         Agent Members shall have no rights under this Indenture with respect to
any Global Security held on their behalf by the Depositary or by the Trustee as
the custodian of the Depositary or under such Global Security, and the
Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices of such Depositary governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.

         The provisions of the "Operating Procedures of the Euroclear System"
and "Terms and Conditions Governing Use of Euroclear" and the "Management
Regulations and Instructions to Participants" of Clearstream shall be applicable
to interests in any Global Securities that are held by participants through
Euroclear or Clearstream. The Trustee shall have no obligation to notify Holders
of any such procedures or to monitor or enforce compliance with the same.

         (c) DEFINITIVE SECURITIES. Except as provided in Section 2.10, owners
of beneficial interests in Global Securities will not be entitled to receive
physical delivery of certificated Notes in definitive form. If applicable,
certificated Notes in definitive form will bear the Restricted Securities Legend
set forth on Exhibit A unless removed in accordance with Section 2.06(f).

SECTION 2.02 Execution and Authentication.

         One Officer shall sign the Notes for the Company by manual or facsimile
signature.

         If an Officer whose signature is on a Note no longer holds that office
at the time the Note is authenticated, the Note shall nevertheless be valid.

         A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

         Upon a written order of the Company signed by an Officer of the
Company, the Trustee shall authenticate Notes for original issue up to an
aggregate principal amount of $325,000,000 (plus up to an additional $65,000,000
aggregate principal amount of Notes that may be sold by the Company to the
Initial Purchaser pursuant to the option granted pursuant to the Purchase
Agreement). The aggregate principal amount of Notes outstanding at any time may
not exceed $390,000,000, except as provided in Section 2.07.

         The Notes shall be issuable only in registered form without coupons and
only in denominations of $1,000 or any integral multiple thereof.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same right as an Agent to deal with the Company or
an Affiliate of the Company.

                                      -8-
<PAGE>

SECTION 2.03 Registrar, Paying Agent and Conversion Agent.

         The Company shall maintain or cause to be maintained in such locations
as it shall determine, which may be the Corporate Trust Office, an office or
agency: (i) where securities may be presented for registration of transfer or
for exchange ("Registrar"); (ii) where Notes may be presented for payment
("Paying Agent"); (iii) an office or agency where Notes may be presented for
conversion (the "Conversion Agent"); and (iv) where notices and demands to or
upon the Company in respect of Notes and this Indenture may be served by the
Holders. The Registrar shall keep a Register ("Register") of the Notes and of
their transfer and exchange. The Company may appoint one or more co-registrars,
one or more additional paying agents and one or more additional conversion
agents. The term "Registrar" includes any additional registrar, the term "Paying
Agent" includes any additional paying agent and the term "Conversion Agent"
includes any additional Conversion Agent. The Company may change any Paying
Agent, Registrar, Conversion Agent or co-registrar without prior notice. The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture and shall enter into an appropriate agency agreement
with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party
to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company or any of its subsidiaries may
act as Paying Agent, Registrar, Conversion Agent or co-registrar, except that
for purposes of Article 6 and Section 4.09, neither the Company nor any of its
subsidiaries shall act as Paying Agent. If the Company fails to appoint or
maintain another entity as Registrar, or Paying Agent or Conversion Agent, the
Trustee shall act as such, and the Trustee shall initially act as such.

SECTION 2.04 Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent (other than the Trustee,
who hereby so agrees) to agree in writing that the Paying Agent will hold in
trust for the benefit of Holders or the Trustee all money held by the Paying
Agent for the payment of principal of, interest or Liquidated Damages, if any,
on, or the Redemption Price, Purchase Price or Designated Event Repurchase Price
for, the Notes, and will notify the Trustee of any default by the Company in
respect of making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other
than the Company or a subsidiary of the Company) shall have no further liability
for the money. If the Company or a subsidiary of the Company acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent.

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 and shall otherwise comply with TIA Section 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven
business days before each Interest Payment Date, and as the Trustee may request
in writing within fifteen (15) days after receipt by the Company of any such
request (or such lesser time as the Trustee may reasonably request in order to
enable it to timely provide any notice to

                                      -9-
<PAGE>

be provided by it hereunder), a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders.

SECTION 2.06 Transfer and Exchange.

         (a)      When Notes are presented to the Registrar or a co-registrar
with a request to register a transfer or to exchange them for an equal principal
amount of Notes for other denominations, the Registrar shall register the
transfer or make the exchange if its requirements for such transactions are met.
To permit registrations of transfers and exchanges, the Company shall issue and
the Trustee shall authenticate Notes at the Registrar's request, bearing
registration numbers not contemporaneously outstanding. No service charge shall
be made to a Holder for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company and the Registrar may
require payment of a sum sufficient to cover any transfer tax or other
governmental charge payable upon exchanges from the Holder requesting such
registration of transfer or exchange.

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

         (c)      All Notes issued upon any transfer or exchange of Notes in
accordance with this Indenture shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this Indenture
as the Notes surrendered upon such registration of transfer or exchange.

         (d)      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, or of any
beneficial interest therein, shall only be made in accordance with Sections
2.01(b) and 2.10; provided, however, that beneficial interests in a Global
Security may be transferred to persons who take delivery thereof in the form of
a beneficial interest in the Global Security in accordance with the transfer
restrictions set forth under the heading "Notice to Investors" in the Offering
Memorandum and, if applicable, in the Restricted Securities Legend.

         Except for transfers or exchanges made in accordance with Section 2.10,
transfers of a Global Security shall be limited to transfers of such Global
Security in whole, but not in part, to nominees of the Depositary or to a
successor of the Depositary or such successor's nominee.

         (e)      In the event that a Global Security is exchanged for
certificated Notes in definitive form pursuant to Section 2.10(b) prior to the
effectiveness of a Shelf Registration Statement with respect to such Notes, such
exchange may occur, and such Notes may be further exchanged or transferred, only
upon receipt by the Registrar of (1) such Global Security or such Notes in
definitive form, duly endorsed as provided herein, as applicable, (2)
instructions from the Holder directing the Trustee to authenticate and deliver
one or more Notes in definitive form of the same aggregate principal amount as
the Global Security or the Notes in definitive form (or

                                      -10-
<PAGE>

portion thereof), as applicable, to be transferred, such instructions to contain
the name or names of the designated transferee or transferees, the authorized
denomination or denominations of the Notes in definitive form to be so issued
and appropriate delivery instructions, and (3) such certifications or other
information and, in the case of transfers pursuant to Rule 144 under the
Securities Act, legal opinions as the Company may reasonably require to confirm
that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
(including the certification requirements intended to ensure that such transfers
comply with Rule 144A or Regulation S under the Securities Act, as the case may
be), and upon compliance with such other procedures as may from time to time be
adopted by the Company and the Registrar.

         (f)      Except in connection with a Shelf Registration Statement
contemplated by and in accordance with the terms of the Registration Rights
Agreement, if Notes are issued upon the registration of transfer, exchange or
replacement of Notes bearing a Restricted Securities Legend, or if a request is
made to remove such a Restricted Securities Legend on the Notes, the Notes so
issued shall bear the Restricted Securities Legend, or a Restricted Securities
Legend shall not be removed, as the case may be, unless there is delivered to
the Company such satisfactory evidence, which, in the case of a transfer made
pursuant to Rule 144 under the Securities Act, may include an opinion of counsel
given in accordance with the laws in the State of New York, as may be reasonably
required by the Company, 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, Rule 144 or Regulation S under the Securities
Act or that such Notes are not "restricted" within the meaning of Rule 144 under
the Securities Act. Upon provision to the Company of such satisfactory evidence,
the Trustee, at the written direction of the Company, shall authenticate and
deliver Notes that do not bear the legend. The Company shall not otherwise be
entitled to require the delivery of a legal opinion in connection with any
transfer or exchange of Securities.

         (g)      Neither the Trustee nor any Agent shall have any
responsibility for any actions taken or not taken by the Depositary.

         (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 Notes (including any transfers between or among the Depositary's
participants or beneficial owners of interests in any Global Security) other
than to require delivery of such certificates and other documentation as is
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture and to examine the same to determine substantial compliance as
to form with the express requirements hereof.

SECTION 2.07 Replacement Convertible Senior Notes.

         (a) If the Holder claims that its Note has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Note if the Trustee's and the Company's requirements are met. If
required by the Trustee or the Company as a condition of receiving a replacement
Note, the Holder must provide a certificate of loss and an indemnity and/or an
indemnity bond sufficient, in the judgment of both the Company and the Trustee,
to

                                      -11-
<PAGE>

fully protect the Company, the Trustee, any Agent and any authenticating agent
from any loss, liability, cost or expense which any of them may suffer or incur
if the Note is replaced. The Company and the Trustee may charge the relevant
Holder for their expenses in replacing any Note.

         (b) The Trustee or any authenticating agent may authenticate any such
substituted Note, and deliver the same upon the receipt of such security or
indemnity as the Trustee and the Company may require. Upon the issuance of any
substituted Note, the Company and the Trustee 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 connected therewith. In case any Note
which has matured or is about to mature, submitted for redemption or repurchase
pursuant to Article 4 or is about to be converted into Common Stock pursuant to
Articles 11 and 12, shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Note, pay or authorize the payment
of or convert or authorize the conversion of the same (without surrender thereof
except in the case of a mutilated Note), as the case may be, if the applicant
for such payment or conversion shall furnish to the Company, to the Trustee and,
if applicable, to the paying agent or conversion agent such security or
indemnity as may be required by the Company or the Trustee to save each of them
harmless for any loss, liability, cost or expense caused by or connected with
such substitution, and, in case of destruction, loss or theft, evidence
satisfactory to the Company, the Trustee and, if applicable, any paying agent or
conversion agent of the destruction, loss or theft of such Note and of the
ownership thereof.

         (c) Every replacement Note is an additional obligation of the Company
and shall be entitled to all the benefits provided under this Indenture equally
and proportionately with all other Notes duly issued, authenticated and
delivered hereunder.

SECTION 2.08 Outstanding Convertible Senior Notes.

         The Notes outstanding at any time are all the Notes properly
authenticated by the Trustee except for those cancelled by the Trustee, those
delivered to it for cancellation, and those described in this Section as not
outstanding.

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

         If Notes are considered paid under Section 3.01 or converted pursuant
to Articles 11 and 12, they cease to be outstanding, and interest and Liquidated
Damages, if any, on them ceases to accrue.

         Subject to Section 2.09 hereof, a Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note.

SECTION 2.09 When Treasury Convertible Senior Notes Disregarded.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or an Affiliate of the Company shall be considered as though they are
not outstanding except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or

                                      -12-
<PAGE>

consent, only Notes which a Trust Officer of the Trustee actually knows are so
owned shall be so disregarded.

SECTION 2.10 Temporary Convertible Senior Notes.

         (a) Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Company considers appropriate for temporary Notes and shall be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Notes in exchange
for temporary Notes.

         (b) A Global Security deposited with the Depositary or with the Trustee
as custodian for the Depositary pursuant to Section 2.01 shall be transferred to
the beneficial owners thereof in the form of certificated Notes in definitive
form only if such transfer complies with Section 2.06 and (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security or if at any time such Depositary ceases to be a
"clearing agency" registered under the Exchange Act and a successor Depositary
is not appointed by the Company within 90 days of such notice, or (ii) an Event
of Default has occurred and is continuing.

         (c) Any Global Security or interest thereon that is transferable to the
beneficial owners thereof in the form of certificated Notes in definitive form
shall, if held by the Depository, be surrendered by the Depositary to the
Trustee, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Security, an equal aggregate
principal amount of Notes of authorized denominations in the form of
certificated Notes in definitive form. Any portion of a Global Security
transferred pursuant to this Section shall be executed, authenticated and
delivered only in denominations of $1,000 and any integral multiple thereof and
registered in such names as the Depositary shall direct. Any Notes in the form
of certificated Notes in definitive form delivered in exchange for an interest
in the Global Security shall, except as otherwise provided by Section 2.06(f),
bear the Restricted Securities Legend set forth in Exhibit A hereto.

         (d) Prior to any transfer pursuant to Section 2.10(b), the registered
Holder of a Global Security may grant proxies and otherwise authorize any
person, including Agent Members and persons that may hold interests through
Agent Members, to take any action that a Holder is entitled to take under this
Indenture or the Notes.

SECTION 2.11 Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else may cancel Notes surrendered for registration of
transfer, exchange, payment, replacement, conversion, repurchase or
cancellation. Upon written instructions of the Company, the Trustee shall
dispose of cancelled Notes in accordance with its procedures for the disposition
of cancelled securities in effect as of the date of such disposition and, after
such disposition, shall deliver a certificate of

                                      -13-
<PAGE>

disposition to the Company. The Company may not issue new Notes to replace Notes
that it has paid or repurchased or that have been delivered to the Trustee for
cancellation or that any Holder has (i) converted pursuant to Articles 11 and 12
hereof or (ii) submitted for repurchase pursuant to Article 4 hereof (unless
such submission is withdrawn in accordance with the terms of this Indenture).

SECTION 2.12 Defaulted Interest.

         (a) If the Company fails to make a payment of interest on the Notes, it
shall pay such defaulted interest plus, to the extent lawful, any interest
payable on the defaulted interest. It may pay such defaulted interest, plus any
such interest payable on it, to the persons who are Holders on a subsequent
special record date. The Company shall fix any such record date.

         (b) The Company may elect to make payment of any defaulted interest to
the persons in whose names the Notes are registered at the close of business on
a special record date for the payment of such defaulted interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of defaulted interest proposed to be paid on each Note and the
date of the proposed payment (which shall not be less than 20 days after such
notice is received by the Trustee), and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such defaulted interest or shall make
arrangements satisfactory to the Trustee for such deposit 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
"Special Record Date"). The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such defaulted interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Notes at his address as it appears on the list of Securityholders maintained
pursuant to Section 2.05 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 mailed as aforesaid, such defaulted interest
shall be paid to the persons in whose names the Notes are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following paragraph (c).

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

SECTION 2.13 CUSIP Number.

         The Company in issuing the Notes may use a "CUSIP" number and, if so,
such CUSIP number shall be included in notices of repurchase or exchange as a
convenience to Holders; provided, however, that any such notice may state that
no representation is made as to the

                                      -14-
<PAGE>

correctness or accuracy of the CUSIP number printed in the notice or on the
Notes and that reliance may be placed only on the other identification numbers
printed on the Notes. The Company will promptly notify the Trustee of any change
in the CUSIP number.

SECTION 2.14 Restrictions on Transfer.

         The Company agrees that it will refuse to register any transfer of
Notes or any shares of Common Stock issued upon conversion of Notes that is not
made in accordance with the provisions of Regulation S under the Securities Act,
pursuant to a registration statement which has been declared effective under the
Securities Act or pursuant to an available exemption from the registration
requirements of the Securities Act; provided that the provisions of this
paragraph shall not be applicable to any Notes which do not bear a Restricted
Securities Legend or to any shares of Common Stock evidenced by certificates
which do not bear a Restricted Common Stock Legend.

                                   ARTICLE 3

                                   COVENANTS

SECTION 3.01 Payments on the Notes.

         The Company shall pay the principal of and interest and Liquidated
Damages, if any, on the Notes on the dates and in the manner provided in the
Notes. Principal, interest, Liquidated Damages, if any, Redemption Price,
Purchase Price and Designated Event Repurchase Price, as applicable, shall be
considered paid on the date due if the Trustee or Paying Agent (other than the
Company or a subsidiary of the Company) holds as of 10:00 a.m., New York City
time, on that date immediately available funds designated for and sufficient to
pay all principal, interest, Liquidated Damages, if any, Redemption Price,
Purchase Price or the Designated Event Repurchase Price then due.

         To the extent lawful, the Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on (i)
overdue principal, at the rate borne by the Notes, compounded semiannually; and
(ii) overdue installments of interest and Liquidated Damages, if any (without
regard to any applicable grace period) at the same rate, compounded
semiannually.

SECTION 3.02 Commission Reports.

         The Company shall comply with TIA Section 314(a). Whether or not
required by the rules and regulations of the Commission, so long as any of the
Notes are outstanding, the Company shall file with the Commission and furnish to
the Trustee all quarterly and annual financial information (without exhibits)
required to be contained in a filing on Form 10-Q and Form 10-K, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and, with respect to the annual consolidated financial statements
only, a report thereon by the independent auditors of the Company.

                                      -15-
<PAGE>

SECTION 3.03 Compliance Certificate.

         The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Company, an Officers' Certificate stating that a
review of the activities of the Company and its subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has fully performed its
obligations under this Indenture and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge, the Company
is not in default in the performance or observance of any of the terms and
conditions hereof (or, if any Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge) and, that to the best of his or her knowledge, no event has occurred
and remains in existence by reason of which payments on account of the principal
of or interest or Liquidated Damages, if any, on the Notes are prohibited.

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

SECTION 3.04 Maintenance of Office or Agency.

         The Company shall maintain or cause to be maintained the office or
agency required under Section 2.03. The Company shall give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency not maintained by the Trustee. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, presentations, surrenders, notices and demands
with respect to the Notes may be made or served at the Corporate Trust Office of
the Trustee.

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

SECTION 3.05 Continued Existence.

         Subject to Article 5, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

SECTION 3.06 Appointments to Fill Vacancies in Trustee's Office.

         The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 7.08, a
Trustee, so that there shall at all times be a Trustee hereunder.

SECTION 3.07 Stay, Extension and Usury Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter enforced, that

                                      -16-
<PAGE>

may affect the Company's obligation to pay the Notes; and the Company (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law insofar as such law applies to the Notes, and
covenants that it shall not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law has been enacted.

SECTION 3.08 Taxes.

         The Company shall, and shall cause each of its subsidiaries to, pay
prior to delinquency all taxes, assessments and government levies; provided,
however, that the Company shall not be required to pay or cause to be paid any
such tax, assessment or levy (a) if the failure to do so will not, in the
aggregate, have a material adverse impact on the Company and its subsidiaries
taken as a whole, or (b) if the amount, applicability or validity is being
contested in good faith by appropriate proceedings.

SECTION 3.09 Investment Company Act.

         As long as any Notes are outstanding, the Company will conduct its
business and operations so as not to become an "investment company" within the
meaning of the Investment Company Act of 1940, as amended (the "Investment
Company Act"), and will take all steps required in order for it to continue not
to be an "investment company" and not to be required to be registered under the
Investment Company Act, including, if necessary, redeployment of the assets of
the Company.

                                    ARTICLE 4

                             REDEMPTION AND PURCHASE

SECTION 4.01 Right to Redeem; Notices to Trustee.

         (a) The Company, at its option, may redeem all or a portion of the
Notes on or after February 21, 2009 at a redemption price in cash ("Redemption
Price") equal to 100% of the principal amount thereof, plus any accrued and
unpaid interest to, but excluding, the Redemption Date.

         (b) If the Company elects to redeem Notes pursuant to the terms of the
Notes and this Indenture, it shall notify the Trustee in writing of the
Redemption Date, the principal amount of Notes to be redeemed and the Redemption
Price payable on the Redemption Date. The Company shall deliver to the Trustee
the notice of redemption provided for in this Section 4.01 by means of a written
request or order signed in the name of the Company by any two Officers at least
45 days before the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee).

SECTION 4.02 Selection of Notes to Be Redeemed.

         (a) If less than all the Notes are to be redeemed, the Trustee shall
select the Notes 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 Notes are

                                      -17-
<PAGE>

then listed). The Trustee shall make the selection at least 30 days but not more
than 60 days before the Redemption Date from outstanding Notes not previously
called for redemption.

         (b) Notes 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 Notes called for redemption also apply to portions
of Notes called for redemption. The Trustee shall notify the Company promptly of
the amount of Notes or portions thereof to be redeemed.

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

SECTION 4.03 Notice of Redemption.

         (a) At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail a notice of redemption by first-class mail, postage
prepaid, to each Holder of Notes to be redeemed. The notice shall identify the
Notes to be redeemed and shall state:

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price payable on the Redemption Date;

                  (iii)    the then current Conversion Rate;

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

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

                  (vi)     that Holders who want to convert Notes must satisfy
         the requirements set forth in paragraph 9 of the Note;

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

                  (viii)   if fewer than all the outstanding Notes are to be
         redeemed, the certificate number(s) or CUSIP number(s) and principal
         amounts of the particular Notes to be redeemed;

                  (ix)     that, unless the Company defaults in making payment
         of such Redemption Price, the Notes called for redemption will cease to
         be outstanding and interest and Liquidated Damages, if any, on the
         Notes called for redemption will cease to accrue on and after the
         Redemption Date; and

                                      -18-
<PAGE>

                  (x)      that all rights of the Holder will terminate on and
         after the Redemption Date (other than the right to receive the
         Redemption Price upon delivery or transfer of the Notes called for
         redemption).

         (b)      At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense, provided that the
Company makes such request at least five business days (unless a shorter period
shall be satisfactory to the Trustee) prior to the date such notice of
redemption must be mailed.

SECTION 4.04 Effect of Notice of Redemption.

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

SECTION 4.05 Deposit of Redemption Price.

         (a)      Prior to 10:00 a.m. (New York City time) on the Redemption
Date, the Company shall deposit with the Paying Agent (or if the Company or a
subsidiary or an Affiliate of either of them is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the Redemption Price for
all Notes to be redeemed on that date other than Notes or portions of Notes
called for redemption which on or prior thereto have been delivered by the
Company to the Trustee for cancellation or have been converted. The Paying Agent
shall as promptly as practicable return to the Company any money not required
for that purpose because of conversion of Notes pursuant to Articles 11 and 12.
If such money is then held by the Company or its subsidiary or an Affiliate of
either of them, as Paying Agent, in trust and is not required for such purpose
it shall be discharged from such trust.

         (b)      If as of 10:00 a.m. (New York City time) on any Redemption
Date the Paying Agent holds money sufficient to pay in full the Redemption Price
for all Notes to be redeemed on such Redemption Date, other than Notes or
portions of Notes called for redemption which on or prior thereto have been
delivered by the Company to the Trustee for cancellation or have been converted,
the Notes will cease to be outstanding immediately following the close of
business on the Redemption Date and interest and Liquidated Damages, if any, on
the Notes so purchased will cease to accrue on and after such Redemption Date.
In such event, all rights of the Holder will terminate, other than the right to
receive the Redemption Price upon delivery or transfer of the Notes to be so
purchased.

SECTION 4.06 Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder a new Note
in an authorized denomination equal in principal amount to the unredeemed
portion of the Notes surrendered.

                                      -19-
<PAGE>

SECTION 4.07 Arrangement on Call for Redemption.

         (a) In connection with any redemption of Notes, the Company may arrange
at or shortly before the time of the redemption for the purchase of any Notes
called for redemption by an agreement with one or more investment banks or other
purchasers to purchase such Notes by paying to the Trustee in trust for the
Holders, on or prior to 10:00 a.m. (New York City time) on the Redemption Date,
an amount that, together with any amounts deposited with the Trustee by the
Company for the redemption of such Notes, is not less than the Redemption Price
of such Notes. Notwithstanding anything to the contrary contained in this
Article 4, the obligation of the Company to pay the Redemption Prices of such
Notes shall be deemed to be satisfied and discharged to the extent such amount
is so paid by such purchasers.

         (b) If such an agreement is entered into, any Notes not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders as of the close of business on the Redemption Date,
subject to payment of the above amount as aforesaid.

         (c) The Trustee shall hold and pay to the Holders whose Notes are
selected for redemption any such amount paid to it for purchase in the same
manner as it would moneys deposited with it by the Company for the redemption of
Notes. Without the Trustee's prior written consent, no arrangement between the
Company and such purchasers for the purchase of any Notes shall increase or
otherwise affect any of the powers, duties, responsibilities or obligations of
the Trustee as set forth in this Indenture, and the Company agrees to indemnify
the Trustee from, and hold it harmless against, any loss, liability or expense
arising out of or in connection with any such arrangement for the purchase of
any Notes between the Company and such purchasers, including the costs and
expenses incurred by the Trustee in the defense of any claim or liability
arising out of or in connection with the exercise or performance of any of its
powers, duties, responsibilities or obligations under this Indenture.

SECTION 4.08 Purchase of Notes at the Option of the Holders.

         (a) Notes shall be purchased by the Company at the option of the Holder
thereof, in whole or in part, at a purchase price in cash (the "Purchase Price")
equal to 100% of the principal amount thereof, plus any accrued and unpaid
interest to, but excluding, the relevant Purchase Date, upon:

                  (i)      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 at least 20 business days prior
         to the relevant Purchase Date until the close of business on the fifth
         business day prior to such Purchase Date stating:

                           (A)      the relevant Purchase Date;

                           (B)      the certificate number(s) or CUSIP number(s)
                  of the Notes which the Holder will deliver to be purchased;

                                      -20-
<PAGE>

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

                           (D)      that such Notes shall be purchased as of the
                  Purchase Date pursuant to the terms and conditions specified
                  in the Notes and in this Indenture; and

                  (ii)     delivery of such Notes to the Paying Agent prior to
         the close of business on the business day prior to 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.

         (b) The Company shall purchase from the Holder thereof, pursuant to
this Section 4.08, a portion of a Note 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 Note also apply to the purchase of such
portion of such Note.

         (c) Any purchase by the Company contemplated pursuant to the provisions
of this Section 4.08 shall be consummated by the delivery of the Purchase Price
promptly following the later of the Purchase Date and the time of delivery of
the Note.

         (d) Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
4.08 shall have the right to withdraw such Purchase Notice at any time prior to
the close of business on the fifth business day prior to the Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 4.10. The Paying Agent shall promptly notify the Company of the
receipt by it of any Purchase Notice or written notice of withdrawal thereof.

         (e) On or before the 20th business day prior to each Purchase Date, the
Company shall deliver to the Trustee, the Paying Agent, each Holder and, if
required by applicable law, each beneficial holder of Notes, a written notice
stating:

                  (i)      the Purchase Price payable on such Purchase Date;

                  (ii)     procedures that Holders must follow to have their
         Notes purchased on the relevant Purchase Date;

                  (iii)    the then current Conversion Rate;

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

                  (v)      that Holders who have delivered a Purchase Notice and
         who want to convert their Notes must first withdraw their Purchase
         Notice in accordance with the terms of this Indenture and such Holders
         must satisfy the requirements set forth in paragraph 9 of the Note;

                                      -21-
<PAGE>

                  (vi)     that Notes must be surrendered to the Paying Agent to
         collect the Purchase Price;

                  (vii)    that, unless the Company defaults in making payment
         of such Purchase Price, the Notes so purchased will cease to be
         outstanding and interest and Liquidated Damages, if any, on the Notes
         so purchased will cease to accrue on and after the relevant Purchase
         Date;

                  (viii)   that all rights of the Holder will terminate on and
         after the relevant Purchase Date (other than the right to receive the
         Purchase Price upon delivery or transfer of the Notes to be purchased);
         and

                  (ix)     if fewer than all the outstanding Notes are to be
         purchased, the certificate/CUSIP number(s) and principal amounts of the
         particular Notes to be purchased.

         (f) Simultaneously with delivering the written notice pursuant to
Section 4.08(e) above, the Company shall publish a notice containing all
information specified in such written notice in a newspaper of general
circulation in The City of New York, or publish such information on the
Company's website, or through such other public medium that reasonably could be
expected to inform Holders of such information.

         (g) Procedure upon Purchase. The Company shall deposit the cash at the
time and in the manner as provided in Section 4.11, in an amount sufficient to
pay the aggregate Purchase Price of all Notes to be purchased pursuant to this
Section 4.08.

SECTION 4.09 Repurchase at the Option of Holders Upon Designated Event.

         (a) Following a Designated Event (the date of each such occurrence
being the "Designated Event Date"), the Company shall notify the Holders in
writing of such occurrence (such written notice referred to herein as the
"Designated Event Notice") and shall make an offer (the "Designated Event
Offer") to repurchase all Notes then outstanding at a repurchase price in cash
(the "Designated Event Repurchase Price") equal to 100% of the principal amount
thereof, plus accrued and unpaid interest to, but excluding, the Designated
Event Repurchase Date (as defined below). If the Designated Event Repurchase
Date is an Interest Payment Date, the Company shall pay interest to the person
in whose name the Note is registered on the relevant Regular Record Date.

         (b) The Designated Event Notice shall be mailed by or at the direction
of the Company to the Holders as shown on the Register of such Holders
maintained by the Registrar not more than 30 days after the applicable
Designated Event Date at the addresses as shown on the Register maintained by
the Registrar, with a copy to the Trustee and the Paying Agent. The Designated
Event Offer shall remain open until a specified date (the "Designated Event
Offer Termination Date") that is 20 business days from the date the Designated
Event Notice is mailed. Prior to the Designated Event Offer Termination Date,
Holders may elect to tender their Notes in whole or in part in integral
multiples of $1,000 in exchange for cash. Payment shall be made by the Company
in respect of Notes properly tendered pursuant to this Section (such date of
payment

                                      -22-
<PAGE>

being referred to herein as the "Designated Event Repurchase Date") promptly
following the Designated Event Offer Termination Date.

         (c) The Designated Event Notice, which shall govern the terms of the
Designated Event Offer, shall include a form of written notice of repurchase
substantially in the form attached in Exhibit A hereto (the "Designated Event
Repurchase Notice") to be completed by the Holder and shall include such
disclosures as are required by law and shall state:

                  (i)      that a Designated Event Offer is being made pursuant
         to this Section 4.09 and that all Notes properly tendered will be
         accepted for payment;

                  (ii)     the certificate number(s) or CUSIP number(s) of the
         Notes pursuant to which the Designated Event Offer is being made;

                  (iii)    the event, transaction or transactions that
         constitute the Designated Event, the date of such Designated Event and
         that Holders have the right to elect to have their Notes repurchased in
         accordance with the Company's Designated Event Offer;

                  (iv)     the Designated Event Repurchase Price for each Note,
         the Designated Event Offer Termination Date and the Designated Event
         Repurchase Date;

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

                  (vi)     that Notes as to which a Designated Event Repurchase
         Notice has been given may be converted pursuant to this Section 4.09
         only if the Designated Event Repurchase Notice has been withdrawn in
         accordance with the terms of this Indenture;

                  (vii)    that any Note not accepted for payment will continue
         to accrue interest and Liquidated Damages, if applicable, in accordance
         with the terms thereof;

                  (viii)   that, unless the Company defaults on making the
         Designated Event Repurchase Price, any Note accepted for payment
         pursuant to the Designated Event Offer shall cease to accrue interest
         and Liquidated Damages, if any, on and after the Designated Event
         Repurchase Date and no further interest or Liquidated Damages, if any,
         shall accrue on or after such date and any conversion rights associated
         with any Note accepted for payment pursuant to the Designated Event
         Offer shall terminate on the Designated Event Offer Termination Date;

                  (ix)     that Holders electing to have Notes repurchased
         pursuant to a Designated Event Offer will be required to surrender
         their Notes to the Paying Agent at the address specified in the
         Designated Event Notice prior to 5:00 p.m., New York City time, on the
         Designated Event Offer Termination Date and must complete any form
         letter of transmittal proposed by the Company and acceptable to the
         Trustee and the Paying Agent;

                  (x)      that Holders will be entitled to withdraw their
         election if the Paying Agent receives, not later than 5:00 p.m., New
         York City time, on the Designated Event Offer Termination Date, a
         facsimile transmission or letter setting forth the name of the Holder,

                                      -23-
<PAGE>

         the principal amount of Notes the Holder delivered for purchase, the
         certificate number(s) or CUSIP number(s) of the Notes and a statement
         that such Holder is withdrawing his election to have such Notes
         purchased;

                  (xi)     that Holders whose Notes are repurchased only in part
         will be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered;

                  (xii)    the procedures that Holders must follow in order to
         tender their Notes; and

                  (xiii)   that in the case of a Designated Event Repurchase
         Date that is also an Interest Payment Date, the interest payment and
         Liquidated Damages, if any, due on such date shall be paid to the
         person in whose name the Note is registered at the close of business on
         the relevant Designated Event Offer Termination Date.

         (d) A Holder may exercise its rights specified in this Section 4.09
upon delivery of a Designated Event Repurchase Notice to the Trustee with a copy
to the Paying Agent at any time on or prior to the Designated Event Offer
Termination Date.

         (e) The delivery of a Holder's Notes to the Trustee and the Paying
Agent with the Designated Event Repurchase Notice (together with all necessary
endorsements) at the office of the Trustee and the Paying Agent shall be a
condition to the receipt by the Holder of the Designated Event Repurchase Price
therefor; provided, however, that such Designated Event Repurchase Price shall
be so paid pursuant to this Section 4.09 only if the Notes so delivered to the
Trustee and the Paying Agent shall conform in all respects to the description
thereof set forth in the related Designated Event Repurchase Notice.

         (f) Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Designated Event Repurchase Notice
contemplated by this Section 4.09 shall have the right to withdraw such
Designated Event Repurchase Notice at any time on or prior to the Designated
Event Offer Termination Date by delivery of a written notice of withdrawal to
the Paying Agent in accordance with Section 4.10. The Paying Agent shall
promptly notify the Company of the receipt by it of any Designated Event
Repurchase Notice or written withdrawal thereof.

         (g) On the Designated Event Offer Termination Date, the Company shall
(i) accept for payment all Notes or portions thereof properly tendered pursuant
to the Designated Event Offer, (ii) deposit with the Paying Agent money
sufficient to pay the Designated Event Repurchase Price with respect to all
Notes or portions thereof so tendered and accepted and (iii) deliver or cause to
be delivered to the Trustee for cancellation the Notes so accepted together with
an Officers' Certificate setting forth the aggregate principal amount of Notes
or portions thereof tendered to and accepted for payment by the Company. On the
Designated Event Repurchase Date, the Paying Agent shall mail or deliver the
Designated Event Repurchase Price to the Holders so accepted and the Trustee
shall promptly authenticate and mail or cause to be transferred by book-entry to
such Holders a new Note equal in principal amount to any unpurchased portion of
the Note surrendered, if any; provided that such new Notes will be in a
principal amount of $1,000 or an integral multiple thereof. Any Notes not so
accepted shall be promptly mailed or delivered by the Company to the Holder
thereof.

                                      -24-
<PAGE>

         (h) In the case of any reclassification, change, consolidation, merger,
share exchange, combination or sale or conveyance to which Section 11.06 applies
in which the Common Stock of the Company is changed or exchanged as a result
into the right to receive stock, securities or other property or assets
(including cash) which includes shares of Common Stock of the Company or another
person that are, or upon issuance will be, traded on a United States national
securities exchange or approved for trading on an established automated
over-the-counter trading market in the United States and such shares constitute
at the time such change or exchange becomes effective in excess of 50% of the
aggregate fair market value of such stock, securities other property and assets
(including cash) (as determined by the Company, which determination shall be
conclusive and binding), then the person formed by such consolidation or
resulting from such merger or share exchange or which acquires such assets, as
the case may be, shall execute and deliver to the Trustee a supplemental
indenture (which shall comply with the TIA as in force at the date of execution
of such supplemental indenture) modifying the provisions of this Indenture
relating to the right of Holders to cause the Company to repurchase Notes
following a Designated Event, including the applicable provisions of this
Section 4.09 and the definition of Designated Event, as determined in good faith
by the Company (which determination shall be conclusive and binding), to make
such provision apply to such common stock and the issuer thereof if different
from the Company and Common Stock of the Company (in lieu of the Company and the
Common Stock of the Company).

SECTION 4.10 Effect of Purchase Notice or Designated Event Repurchase Notice.

         (a) Upon receipt by the Paying Agent of the Purchase Notice or
Designated Event Repurchase Notice specified in Section 4.08 or Section 4.09, as
applicable, the Holder in respect of which such Purchase Notice or Designated
Event Repurchase Notice, as the case may be, was given shall (unless such
Purchase Notice or Designated Event Repurchase Notice is withdrawn as specified
in the following two paragraphs) thereafter be entitled to receive solely the
Purchase Price or Designated Event Repurchase Price, as the case may be, with
respect to such Note. Such Purchase Price or Designated Event Repurchase 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 or the Designated Event
Offer Termination Date, as the case may be, with respect to such Note (provided
the conditions in Section 4.08 or Section 4.09, as applicable, have been
satisfied) and (y) the time of delivery of such Note to the Paying Agent by the
Holder thereof in the manner required by Section 4.08 or Section 4.09, as
applicable. Notes in respect of which a Purchase Notice or Designated Event
Repurchase Notice, as the case may be, has been given by the Holder thereof may
not be converted pursuant to Articles 11 and 12 hereof on or after the date of
the delivery of such Purchase Notice or Designated Event Repurchase Notice, as
the case may be, unless such Purchase Notice or Designated Event Repurchase
Notice, as the case may be, has first been validly withdrawn as specified in the
following paragraph.

         (b) A Purchase Notice or Designated Event Purchase Notice, as the case
may be, 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 or
Designated Event Purchase Notice, as the case may be, at any time prior to the
close of business on the Purchase Date or the Designated Event Payment Date, as
the case may be, specifying:

                                      -25-
<PAGE>

                  (i)      the principal amount of the Note with respect to
         which such notice of withdrawal is being submitted;

                  (ii)     the certificate number(s) or CUSIP number(s) of the
         Note in respect of which such notice of withdrawal is being submitted;
         and

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

         (c) There shall be no purchase of any Notes pursuant to Section 4.08 if
there has occurred (prior to, on or after, as the case may be, the giving, by
the Holders of such Notes 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 Notes). The Paying Agent will promptly return to the respective
Holders thereof any Notes (x) with respect to which a Purchase Notice has been
delivered 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 Notes), in which case, upon such return, the
Purchase Notice with respect thereto shall be deemed to have been withdrawn.

SECTION 4.11 Deposit of Purchase Price or Designated Event Repurchase Price.

         (a) Prior to 10:00 a.m. (New York City time) on the Purchase Date or
the Designated Event Repurchase Date, as the case may be, the Company shall
deposit with the Trustee or with the Paying Agent (or, if the Company or a
subsidiary or an Affiliate of either of them is acting as the Paying Agent in
connection with a purchase pursuant to Section 4.08, shall segregate and hold in
trust as provided in Section 2.04) an amount of money (in immediately available
funds if deposited on such business day) sufficient to pay the aggregate
Purchase Price or Designated Event Repurchase Price, as the case may be, of all
the Notes or portions thereof which are to be purchased as of the Purchase Date
or Designated Event Repurchase Date, as the case may be.

         (b) If the Paying Agent holds money sufficient to pay in full the
relevant Purchase Price or Designated Event Repurchase Price, as applicable, for
all Notes to be purchased on the relevant Purchase Date or Designated Event
Repurchase Date, as applicable, other than Notes or portions of Notes which on
or prior thereto have been delivered by the Company to the Trustee for
cancellation or have been converted, the Notes will cease to be outstanding
immediately following the close of business on the relevant Purchase Date or
Designated Event Repurchase Date, as applicable, and interest and Liquidated
Damages, if any, on the Notes so purchased will cease to accrue on and after
such Purchase Date or Designated Event Repurchase Date, as applicable. In such
event, all rights of the Holder will terminate on and after the relevant
Purchase Date or Designated Event Repurchase Date, as applicable, other than the
right to receive the relevant Purchase Price or Designated Event Repurchase
Price, as applicable, upon delivery or transfer of the Notes to be so purchased.

SECTION 4.12 Notes Purchased in Part.

         Any Note which is to be purchased only in part shall be surrendered at
the office of the Paying Agent (with, if the Company or the Trustee so requires,
due endorsement by, or a written

                                      -26-
<PAGE>

instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or such Holder's attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Note, without service charge, a new Note or Notes,
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 Notes so surrendered which is not purchased.

SECTION 4.13 Covenant to Comply with Securities Laws upon Purchase of
Convertible Senior Notes.

         In connection with any offer to purchase or purchase of Notes under
Section 4.08 or 4.09 hereof (provided that such offer or purchase constitutes an
"issuer tender offer" for purposes of Rule 13e-4 (which term, as used herein,
includes any successor provision thereto) under the Exchange Act at the time of
such offer or purchase), the Company shall, to the extent applicable, (i) comply
with Rule 13e-4 and Rule 14e-1 under the Exchange Act, (ii) file the related
Schedule TO (or any successor schedule, form or report) under the Exchange Act,
and (iii) otherwise comply with all federal and state securities laws so as to
permit the rights and obligations under Sections 4.08 and 4.09 to be exercised
in the time and in the manner specified in Sections 4.08 and 4.09.

SECTION 4.14 Repayment to the Company.

         The Trustee and the Paying Agent shall return to the Company any cash
that remains unclaimed, together with interest or dividends, if any, thereon
(subject to the provisions of Section 7.01(f)), held by them for the payment of
the Purchase Price or Designated Event Repurchase Price, as the case may be;
provided, however, that to the extent that the aggregate amount of cash
deposited by the Company pursuant to Section 4.11 exceeds the aggregate Purchase
Price or Designated Event Repurchase Price, as the case may be, with respect to
the Notes or portions thereof which the Company is obligated to purchase as of
the Purchase Date or Designated Event Repurchase Date, as the case may be,
whether as a result of withdrawal or otherwise, then promptly after the business
day following the Purchase Date or Designated Event Repurchase Date, as the case
may be, the Trustee shall return any such excess to the Company together with
interest or dividends, if any, thereon (subject to the provisions of Section
7.01(f)).

                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.01 Company May Consolidate, etc., Only on Certain Terms

         The Company 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, and the Company shall not permit any person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company unless:

         (a) either:

                  (i)      the Company shall be the continuing corporation; or

                                      -27-
<PAGE>

                  (ii)     the person formed by or surviving any such
         consolidation or share exchange or into which the Company is merged (if
         other than the Company) or the person which acquires by sale,
         assignment, transfer, lease, conveyance or other disposition the
         properties and assets of the Company as an entirety or substantially as
         an entirety:

                  (1)      shall be a corporation, partnership or trust
                  organized under the laws of the United States or any State
                  thereof or the District of Columbia; and

                  (2)      shall expressly assume, by supplemental indenture in
                  form reasonably satisfactory to the Trustee, executed and
                  delivered to the Trustee, in form satisfactory to the Trustee,
                  the due and punctual payment of the principal of and interest
                  and Liquidated Damages, if any, on all of the Notes and the
                  performance or observance of every covenant of the Notes and
                  this Indenture on the part of the Company to be performed or
                  observed, including, without limitation, modifications to
                  rights of Holders to cause the repurchase of Notes upon a
                  Designated Event in accordance with Section 4.09(h) and
                  conversion rights in accordance with Section 11.06 to the
                  extent required by such Sections;

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

         (c) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.

SECTION 5.02 Successor Corporation Substituted.

         Upon any consolidation of the Company with, or merger of the Company
into, any other person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with this
Article 5, the successor person formed by such consolidation or into which the
Company is merged or into which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor person shall be relieved of all obligations and
covenants under this Indenture and the Notes.

SECTION 5.03 Repurchase at the Option of Holders upon Designated Event.

         This Article 5 does not affect the obligations of the Company
(including without limitation any successor to the Company) under Section 4.09.

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<PAGE>

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

         An "Event of Default" with respect to any Notes shall be deemed to have
occurred if:

         (a) the Company defaults in the payment of principal of the Notes when
due upon redemption, repurchase or otherwise; or

         (b) the Company defaults in the payment of any installment of interest
or Liquidated Damages on the Notes when due (including any interest payable in
connection with a repurchase pursuant to Section 4.08 or Section 4.09 and a
redemption pursuant to Section 4.01) and continuance of such default for 30 days
or more; or

         (c) the Company fails to comply or observe in any material respect
(other than a default set forth in clauses (a) and (b) above and clause (d)
below) any other covenant or agreement of the Company in respect of the Notes
set forth in this Indenture or the Notes, and fails to remedy such default or
breach within a period of 60 days after the receipt of written notice to the
Company from the Trustee or to the Company and the Trustee from the Holders of
at least 25% in aggregate principal amount of the Notes then outstanding; or

         (d) the Company defaults in the payment of the Designated Event
Repurchase Price in respect of the Notes when the same becomes due and payable;
or

         (e) a default under any credit agreement, mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any Restricted
Subsidiary, other than any such Indebtedness which is non-recourse to the
Company or any Restricted Subsidiary, whether such Indebtedness exists on the
date of this Indenture or shall hereafter be created, which default (i) is
caused by a failure to pay when due any principal on such Indebtedness at the
final stated maturity date of such Indebtedness (which failure continues beyond
any applicable grace period) (a "Payment Default") or (ii) results in the
acceleration of such Indebtedness prior to its express maturity (without such
acceleration being rescinded or annulled) and, in each case, the principal
amount of such Indebtedness, together with the principal amount of any other
such Indebtedness under which there is a Payment Default or the maturity of
which has been so accelerated, aggregates to $75,000,000 or more and such
Payment Default is not cured or such acceleration is not annulled within 30 days
after receipt of written notice to the Company from the Trustee or to the
Company and the Trustee from Holders of at least 25% in aggregate principal
amount of the Notes then outstanding; or

         (f) the entry by a court having jurisdiction in the premises of (i) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any Bankruptcy Law, or (ii) a decree or order adjudging the
Company bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company under any applicable U.S. federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of

                                      -29-

<PAGE>

any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order for relief or
any such other decree or order unstayed and in effect for a period of 60
consecutive days; or

         (g) the commencement by the Company of a voluntary case or proceeding
under any Bankruptcy Law or any other case or proceeding to be adjudicated
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company in an involuntary case or proceeding under
any Bankruptcy Law or to the commencement of any bankruptcy or insolvency case
or proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any Bankruptcy Law, or the consent by it
to the filing of such petition or to the appointment of or taking possession by
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
the making by it of an assignment for the benefit of creditors, or the admission
by it in writing of its inability to pay its debts generally as they become due.

         The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

SECTION 6.02 Acceleration.

         (a)      If an Event of Default (other than an Event of Default
specified in clauses (f) and (g) of Section 6.01) occurs and is continuing, then
and in every such case the Trustee, by written notice to the Company, or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding, by written notice to the Company and the Trustee, may declare the
unpaid principal of and accrued and unpaid interest and Liquidated Damages, if
any, on all the Notes then outstanding to be due and payable. Upon such
declaration such principal amount and accrued and unpaid interest and Liquidated
Damages, if any, shall become immediately due and payable, notwithstanding
anything contained in this Indenture or the Notes to the contrary. If any Event
of Default specified in clauses (f) or (g) of Section 6.01 occurs, all unpaid
principal of and accrued and unpaid interest and Liquidated Damages, if any, on
the Notes then outstanding shall become automatically due and payable, without
any declaration or other act on the part of the Trustee or any Holder.

         (b)      The Holders of a majority in aggregate principal amount of the
Notes then outstanding by written notice to the Trustee may rescind any
acceleration of the Notes and its consequences if all existing Events of Default
(other than nonpayment of principal of and interest and Liquidated Damages, if
any, on the Notes which has become due solely by virtue of such acceleration)
have been cured or waived and if the rescission would not conflict with any
judgment or decree of any court of competent jurisdiction. No such rescission
shall affect any subsequent Default or Event of Default or impair any right
consequent thereto.

SECTION 6.03 Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy by proceeding at law or in equity to collect the payment of
principal of or interest or Liquidated Damages, if any, on the Notes or to
enforce the performance of any provision of the

                                      -30-

<PAGE>

Notes or this Indenture. The Trustee may maintain a proceeding even if it does
not possess any of the Notes 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 occurring upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

SECTION 6.04 Waiver of Past Defaults.

         The Holders of a majority in aggregate principal amount of the Notes
then outstanding may, on behalf of the Holders of all the Notes then
outstanding, waive any past Default or Event of Default and its consequences,
except a Default or Event of Default in the payment of the principal or interest
or Liquidated Damages, if applicable, on the Notes (other than the non-payment
of principal, interest or Liquidated Damages, if any, on the Notes which has
become due solely by virtue of an acceleration which has been duly rescinded as
provided above), or in respect of a covenant or provision of this Indenture
which cannot be modified or amended without the consent of all Holders. When a
Default or Event of Default is waived, it is cured and stops continuing. No
waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereon.

SECTION 6.05 Control by Majority.

         The Holders of a majority in aggregate principal amount of the Notes
then outstanding 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 the Trustee. 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 other Holders or that may involve the
Trustee in personal liability; provided that the Trustee shall have no duty or
obligation (subject to Section 7.01) to ascertain whether or not such actions of
forebearances are unduly prejudicial to such Holders; provided, further, that
the Trustee may take any other action the Trustee deems proper that is not
inconsistent with such directions.

SECTION 6.06 Limitation on Suits.

         A Holder may not pursue any remedy with respect to this Indenture or
the Notes unless:

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

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

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

         (d)      the Trustee does not act on the request on or prior to the
60th day after receipt of the request and the offer and, if requested, the
provision of indemnity; and

                                      -31-

<PAGE>

         (e)      during such 60-day period the Holders of a majority in
principal amount of the Notes then outstanding do not give the Trustee a
direction 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 another Holder. This Section
6.06 does not affect the right of the Holders to bring an action for enforcement
of the payment of the principal of or interest or Liquidated Damages, if any,
the Redemption Price, Purchase Price or Designated Event Repurchase Price, as
applicable, on such Holders' Notes on or after the respective due dates
expressed in the Notes or such Holders' right to convert its Notes in accordance
with the terms of this Indenture.

SECTION 6.07 Rights of Holders to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal and interest and Liquidated Damages, if
any, the Redemption Price, Purchase Price or Designated Event Repurchase Price,
as applicable, on the Notes, on or after the respective due dates expressed in
the Notes, or to bring suit for the enforcement of any such payment on or after
such respective dates, or to bring suit for the enforcement of the right to
convert the Notes shall not be impaired or affected without the consent of the
Holder.

SECTION 6.08 Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(a), (b) or (d) occurs
and is continuing, the Trustee may recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal, and interest and Liquidated Damages, if any, and Redemption Price,
Purchase Price and Designated Event Repurchase Price, if applicable, remaining
unpaid on the Notes and interest on overdue principal, interest and Liquidated
Damages, if any, and Redemption Price, Purchase Price and Designated Event
Repurchase Price, if applicable, and such further amount as shall be sufficient
to cover the costs and, to the extent lawful, expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.

SECTION 6.09 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 and
the Holders allowed in any judicial proceedings relative to the Company, its
creditors or its property. Nothing contained herein 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 Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10 Priorities.

         If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

                                      -32-

<PAGE>

                  First: to the Trustee for amounts due under Section 7.07,
                  including payment of all compensation, expenses and
                  liabilities incurred, and all advances made, by the Trustee,
                  and the costs and expenses of collection;

                  Second: to Holders for amounts due and unpaid on the Notes for
                  principal, interest and Liquidated Damages, if any, and the
                  Redemption Price, Purchase Price and Designated Event
                  Repurchase Price, if applicable, ratably, without preference
                  or priority of any kind, according to the amounts due and
                  payable on the Notes for principal, interest and Liquidated
                  Damages, if any, and the Redemption Price, Purchase Price and
                  Designated Event Repurchase Price, if applicable,
                  respectively; and

                  Third: to the Company.

         Except as otherwise provided in Section 2.12, the Trustee may fix a
record date and payment date for any payment to Holders.

SECTION 6.11 Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit, other than the Trustee, of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys fees, 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 does not apply to a suit by the Trustee, a suit
by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the Notes then outstanding.

                                   ARTICLE 7

                                  THE TRUSTEE

         The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed. Whether or
not herein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Article 7.

SECTION 7.01 Duties of the Trustee.

         (a) If an Event of Default known to a Trust Officer of the Trustee 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 person would exercise or use under the
circumstances in the conduct of his or her own affairs.

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

                  (i)      The duties of the Trustee shall be determined solely
         by the express provisions of this Indenture, and the Trustee need
         perform only those duties that are

                                      -33-

<PAGE>

         specifically set forth in this Indenture and no others, and no implied
         covenants or obligations shall be read into this Indenture against the
         Trustee; and

                  (ii)     In the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any statements,
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Indenture. However, the Trustee shall examine the
         certificates and opinions to determine whether or not they conform to
         the form required by this Indenture.

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

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

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

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

         (d) Whether or not therein expressly so provided, every provision of
this Indenture that is in any way related to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section 7.01.

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

         (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 Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

SECTION 7.02 Rights of the Trustee.

         (a) The Trustee may conclusively rely on and shall be protected in
acting or refraining from acting upon any resolution, Officers' Certificate, or
any other certificate, statement, instrument, opinion, report, notice, request,
consent, order, security or other document 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 contained therein.

         (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof is herein specifically prescribed). In addition,
before the Trustee acts or refrains from acting, it may require an Officers'
Certificate, an Opinion of Counsel or both. The Trustee shall not be

                                      -34-

<PAGE>

liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

         (c) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through its attorneys and
agents and other persons not regularly in its employ and shall not be
responsible for the misconduct or negligence of any attorney or agent appointed
with due care.

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith without negligence or willful misconduct which it believes to
be authorized or within its discretion, rights or powers.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by Officers of the Company.

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

         (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, order or
discretion of any of the Holders pursuant to the provisions of this Indenture,
unless such Holders have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred therein or thereby.

         (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, consent, order, security or other document
unless requested in writing to do so by the Holders of not less than a majority
in aggregate principal amount of the Notes then outstanding, provided that if
the Trustee determines in its discretion to make any such investigation, then it
shall be entitled, upon reasonable prior notice and during normal business
hours, to examine the books and records and the premises of the Company,
personally or by agent or attorney, and the reasonable expenses of every such
examination shall be paid by the Company or, if paid by the Trustee or any
predecessor Trustee, shall be reimbursed by the Company upon demand.

         (i) 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 negligence or willful misconduct.

         (j) The Trustee shall not be responsible for the computation of any
adjustment to the Conversion Rate or for any determination as to whether an
adjustment is required and shall not be deemed to have knowledge of any
adjustment unless and until it shall have received the notice from the Company
contemplated by Section 11.05(j).

         (k) The rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be

                                      -35-

<PAGE>

enforceable by, the Trustee in each of its capacities hereunder, and each agent,
custodian and other Person employed to act hereunder.

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

SECTION 7.03 Individual Rights of the Trustee.

         Subject to Sections 7.10 and 7.11, the Trustee in its individual or any
other capacity may become the owner or pledgee of Notes with the same rights it
would have if it were not the Trustee and may otherwise deal with the Company or
an Affiliate of the Company and receive, collect, hold and retain collections
from the Company with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

SECTION 7.04 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 Notes. It shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture. It shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

SECTION 7.05 Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
known to a Trust Officer of the Trustee, the Trustee shall mail to each Holder a
notice of the Default or Event of Default within 90 days after the occurrence of
such Default or Event of Default. A Default or an Event of Default shall not be
considered known to a Trust Officer of the Trustee unless it is a Default or
Event of Default in the payment of principal, interest or Liquidated Damages, if
any, when due under Section 6.01(a), (b) or (d) (including any principal or
interest payable in connection with a repurchase pursuant to Section 4.08 or
Section 4.09 and a redemption pursuant to Section 4.01), or a Trust Officer of
the Trustee shall have received notice thereof, in accordance with this
Indenture, from the Company or from the Holders of a majority in principal
amount of the outstanding Notes. Except in the case of a Default or Event of
Default in payment of principal of, or interest or Liquidated Damages, if any,
or payment of any Redemption Price, Purchase Price or Designated Event
Repurchase Price, if applicable, on any Note, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interest of the Holders.

SECTION 7.06 Reports by the Trustee to Holders.

         (a) Within 60 days after the reporting date stated in Section 10.10,
the Trustee shall mail to Holders a brief report dated as of such reporting date
that complies with TIA Section 313(a) (but if

                                      -36-

<PAGE>

no event described in TIA Section 313(a) has occurred within twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c).

         (b) A copy of each report at the time of its mailing to Holders shall
be filed, at the expense of the Company, by the Trustee with the Commission and
each stock exchange or securities market, if any, on which the Notes are listed
or quoted. The Company shall timely notify the Trustee when the Notes are listed
or quoted on any stock exchange or securities market.

SECTION 7.07 Compensation and Indemnity.

         (a) The Company shall pay to the Trustee from time to time, and the
Trustee shall be entitled to such compensation for its acceptance of this
Indenture and its services hereunder as the Company and the Trustee shall from
time to time agree in writing. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by or on behalf of it in addition to the
compensation for its services. Such expenses may include the reasonable
compensation, disbursements and expenses of the Trustee's agents, counsel and
other persons not regularly in its employ.

         (b) The Company shall indemnify the Trustee, its officers, directors
and employees against, and defend and hold the Trustee, its officers, directors
and employees harmless from, any loss, liability or expense incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture and the trusts hereunder, including the costs and
expenses of defending itself against or investigating any claim of liability in
the premises, except as set forth in the next paragraph. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim with counsel
designated by the Company, who may be outside counsel to the Company but shall
in all events be reasonably satisfactory to the Trustee, and the Trustee shall
cooperate in the defense. In addition, the Trustee may retain one separate
counsel and, if deemed advisable by such counsel, local counsel, and the Company
shall pay the reasonable fees and expenses of such separate counsel and local
counsel. The indemnification herein extends to any settlement, provided that the
Company will not be liable for any settlement made without its consent,
provided, further, that such consent will not be unreasonably withheld.

         (c) The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through its own negligence or willful
misconduct.

         (d) The Trustee shall have a lien prior to the Notes on all money or
property held or collected by the Trustee to secure the Company's payment
obligations in this Section 7.07, except that held in trust to pay principal,
interest and Liquidated Damages, if any, on the Notes. Such liens and the
Company's obligations under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture.

                                      -37-

<PAGE>

         (e) When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(f) or (g) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

SECTION 7.08 Replacement of the Trustee.

         (a) A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

         (b) The Trustee may resign at any time and be discharged from the trust
hereby created by so notifying the Company. The Holders of a majority in
principal amount of the Notes then outstanding may remove the Trustee by so
notifying the Trustee and the Company in writing and may appoint a successor
Trustee. The Company may remove the Trustee if:

                  (i)      the Trustee fails to comply with Section 7.10;

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

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

                  (iv)     the Trustee becomes incapable of acting.

         (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the Notes then outstanding may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

         (d) If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, at the
Company's expense, the Company or the Holders of at least 10% in principal
amount of the Notes then outstanding may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

         (e) If the Trustee after written request by any Holder who has been a
Holder for at least six months fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         (f) A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided that all sums owing to
the retiring Trustee hereunder have been paid and subject to the lien provided
for in Section 7.07. Notwithstanding the replacement of the Trustee pursuant to
this Section 7.08, the Company's obligations under

                                      -38-

<PAGE>

Section 7.07 shall continue for the benefit of the retiring Trustee with respect
to expenses and liabilities incurred by it prior to such replacement.

         (g) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in the preceding paragraph.

SECTION 7.09 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 (including the trust
created by this Indenture) to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein.

SECTION 7.10 Eligibility, Disqualification.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1). The Trustee shall always have a combined
capital and surplus as stated in Section 10.11. The Trustee is subject to TIA
Section 310(b) regarding the disqualification of a trustee upon acquiring a
conflicting interest.

SECTION 7.11 Preferential Collection of Claims Against Company.

         The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship set forth in TIA Section 311(b). A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein.

                                   ARTICLE 8

                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 8.01 Discharge of Indenture.

         When:

         (a) the Company delivers to the Trustee for cancellation all Notes
         theretofore authenticated pursuant to this Indenture (other than any
         other Notes which have been destroyed, lost or stolen and in lieu of or
         in substitution for which other Notes have been authenticated and
         delivered) and not theretofore cancelled; or

         (b) (i) all the Notes not theretofore cancelled or delivered to the
         Trustee for cancellation have become due and payable, and (ii) the
         Company deposits with the Trustee, the Paying Agent or the Conversion
         Agent, as applicable, in trust, amounts in cash or shares of Common
         Stock (as applicable in accordance with the terms hereof) sufficient to
         pay, whether at stated maturity, or any Redemption Date, or any
         Purchase Date, or any Designated Event Repurchase Date, or upon
         conversion or otherwise, all of the Notes (other than any Notes which
         have been mutilated, destroyed, lost or stolen and in lieu of

                                      -39-

<PAGE>

         or in substitution for which other Notes have been authenticated and
         delivered) not theretofore cancelled or delivered to the Trustee for
         cancellation, including principal, interest and Liquidated Damages, if
         any, due and (iii) the Company also pays, or causes to be paid, all
         other sums payable hereunder by the Company, including the Redemption
         Price, Purchase Price and Designated Event Repurchase Price, if
         applicable,

then this Indenture shall cease to be of further effect, except, in the case of
paragraph (b) above, as to:

         (A)      rights of registration of transfer, substitution, replacement
         and exchange and conversion of Notes;

         (B)      rights hereunder of Holders to receive payments of principal
         of and interest and Liquidated Damages, if any, and the Redemption
         Price, Purchase Price and Designated Event Repurchase Price, if
         applicable, on, the Notes;

         (C)      the obligations under Sections 2.03 and 8.05 hereof; and

         (D)      the rights, obligations and immunities of the Trustee
                  hereunder,

and the Trustee, on written demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel as required by Section 10.04, and at the
Company's cost and expense, shall execute proper instruments acknowledging
satisfaction and discharging of this Indenture. The Company, however, hereby
agrees to reimburse the Trustee for any costs or expenses thereafter reasonably
and properly incurred by the Trustee and to compensate the Trustee for any
services thereafter reasonably and properly rendered by the Trustee in
connection with this Indenture or the Notes.

SECTION 8.02 Deposited Monies to Be Held in Trust by Trustee.

         Subject to Section 8.04, all monies deposited with the Trustee pursuant
to Section 8.01 shall be held in trust and applied by it to the payment either
directly or through the Paying Agent, to the Holders of the particular Notes for
the payment of which such monies have been deposited with the Trustee, of all
sums due and to become due thereon for principal, interest, and Liquidated
Damages, if any, and the Redemption Price, Purchase Price and Designated Event
Repurchase Price, if applicable.

SECTION 8.03 Paying Agent to Repay Monies Held.

         Upon the satisfaction and discharge of this Indenture, all monies then
held by any Paying Agent (other than the Trustee and not pursuant to Section
8.01) shall, upon the Company's demand, be repaid to it or paid to the Trustee,
and thereupon such Paying Agent shall be released from all further liability
with respect to such monies.

SECTION 8.04 Return of Unclaimed Monies.

         Subject to the requirements of applicable law, any monies deposited
with or paid to the Trustee for payment of the principal of or interest or
Liquidated Damages, if any, and the

                                      -40-

<PAGE>

Redemption Price, Purchase Price and Designated Event Repurchase Price, if
applicable, on the Notes and not applied but remaining unclaimed by the Holders
thereof for two years after the date upon which the principal of or interest or
Liquidated Damages, if any, and the Redemption Price, Purchase Price and
Designated Event Repurchase Price, if applicable, on such Notes, as the case may
be, have become due and payable, shall be repaid to the Company by the Trustee
on written demand; provided, however, that the Company, or the Trustee at the
written request and expense of the Company, shall have first caused notice of
such payment to the Company to be mailed to each Holder entitled thereto no less
than 30 days prior to such payment and all liability of the Trustee shall
thereupon cease with respect to such monies; and the Holder shall thereafter
look only to the Company for any payment which such Holder may be entitled to
collect unless an applicable abandoned property law designates another person.

SECTION 8.05 Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 8.02 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Section
8.01 until such time as the Trustee or the Paying Agent is permitted to apply
all such money in accordance with Section 8.02; provided, however, that if the
Company makes any payment of principal of, or interest or Liquidated Damages, if
any, on, and the Redemption Price, Purchase Price and Designated Event
Repurchase Price, if applicable, on any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders
thereof to receive such payment from the money held by the Trustee or Paying
Agent.

                                   ARTICLE 9

                                   AMENDMENTS

SECTION 9.01 Without the Consent of Holders.

         The Company and the Trustee may amend or supplement this Indenture or
the Notes without notice to or the consent of any Holder for the purposes of:

         (a) curing any ambiguity, defect or inconsistency or making any other
changes in the provisions of this Indenture which the Company and the Trustee
may deem necessary or desirable, provided that such amendment does not
materially and adversely affect the rights of the Holders under this Indenture;

         (b) providing for the assumption of the covenants and obligations of
the Company hereunder and in the Notes in the circumstances required by Section
5.01;

         (c) providing for conversion rights of Holders in the event of
consolidation, merger, or sale of all or substantially all of the assets of the
Company as required to comply with Sections 5.01 and/or 11.06;

         (d) increasing the Conversion Rate;

                                      -41-

<PAGE>

         (e) evidencing and providing for the acceptance of appointment under
this Indenture of a successor Trustee;

         (f) making any change that would provide any additional rights or
benefits to the Holders or that does not adversely affect the legal rights under
this Indenture of any such Holder;

         (g) complying with the requirements of the Commission in order to
effect or maintain the qualification of the Indenture under the TIA; or

         (h) modifying the restrictions on, and procedures for, resale and other
transfers of the Notes or the shares of Common Stock pursuant to law, regulation
or practice relating to the resale or transfer of restricted securities
generally.

SECTION 9.02 With the Consent of Holders.

         Subject to Section 6.07, the Company and the Trustee may amend or
supplement this Indenture or the Notes with the consent of the Holders of at
least a majority in aggregate principal amount of the Notes then outstanding
(including consents obtained in connection with a tender offer or exchange offer
for the Notes).

         Subject to Sections 6.04 and 6.07, the Company and the Trustee may
waive any existing Default or compliance in any particular instance by the
Company with any provision of this Indenture or the Notes with the consent of
the Holders of at least a majority in principal amount of the Notes then
outstanding (including consents obtained in connection with a tender offer or
exchange offer for the Notes).

         However, without the consent of each Holder affected, an amendment or
waiver under this Section may not (with respect to any Notes held by a
non-consenting Holder):

         (a) reduce the principal amount of Notes whose Holders must consent to
an amendment, supplement or waiver;

         (b) reduce the principal of or change the fixed maturity of any Note
or, except as permitted pursuant to Section 9.01, alter the redemption or
repurchase provisions with respect thereto;

         (c) reduce the rate of or amount of, or change the time for payment of,
interest, including defaulted interest and Liquidated Damages, if any, and any
Redemption Price, Purchase Price or Designated Event Repurchase Price, if
applicable, on any Note;

         (d) waive a Default or Event of Default in the payment of principal of
or interest or Liquidated Damages, if any, on the Notes (except a rescission of
acceleration of the Notes by the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding and a waiver of the payment
default that resulted from such acceleration);

         (e) make any Note payable in money other than as provided for herein
and in the Notes;

                                      -42-

<PAGE>

         (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders to receive payments of
principal of or interest or Liquidated Damages, if any, and any Redemption
Price, Purchase Price or Designated Event Repurchase Price, if applicable, on
the Notes;

         (g) waive the payment of any Designated Event Repurchase Price with
respect to any Note;

         (h) decrease the Conversion Rate or, except as permitted herein
(including Section 9.01), modify the provisions contained herein relating to
conversion of the Notes in a manner adverse to the Holders thereof; or

         (i) make any change to the abilities of Holders to enforce their rights
hereunder or the provisions of clauses (a) through (i) of this Section 9.02.

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

         After an amendment or waiver under this Section becomes effective, the
Company shall mail to Holders a notice briefly describing the amendment or
waiver.

SECTION 9.03 Compliance with the Trust Indenture Act.

         Every amendment to this Indenture or the Notes shall be set forth in a
supplemental indenture that complies with the TIA as then in effect.

SECTION 9.04 Revocation and Effect of Consents.

         Until an amendment or waiver becomes effective, a consent to it by a
Holder is a continuing consent by the Holder and every subsequent Holder of a
Note or portion of a Note that evidences the same debt as the consenting
Holder's Note, even if notation of the consent is not made on any Note. However,
any such Holder or subsequent Holder may revoke the consent as to his or her
Note or portion of a Note if the Trustee receives the notice of revocation
before the date on which the Trustee receives an Officers' Certificate
certifying that the Holders of the requisite principal amount of Notes have
consented to the amendment or waiver.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment or
waiver. If a record date is fixed, then notwithstanding the provisions of the
immediately preceding paragraph, those persons who were Holders at such record
date (or their duly designated proxies), and only those persons, shall be
entitled to consent to such amendment or waiver or to revoke any consent
previously given, whether or not such persons continue to be Holders after such
record date. No consent shall be valid or effective for more than 90 days after
such record date unless consents from Holders of the principal amount of Notes
required hereunder for such amendment or waiver to be effective shall have also
been given and not revoked within such 90-day period.

                                      -43-

<PAGE>

         After an amendment or waiver becomes effective it shall bind every
Holder, unless it is of the type described in clauses (a) - (i) of Section 9.02.
In such case, the amendment or waiver shall only bind each Holder who has
consented to it and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the consenting Holder's Note.

SECTION 9.05 Notation on or Exchange of Convertible Senior Notes.

         Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 9 may, and shall if required by
the Trustee, bear a notation in the form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company shall so
determine, new Notes so modified as to conform, in the opinion of the Company
and the Trustee, to any such supplemental indenture may be prepared and executed
by the Company and authenticated and delivered by the Trustee in exchange for
outstanding Notes without charge to the Holders, except as specified in Section
2.07.

SECTION 9.06 Trustee Protected.

         The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article 9 if such amendment or supplemental
indenture does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If such amendment or supplemental indenture does
adversely affect the rights, duties, liabilities or immunities of the Trustee,
the Trustee may, but need not, sign it. In signing such amendment or
supplemental indenture, the Trustee shall be entitled to receive, and shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that such amendment or supplemental indenture is
authorized or permitted by this Indenture, that it is not inconsistent herewith,
and that it will be valid and binding upon the Company in accordance with its
terms.

                                   ARTICLE 10

                               GENERAL PROVISIONS

SECTION 10.01 Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), such duties imposed by such section of
the TIA shall control. If any provision of this Indenture expressly modifies or
excludes any provision of the TIA that may be so modified or excluded, the
Indenture provision so modifying or excluding such provision of the TIA shall be
deemed to apply.

SECTION 10.02 Notices.

         Any notice or communication by the Company or the Trustee to the other
is duly given if in writing and delivered in person or mailed by first-class
mail, with postage prepaid (registered or certified, return receipt requested),
or sent by facsimile or overnight air couriers guaranteeing next day delivery,
to the other's address as stated in Section 10.10. The Company or the Trustee by
notice to the other may designate additional or different addresses for
subsequent notices or communications.

                                      -44-

<PAGE>

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given at the time delivered by hand, if personally
delivered; five business days after being deposited in the mail, postage
prepaid, if mailed; when transmission is confirmed, if transmitted by facsimile;
and the next business day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery. Notwithstanding the
foregoing, all notices to the Trustee shall be effective only upon receipt by a
Trust Officer.

         Any notice or communication to a Holder shall be mailed by first-class
mail, with postage prepaid, to his or her address shown on the Register kept by
the Registrar. 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.

         If a notice or communication to a Holder is sent in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company sends a notice or communication to Holders, it shall
send a copy to the Trustee and each Agent at the same time.

         All notices or communications shall be in writing.

SECTION 10.03 Communication by Holders with Other Holders.

         Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and the paying agent shall have the
protection of TIA Section 312(c).

SECTION 10.04 Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                  (a)      an Officers' Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 10.05) stating that, in the opinion of such person, all
conditions precedent and covenants, 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
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 10.05) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been complied with.

SECTION 10.05 Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall include:

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

                                      -45-

<PAGE>

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

                  (c)      a statement that, in the opinion of such person, he
or she has made such examination or investigation as is necessary to enable him
or her 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.

         Any Officers' Certificate may be based, insofar as it relates to legal
matters, upon an Opinion of Counsel, unless such Officer knows that the opinion
with respect to the matters upon which his or her certificate may be based as
aforesaid is erroneous. Any Opinion of Counsel may be based, insofar as it
relates to factual matters, upon certificates, statements or opinions of, or
representations by an officer or officers of the Company, or other persons or
firms deemed appropriate by such counsel, unless such counsel knows that the
certificates, statements or opinions or representations with respect to the
matters upon which his or her opinion may be based as aforesaid are erroneous.

         Any Officers' Certificate, statement or Opinion of Counsel may be
based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representation by an accountant (who may be an employee of the
Company), or firm of accountants, unless such Officer or counsel, as the case
may be, knows that the certificate or opinion or representation with respect to
the accounting matters upon which his or her certificate, statement or opinion
may be based as aforesaid is erroneous.

SECTION 10.06 Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by, or a meeting of,
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 10.07 Legal Holidays.

         The term "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. If any Interest Payment
Date, the Maturity Date, Purchase Date or Designated Event Repurchase Date falls
on a day that is not a business day, the required payment of principal of,
interest and Liquidated Damages, if any, on and the Purchase Price and
Designated Event Repurchase Price with respect to any Note will be made on the
next succeeding business day as if made on the date that such payment was due
and no interest will accrue on that payment for the period from and after the
Interest Payment Date, the Maturity Date, the relevant Purchase Date or the
Designated Event Repurchase Date, as applicable, to the date of payment on the
next succeeding business day.

                                      -46-

<PAGE>

SECTION 10.08 No Recourse Against Others.

         No director, officer, employee, stockholder or Affiliate of the Company
shall have any liability or any obligations under the Notes or this Indenture or
for any claim based on, in respect of, or by reason of such obligations or the
creation of such obligations. Each Holder by accepting a Note waives and
releases all such liability with respect to each director, officer, employee,
stockholder and Affiliate of the Company. This waiver and release are part of
the consideration for the Notes. Each of such directors, officers, employees,
stockholders and Affiliates of the Company is a third party beneficiary of this
Section 10.08.

SECTION 10.09 Counterparts.

         This Indenture may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.

SECTION 10.10 Other Provisions.

         The Company initially appoints the Trustee as Paying Agent, Registrar,
Conversion Agent and authenticating agent. The reporting date for Section 7.06
is May 15 of each year. The first reporting date is the May 15 following the
issuance of the Notes hereunder.

         The Trustee shall always have, or shall be a subsidiary of a bank or
bank holding company that has, a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition.

         The Company's address is:

                  Delta Air Lines, Inc.
                  1030 Delta Boulevard
                  Department 981
                  Atlanta, GA 30320-6001
                  Facsimile No.: (404) 715-2233
                  Attention: Dean C. Arvidson

         The Trustee's address is:

                  The Bank of New York Trust Company, N.A.
                  10161 Centurion Parkway
                  Jacksonville, FL 32256
                  Attention: Corporate Trust Department
                  Facsimile: (904) 645-1921

SECTION 10.11 Governing Law.

         The laws of the State of New York shall govern this Indenture and the
Notes.

                                      -47-

<PAGE>

SECTION 10.12 No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a subsidiary. Any such other indenture, loan or
debt agreement may not be used to interpret this Indenture.

SECTION 10.13 Successors.

         All agreements of the Company in this Indenture and the Notes shall
bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.

SECTION 10.14 Severability.

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

SECTION 10.15 Table of Contents, Headings, etc.

         The Table of Contents, Cross-Reference Table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

                                   ARTICLE 11

                     CONVERSION OF CONVERTIBLE SENIOR NOTES

SECTION 11.01 Right to Convert.

         (a)      Each Holder shall have the right to convert its Notes into
shares of Common Stock at any time in accordance with Article 12 hereof and
paragraph 9 of the Note, the form of which is attached hereto as Exhibit A. Each
$1,000 principal amount of the Notes may be converted into the number of fully
paid and non-assessable shares of Common Stock, as set forth in paragraph 9 of
the Note, subject to adjustment as herein set forth. A Holder is not entitled to
any rights of a holder of Common Stock until such Holder has converted his or
her Notes into Common Stock, and only to the extent such Notes are deemed to
have been converted to Common Stock pursuant to this Article 11 and Article 12
hereof.

         (b)      The Company shall notify the Holders upon determination that
Holders are or will be entitled to convert their Notes, or any portion of such
principal amount which is $1,000 or an integral multiple thereof, into fully
paid and non-assessable shares of Common Stock in accordance with Article 12
hereof and paragraph 9 of the Note, by issuing a press release and publishing
such determination on the Company's web site.

                                      -48-

<PAGE>

SECTION 11.02 Exercise of Conversion Privilege; Issuance of Common Stock on
Conversion; No Adjustment for Interest or Dividends.

         (a)      To exercise, in whole or in part, the conversion privilege
with respect to any Note, the Holder shall surrender such Note, duly endorsed,
at an office or agency maintained by the Company pursuant to Section 2.03,
accompanied by funds, if any, required by Section 11.02(e) hereof, and shall
give written notice of conversion in the form provided on the Notes (or such
other notice which is acceptable to the Company), duly signed and completed, to
the office or agency stating that the Holder elects to convert such Note or such
portion thereof specified in said notice. Such notice shall also state the name
or names (with address or addresses) in which the certificate or certificates
for shares of Common Stock which are issuable on such conversion shall be
issued, and shall be accompanied by transfer taxes, if required pursuant to
Section 11.07.

         (b)      Each Note surrendered for conversion shall, unless the shares
issuable on conversion are to be issued in the same name as the registration of
such Note, be duly endorsed by, or be accompanied by instruments of transfer in
form satisfactory to the Company duly executed by, the Holder or his or her duly
authorized attorney. The Holder will not be required to pay any tax or duty
which may be payable in respect of the issue or delivery of Common Stock on
conversion, but will be required to pay any tax or duty which may be payable in
respect of any transfer involved in the issue or delivery of Common Stock in a
name other than the same name as the registration of such Note.

         (c)      As promptly as practicable after satisfaction of the
requirements for conversion set forth above, the Company shall issue and shall
deliver to such Holder at the office or agency maintained by the Company for
such purpose pursuant to Section 2.03, a certificate or certificates for the
number of full shares of Common Stock issuable upon the conversion of such Note
or portion thereof in accordance with the provisions of this Article 11 and a
check or cash in respect of any fractional interest in respect of a share of
Common Stock arising upon such conversion, as provided in Section 11.03 (which
payment, if any, shall be paid no later than five business days after
satisfaction of the requirements for conversion set forth above). Certificates
representing shares of Common Stock will not be issued or delivered unless all
taxes and duties, if any, payable by the Holder have been paid. In case any Note
of a denomination of an integral multiple greater than $1,000 is surrendered for
partial conversion, and subject to Section 2.02, the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder so surrendered, without
charge to him or her, a new Note or Notes in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Note.

         (d)      Each conversion shall be deemed to have been effected as to
any such Note (or portion thereof) on the date on which the requirements set
forth above in this Section 11.02 have been satisfied as to such Note (or
portion thereof) (the "Conversion Date"), and the person in whose name any
certificate or certificates for shares of Common Stock are issuable upon such
conversion shall be deemed to have become on said date the holder of record of
the shares represented thereby; provided, however, that any such surrender on
any date when the Company's stock transfer books are closed shall result in the
person in whose name the certificates are to be issued becoming the record
holder thereof for all purposes on the next succeeding day on which such stock
transfer books are open, but such conversion shall be at the Conversion Rate in
effect on the date upon which such Note is surrendered.

                                      -49-

<PAGE>

         (e)      Any Note or portion thereof surrendered for conversion during
the period from the close of business on any Regular Record Date immediately
preceding any Interest Payment Date to the opening of business on such Interest
Payment Date shall be accompanied by payment, in funds acceptable to the
Company, of an amount equal to the interest and Liquidated Damages, if any,
otherwise payable on such Interest Payment Date on the principal amount being
converted; provided, however, that no such payment need be made if:

                  (i)      there exists at the time of conversion a default in
         the payment of principal of or interest or Liquidated Damages, if
         applicable, on the Notes (including any principal of or interest
         payable in connection with a repurchase pursuant to Section 4.08 or
         Section 4.09 and a redemption pursuant to Section 4.01); or

                  (ii)     the Company shall have specified a Redemption Date
         that is after the Regular Record Date and prior to such Interest
         Payment Date.

         An amount equal to such payment shall be paid by the Company on such
Interest Payment Date to the Holder at the close of business on the Regular
Record Date; provided, however, that if the Company defaults in the payment of
interest or Liquidated Damages, if applicable, on such Interest Payment Date,
such amount shall be paid to the person who made such required payment.

         (f)      Except as provided above in this Section 11.02, no adjustment
shall be made for interest and Liquidated Damages, if any, accrued on any Note
converted or for dividends on any shares issued upon the conversion of such Note
as provided in this Article 11. Delivery by the Company to the Holder of the
Note converted of the number of shares of Common Stock into which the Note is
convertible, at the Conversion Rate in effect at such time, shall satisfy the
obligations of the Company to pay the principal amount of such Note being
converted and the accrued but unpaid interest on such converted Note through the
Conversion Date.

SECTION 11.03 Cash Payments in Lieu of Fractional Shares.

         No fractional shares of Common Stock or scrip representing fractional
shares shall be issued upon conversion of the Notes. If more than one Note shall
be surrendered for conversion at one time by the same Holder, the number of full
shares which shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Notes (or specified portions thereof to
the extent permitted hereby) so surrendered for conversion. If any fractional
share of stock otherwise would be issuable upon the conversion of any Note or
Notes, the Company shall make an adjustment therefor in cash based upon the
average of the closing price (as defined in Section 11.05(g)) of the Common
Stock for the 5 consecutive trading days immediately preceding the Conversion
Date.

SECTION 11.04 Conversion Rate.

         The Conversion Rate shall be as specified in paragraph 9 of the Note,
the form of which is attached as Exhibit A hereto, subject to adjustment as
provided in this Article 11.

                                      -50-

<PAGE>

SECTION 11.05 Adjustment of Conversion Rate.

         The Conversion Rate shall be adjusted from time to time by the Company
as follows:

         (a) If the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Rate 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 shall be increased by multiplying
such Conversion Rate by a fraction of which:

                  (i)      the numerator shall be the sum of (1) the number of
         shares of Common Stock outstanding at the close of business on the
         Record Date (as defined in Section 11.05(g)) fixed for such
         determination and (2) the total number of shares of Common Stock
         constituting such dividend or other distribution ; and

                  (ii)     the denominator shall be number of shares of Common
         Stock outstanding at the close of business on the Record Date (as
         defined in Section 11.05(g)) fixed for such determination,

such increase to become effective immediately after the opening of business on
the day following the Record Date. If the dividend or distribution of the type
described in this Section 11.05(a) is declared but not so paid or made, the
Conversion Rate shall again be adjusted to the Conversion Rate which would then
be in effect if such dividend or distribution had not been declared.

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

         (c) If the Company shall issue rights or warrants to all holders of its
outstanding shares of Common Stock entitling them to subscribe for or purchase,
for a period expiring within 45 days after the date of issuance, shares of
Common Stock at a price per share less than the Current Market Price (as defined
in Section 11.05(g)) on the Record Date fixed for the determination of
stockholders entitled to receive such rights or warrants, the Conversion Rate
shall be increased so that the same shall equal the rate determined by
multiplying the Conversion Rate in effect immediately prior to the close of
business on such Record Date by a fraction of which:

                  (i)      the numerator shall be the number of shares of Common
         Stock outstanding at the close of business on such Record Date plus the
         total number of additional shares of Common Stock so offered for
         subscription or purchase; and

                                      -51-

<PAGE>

                  (ii)     the denominator shall be the number of shares of
         Common Stock outstanding at the close of business on such Record Date
         plus the number of shares of Common Stock which the aggregate offering
         price of the total number of shares of Common Stock so offered would
         purchase at such Current Market Price,

such adjustment shall become effective immediately after the opening of business
on the day following the Record Date fixed for determination of stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock are not delivered pursuant to such rights or warrants, upon the expiration
or termination of such rights or warrants, the Conversion Rate shall be
readjusted to be the Conversion Rate which 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 Conversion Rate
shall again be adjusted to be the Conversion Rate which 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 less than such Current Market Price, and in determining the aggregate
offering price of such shares of Common Stock, there shall be taken into account
any consideration received by the Company for such rights or warrants, and any
amount payable upon exercise thereof, with the value of such consideration, if
other than cash, to be determined by the Board of Directors (whose determination
shall be conclusive and described in a resolution of the Board of Directors).

         (d) If the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock shares of any class of Capital Stock of the Company
(other than any dividends or distributions to which Section 11.05(a) applies) or
evidences of its indebtedness or other assets (including securities, but
excluding (i) any rights or warrants of a type referred to in Section 11.05(c)
and (ii) dividends and distributions paid exclusively in cash referred to in
Section 11.05(e)) (the foregoing hereinafter in this Section 11.05(d) called the
"Securities"), then, in each such case, the Conversion Rate shall be increased
so that the same shall be equal to the rate determined by multiplying the
Conversion Rate in effect immediately prior to the close of business on such
Record Date (as defined in Section 11.05(g)) with respect to such distribution
by a fraction of which:

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

                  (ii)     the denominator shall be the Current Market Price
         (determined as provided in Section 11.05(g)) 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 such Record Date of the portion of the
         Securities so distributed applicable to one share of Common Stock,

such increase to become effective immediately after the opening of business on
the day following the Record Date; provided, however, that in the event the then
fair market value (as so determined) of the portion of the Securities 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

                                      -52-

<PAGE>

to receive upon conversion of a Note (or any portion thereof) the amount of
Securities such Holder would have received had such Holder converted such Note
(or portion thereof) immediately prior to such Record Date. If such dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared. If the Board of Directors determines the
fair market value of any distribution for purposes of this Section 11.05(d) by
reference to the actual or when issued trading market for any securities
comprising all or part of such distribution, it must in doing so consider the
prices in such market over the same period used in computing the Current Market
Price pursuant to Section 11.05(g) to the extent possible.

         Notwithstanding the foregoing, if the securities distributed to all
holders of the Company's Common Stock consist of shares of Capital Stock of, or
similar equity interests in, a subsidiary or other business unit of the Company,
the Conversion Rate shall be increased so that the same shall be equal to the
rate determined by multiplying the Conversion Rate in effect on the Record Date
with respect to such distribution by a fraction of which:

                  (i)      the numerator shall be the sum of (A) the average of
         the closing 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 distribution on the New
         York Stock Exchange or such other national or regional exchange or
         market on which such securities are then listed or quoted (the
         "Ex-Dividend Date") plus (B) the fair market value of such distribution
         in respect of each share of Common Stock for which this Section
         11.05(d) applies, which shall equal the number of such securities
         distributed in respect of each share of Common Stock multiplied by the
         average of the closing 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 shall be the average of the closing
         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 increase to become effective immediately after the opening of business on
the day following the Record Date; provided, however, that the Company may in
lieu of the foregoing adjustment, make adequate provision so that each Holder
shall have the right to receive upon conversion of a Note (or any portion
thereof) the amount of Securities such Holder would have received had such
Holder converted such Note (or portion thereof) immediately prior to such Record
Date. If such distribution is not so paid or made, the Conversion Rate shall
again be adjusted to be the Conversion Rate that would then be in effect if such
distribution had not been declared.

         Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's Capital Stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"):(i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 11.05(d) (and no adjustment to the Conversion Rate
under this Section 11.05(d) shall be

                                      -53-

<PAGE>

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 to the Conversion Rate under this Section 11.05(d) shall be made. If
any such rights or warrants, including any such existing rights or warrants
distributed prior to the date of this Indenture, are subject to Trigger Events,
then the occurrence of each such event shall be deemed to be such date of
issuance and Record Date with respect to new rights or warrants (and a
termination or expiration of the existing rights or warrants without exercise by
the holder thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event with respect thereto,
that was counted for purposes of calculating a distribution amount for which an
adjustment to the Conversion Rate under this Section 11.05(d) was made, (1) in
the case of any such rights or warrants which shall all have been redeemed or
repurchased without exercise by any holders thereof, the Conversion Rate shall
be readjusted upon such final redemption or repurchase to give effect to such
distribution or Trigger Event, as the case may be, as though it were a cash
distribution, equal to the per share redemption or repurchase price received by
a holder or holders of Common Stock with respect to such rights or warrants
(assuming such holder had retained such rights or warrants), made to all holders
of Common Stock as of the date of such redemption or repurchase, and (2) in the
case of such rights or warrants which shall have expired or been terminated
without exercise by any holders thereof, the Conversion Rate shall be readjusted
as if such rights and warrants had not been issued.

         Notwithstanding any other provision of this Section 11.05(d) to the
contrary, rights, warrants, evidences of indebtedness, other securities, cash or
other assets (including, without limitation, any rights distributed pursuant to
any stockholders rights plan, and any rights or warrants distributed or deemed
to be distributed upon the occurrence of a Trigger Event) shall be deemed not to
have been distributed for purposes of this Section 11.05(d) if the Company
elects to reserve such rights, warrants, evidences of indebtedness, other
securities, cash or other assets (including, without limitation, any rights
distributed pursuant to any stockholders rights plan, and any rights or warrants
distributed or deemed to be distributed upon the occurrence of a Trigger Event)
for distribution to each Holder who converts a Note (or any portion thereof) so
that such Holder shall be entitled to receive upon such conversion, in addition
to the shares of Common Stock issuable upon such conversion, the amount and kind
of such distributions that such Holder would have been entitled to receive if
such Holder had, immediately prior to the applicable Record Date, converted such
Note into Common Stock.

         For purposes of this Section 11.05(d) and Sections 11.05(a) and (c),
any dividend or distribution to which this Section 11.05(d) is applicable that
also includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock to which Section 11.05(a) or Section 11.05(c)
applies, or both, shall be deemed instead to be (1) a dividend or distribution
of the evidences of indebtedness, assets, shares of Capital Stock, rights or
warrants other than such shares of Common Stock or rights or warrants to which
Section 11.05(a) or Section 11.05(c) applies (and any Conversion Rate increase
required by this Section 11.05(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 to which Section 11.05(a)
or Section 11.05(c) applies (and any further Conversion Rate increase required
by Sections 11.05(a) and (c) with respect to such dividend or distribution shall
then be made, except that (A) the Record Date of such dividend or distribution
shall be substituted for "the date fixed for the determination of stockholders
entitled to receive such dividend or other

                                      -54-
<PAGE>

distribution," "Record Date fixed for such determination" and "Record Date"
within the meaning of Section 11.05(a) and for "the date fixed for the
determination of stockholders entitled to receive such rights or warrants," "the
Record Date fixed for the determination of the stockholders entitled to receive
such rights or warrants" and "such Record Date" within the meaning of Section
11.05(c) 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 11.05(a)).

         (e) If the Company shall, by dividend or otherwise, distribute cash to
all holders of its Common Stock (excluding any cash that is distributed as part
of a distribution referred to in Section 11.05(d)), then, immediately after the
close of business on the Record Date fixed for such distribution, the Conversion
Rate shall be increased, so that the same shall equal the rate determined by
multiplying the Conversion Rate in effect immediately prior to the close of
business on such Record Date by a fraction:

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

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

such adjustment to be effective immediately after the opening of business on the
day following the Record Date; provided, however, that in the event that 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 of a Note (or any portion thereof) the
amount of cash such Holder would have received had such Holder converted such
Note (or portion thereof) immediately prior to such Record Date. If such
dividend or distribution is not so paid or made, the Conversion Rate shall again
be adjusted to be the Conversion Rate that would then be in effect if such
dividend or distribution had not been declared.

         (f) If a tender or exchange offer (other than the purchase of Notes on
any Purchase Date or as part of a Designated Event) made by the Company or any
of its subsidiaries for all or any portion of the Common Stock expires and such
tender or exchange offer (as amended upon the expiration thereof) requires the
payment to stockholders (based on the acceptance (up to any maximum specified in
the terms of the tender offer) of Purchased Shares (as defined below)) of
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 as provided in Section
11.05(g)) as of the last time (the "Expiration Time") tenders or exchanges could
have been made pursuant to such tender or exchange offer (as it may be amended)
that exceeds the Current Market Price (determined as provided in Section
11.05(g)) of a share of Common Stock on the trading day next succeeding the
Expiration Time then, the Conversion Rate shall be increased so that the same
shall equal the rate determined by multiplying the Conversion Rate in effect
immediately prior to close of business on the date of the Expiration Time by a
fraction of which:

                                      -55-

<PAGE>

                  (i)      the numerator 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 exchanged and not withdrawn as of the Expiration Time (the
         shares deemed so accepted, up to any such maximum, being referred to as
         the "Purchased Shares") and (y) the product of the number of shares of
         Common Stock outstanding (less any Purchased Shares) as of the
         Expiration Time and the Current Market Price of a share of the Common
         Stock on the trading day next succeeding the Expiration Time; and

                  (ii)     the denominator shall be the number of shares of
         Common Stock outstanding (including any Purchased Shares) as of the
         Expiration Time multiplied by the Current Market Price of a share of
         Common Stock on the trading day next succeeding the Expiration Time,

such adjustment to be effective immediately before the opening of business on
the day following the Expiration Time. If the Company is obligated to purchase
shares pursuant to any such tender or exchange offer, but the Company is
permanently prevented by applicable law from effecting any such purchases or all
such purchases are rescinded, the Conversion Rate shall again be adjusted to be
the Conversion Rate which would then be in effect if such tender or exchange
offer had not been made. If the application of this Section 11.05(f) to any
tender offer would result in a decrease in the Conversion Rate, no adjustment
shall be made for such tender offer under this Section 11.05(f).

         (g) For purposes of this Section 11.05, the following terms shall have
the meaning indicated:

                  (1)      "Current Market Price" means the average of the daily
         closing prices per share of Common Stock for, unless otherwise
         specified herein, the 10 consecutive trading days immediately prior to
         the date in question; provided, however, that if:

                           (A)      the "ex" date (as hereinafter defined) for
                  any event (other than the issuance or distribution requiring
                  such computation) that requires an adjustment to the
                  Conversion Rate pursuant to Sections 11.05(a), (b), (c), (d),
                  (e) or (f) occurs during such 10 consecutive trading days, the
                  closing price for each trading day prior to the "ex" date for
                  such other event shall be adjusted by multiplying such closing
                  price by the reciprocal of the fraction by which the
                  Conversion Rate is so required to be adjusted as a result of
                  such other event;

                           (B)      the "ex" date for any event (other than the
                  issuance or distribution requiring such computation) that
                  requires an adjustment to the Conversion Rate pursuant to
                  Section 11.05(a), (b), (c), (d), (e) or (f) occurs on or after
                  the "ex" date for the issuance or distribution requiring such
                  computation and prior to the day in question, the closing
                  price for each trading day on and after the "ex" date for such
                  other event shall be adjusted by multiplying such closing
                  price by the same fraction by which the Conversion Rate is so
                  required to be adjusted as a result of such other event; and

                                      -56-

<PAGE>

                           (C)      the "ex" date for the issuance or
                  distribution requiring such computation is prior to the day in
                  question, after taking into account any adjustment required
                  pursuant to clause (A) or (B) of this proviso, the closing
                  price for each trading day on or after such "ex" date shall be
                  adjusted by adding thereto the amount of any cash and the fair
                  market value (as determined by the Board of Directors in a
                  manner consistent with any determination of such value for
                  purposes of Section 11.05(d) or (f), whose determination shall
                  be conclusive and described in a resolution of the Board of
                  Directors) of the evidences of indebtedness, shares of Capital
                  Stock or assets being distributed applicable to one share of
                  Common Stock as of the close of business on the day before
                  such "ex" date.

         For purposes of any computation under Section 11.05(f), the Current
Market Price on any date shall be deemed to be the average of the daily closing
prices per share of Common Stock for such day and the next two succeeding
trading days; provided, however, that if the "ex" date for any event (other than
the tender offer or exchange offer requiring such computation) that requires an
adjustment to the Conversion Rate pursuant to Section 11.05(a), (b), (c), (d),
(e) or (f) occurs on or after the Expiration Time for the tender or exchange
offer requiring such computation and prior to the day in question, the closing
price for each trading day on and after the "ex" date for such other event shall
be adjusted by multiplying such closing price by the same fraction by which the
Conversion Rate is so required to be adjusted as a result of such other event.

         For purposes of this paragraph, the term "ex" date, when used with
respect to:

                           (A)      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 price was obtained without the right to receive such
                  issuance or distribution;

                           (B)      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; and

                           (C)      any tender or exchange offer means the first
                  date on which the Common Stock trades regular way on such
                  exchange or in such market after the Expiration Time of such
                  offer.

         Notwithstanding the foregoing, whenever successive adjustments to the
Conversion Rate are called for pursuant to this Section 11.05, such adjustments
shall be made to the Current Market Price as may be necessary or appropriate to
effectuate the intent of this Section 11.05 and to avoid unjust or inequitable
results as determined in good faith by the Board of Directors.

                  (2)      "closing price" with respect to any securities on any
day means the closing sale price per share (or, if no closing sale price is
reported, the average of the bid and asked prices or, if more than one in either
case, the average of the average bid and the average asked prices) on such day
as reported in composite transactions for the principal U.S. securities

                                      -57-

<PAGE>

exchange on which such security is traded or, if such security is not listed on
a U.S. national or regional securities exchange, as reported by the Nasdaq
National Market. If such security is not listed for trading on a U.S. national
or regional securities exchange and not reported by the Nasdaq National Market
on the relevant date, the "closing price" shall be the last quoted bid price for
such security in the over-the-counter market on the relevant date as reported by
the National Quotation Bureau or similar organization. If such security is not
so quoted, the "closing price" shall be the average of the mid-point of the last
bid and asked prices for such security on the relevant date from each of at
least three nationally recognized independent investment banking firms selected
by the Company for such purpose.

                  (3)      "fair market value" shall mean the amount which a
willing buyer would pay a willing seller in an arm's length transaction.

                  (4)      "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).

                  (5)      "trading day" shall mean (x) if the applicable
security is listed or admitted for trading on the New York Stock Exchange or
another U.S. national or regional securities exchange, a day on which the New
York Stock Exchange or such other U.S. national or regional securities exchange
is open for business or (y) if the applicable security is quoted on the Nasdaq
National Market, a day on which trades may be made thereon, or (z) if the
applicable security is not so listed, admitted for trading or quoted, any
business day (as defined herein).

         (h) The Company may make such increases in the Conversion Rate, in
addition to those required by Sections 11.05(a), (b), (c), (d), (e) or (f), as
the Board of Directors considers to be advisable to avoid or diminish any
potential income tax liability to holders of Common Stock or rights to purchase
Common Stock which may result from any dividend or distribution of stock (or
rights to acquire stock) or from any event treated as such for income tax
purposes.

         The Company from time to time may, to the extent permitted by law,
increase the Conversion Rate by any amount for any period of at least 20 days,
if the Board of Directors has made a determination that such increase would be
in the Company's best interests, which determination shall be conclusive and
described in a resolution of the Board of Directors. The increase in Conversion
Rate shall be irrevocable during this period. Whenever the Conversion Rate is
increased pursuant to the preceding sentence, the Company shall mail to the
Holders at his or her last address appearing on the Register maintained for that
purpose a notice of the increase at least 15 days prior to the date the
increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in effect.

         (i) No adjustment in the Conversion Rate shall be required unless such
adjustment would require an increase or decrease of at least 1% in the
Conversion Rate then in effect; provided, however, that any adjustments which by
reason of this Section 11.05(j) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All

                                      -58-

<PAGE>

calculations under this Article 11 shall be made by the Company and shall be
made to the nearest cent or to the nearest one ten thousandth (0.0001) of a
share, as the case may be.

         No adjustment need be made for a change in the par value or no par
value of the Common Stock.

         (j) Whenever the Conversion Rate is adjusted as herein provided, the
Company shall promptly file with the Trustee and any Conversion Agent other than
the Trustee an Officers' Certificate setting forth the Conversion Rate after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Promptly after delivery of such certificate, the Company shall
prepare a notice of such adjustment of the Conversion Rate setting forth the
adjusted Conversion Rate and the date on which each adjustment becomes effective
and shall mail such notice of such adjustment of the Conversion Rate to each
Holder at his or her last address appearing on the Register maintained for that
purpose within 20 days of the effective date of such adjustment. Failure to
deliver such notice shall not affect the legality or validity of any such
adjustment.

         (k) In any case in which this Section 11.05 provides that an adjustment
shall become effective immediately after a Record Date for an event, the Company
may defer until the occurrence of such event issuing to the Holder of any Note
converted after such Record Date and before the occurrence of such event the
additional shares of Common Stock issuable upon such conversion by reason of the
adjustment required by such event over and above the Common Stock issuable upon
such conversion before giving effect to such adjustment.

         (l) For purposes of this Section 11.05, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company shall not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

SECTION 11.06 Effect of Reclassification, Consolidation, Merger or Sale.

         If any of the following events occur:(i) any reclassification or change
of the outstanding shares of Common Stock (other than a change in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), (ii) any consolidation, merger, share
exchange or combination of the Company with another corporation as a result of
which holders of Common Stock shall be entitled to receive stock, securities or
other property or assets (including cash) with respect to or in exchange for
such Common Stock, other than a consolidation, merger, share exchange or
combination in which the Company is the continuing corporation and which does
not result in reclassification (other than a change in name, or par value, or
from par value to no par value, or from no par value to par value or as a result
of a subdivision or combination), conversion, exchange or cancellation of the
Common Stock, or (iii) any sale or conveyance or other disposition of the
properties and assets of the Company as an entirety or substantially as an
entirety to any other corporation as a result of which holders of Common Stock
shall be entitled to receive stock, securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock, then the
Company or the successor or purchasing corporation, as the case may be, shall
execute with the

                                      -59-

<PAGE>

Trustee a supplemental indenture (which shall comply with the TIA as in force at
the date of execution of such supplemental indenture if such supplemental
indenture is then required to so comply) providing that the Notes shall be
convertible into the kind and amount of shares of stock and other securities or
property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, share exchange, combination, sale, conveyance or
other disposition by a holder of a number of shares of Common Stock issuable
upon conversion of the Notes (assuming, for such purposes, a sufficient number
of authorized shares of Common Stock available to convert all such Notes)
immediately prior to such reclassification, change, consolidation, merger, share
exchange, combination, sale, conveyance or other disposition assuming such
holder of Common Stock did not exercise his or her rights of election, if any,
as to the kind or amount of securities, cash or other property receivable upon
such reclassification, change, consolidation, merger, share exchange, sale,
conveyance or other disposition (provided that, if the kind or amount of
securities, cash or other property receivable upon such reclassification,
change, consolidation, merger, share exchange, sale, conveyance or other
disposition is not the same for each share of Common Stock in respect of which
such rights of election have not been exercised ("non-electing share"), then,
for the purposes of this Section 11.06, the kind and amount of securities, cash
or other property receivable upon such reclassification, change, consolidation,
merger, share exchange, sale, conveyance or other disposition 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 that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article 11. If, in the case
of any such reclassification, change, consolidation, merger, share exchange,
combination, sale, conveyance or other disposition, the stock or other
securities and assets receivable thereupon by a holder of shares of Common Stock
includes shares of stock or other securities and assets of a corporation other
than the successor or purchasing corporation, as the case may be, in such
reclassification, change, consolidation, merger, share exchange, combination,
sale, conveyance or other disposition, then such supplemental indenture shall
also be executed by such other corporation and shall contain such additional
provisions to protect the interests of the Holders as the Board of Directors
shall reasonably consider necessary by reason of the foregoing.

         The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder at his or her address appearing on the
Register for that purpose within 20 days after execution thereof. Failure to
deliver such notice shall not affect the legality or validity of such
supplemental indenture.

         The above provisions of this Section 11.06 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, share exchanges,
combinations, sales, conveyances and other dispositions.

         If this Section 11.06 applies to any event or occurrence, Section 11.05
shall not apply.

SECTION 11.07 Taxes on Shares Issued.

         The issue of stock certificates on conversions of the Notes shall be
made without charge to the converting Holder for any tax in respect of the issue
thereof. The Company shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in

                                      -60-

<PAGE>

the issue and delivery of stock in any name other than that of the Holder of any
Note converted, and the Company shall not be required to issue or deliver any
such stock certificate unless and until the person or persons requesting the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

SECTION 11.08 Reservation of Shares; Shares to Be Fully Paid; Listing of Common
Stock.

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

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

         (c) The Company covenants that all shares of Common Stock issued upon
conversion of the Notes will be duly authorized and validly issued and fully
paid and non-assessable by the Company and free from all taxes, liens and
charges with respect to the issue thereof.

         (d) The Company further covenants that as long as the Common Stock is
listed on the New York Stock Exchange, the Company shall cause all Common Stock
issuable upon conversion of the Notes to be eligible for such listing in
accordance with, and at the times required under, the requirements of the New
York Stock Exchange, and if at any time the Common Stock becomes listed on any
other U.S. national securities exchange, or quoted on the Nasdaq National Market
System or any other automated quotation system, the Company shall cause all
Common Stock issuable upon conversion of the Notes to be so listed or quoted and
kept so listed or quoted.

SECTION 11.09 Responsibility of Trustee.

         The Trustee shall not at any time be under any duty or responsibility
to any Holders to determine whether any facts exist which may require any
adjustment of the Conversion Rate, or with respect to the nature or extent or
calculation of any such adjustment when made, or with respect to the method
employed, or herein or in any supplemental indenture provided to be employed, in
making the same. The Trustee shall not be accountable with respect to the
validity or value (or the kind or amount) of any shares of Common Stock, or of
any securities or property, which may at any time be issued or delivered upon
the conversion of any Note; and the Trustee makes no representations with
respect thereto. Subject to the provisions of Section 7.01, the Trustee shall
not be responsible for any failure of the Company to issue, transfer or deliver
any shares of Common Stock or stock certificates or other securities or property
or cash upon the surrender of any Note for the purpose of conversion or to
comply with any of the duties, responsibilities or covenants of the Company
contained in this Article 11. Without limiting the generality of the foregoing,
the Trustee shall not have any responsibility to determine the correctness of
any provisions contained in any supplemental indenture entered into pursuant to

                                      -61-

<PAGE>

Section 11.06 relating either to the kind or amount of shares of stock or
securities or property (including cash) receivable by Holders upon the
conversion of their Notes after any event referred to in such Section 11.06 or
to any adjustment to be made with respect thereto, but, subject to the
provisions of Section 7.01, may accept as conclusive evidence of the correctness
of any such provisions, and shall fully be protected in relying upon, the
Officers' Certificate and Opinion of Counsel (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

SECTION 11.10 Notice to Holders Prior to Certain Actions.

         If (a) the Company declares a dividend (or any other distribution) on
its Common Stock (other than in cash out of retained earnings); or

         (b)      the Company authorizes the granting to the holders of its
Common Stock of rights or warrants to subscribe for or purchase any share of any
class of Common Stock or any other rights or warrants (other than rights or
warrants referred to in the second paragraph of Section 11.05(d)); or

         (c)      there is any reclassification of the Common Stock (other than
a subdivision or combination of outstanding Common Stock, or a change in par
value, or from par value to no par value, or from no par value to par value), or
of any consolidation, merger or share exchange to which the Company is a party
and for which approval of any stockholders of the Company is required, or of the
sale or transfer or other disposition of all or substantially all of the assets
of the Company; or

         (d)      there is any voluntary or involuntary dissolution, liquidation
or winding-up of the Company;

then the Company shall cause to be filed with the Trustee and to be mailed to
each Holder at his or her address appearing on the Register maintained for that
purpose as promptly as possible but in any event at least 15 days prior to the
applicable date hereinafter specified, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend, distribution or rights
or warrants, or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution
or rights or warrants are to be determined, or (y) the date on which such
reclassification, consolidation, merger, share exchange, sale, transfer,
dissolution, liquidation or winding-up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, share
exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to
give such notice, or any defect therein, shall not affect the legality or
validity of such dividend, distribution, reclassification, consolidation,
merger, share exchange, sale, transfer, dissolution, liquidation or winding-up.

SECTION 11.11 Restriction on Common Stock Issuable Upon Conversion.

         (a) Shares of Common Stock to be issued upon conversion of Notes prior
to the effectiveness of a Shelf Registration Statement shall be physically
delivered in certificated form to the Holders converting such Notes, and the
certificate representing such shares of Common

                                      -62-

<PAGE>

Stock shall bear the Restricted Common Stock Legend unless removed in accordance
with Section 11.11(c).

         (b) If (i) shares of Common Stock to be issued upon conversion of a
Note prior to the effectiveness of a Shelf Registration Statement are to be
registered in a name other than that of the Holder of such Note or (ii) shares
of Common Stock represented by a certificate bearing the Restricted Common Stock
Legend are transferred subsequently by such Holder, then, unless the Shelf
Registration Statement has become effective and such shares are being
transferred pursuant to the Shelf Registration Statement, the Holder must
deliver to the transfer agent for the Common Stock a certificate in
substantially the form of Exhibit C as to compliance with the restrictions on
transfer applicable to such shares of Common Stock, and neither the transfer
agent nor the registrar for the Common Stock shall be required to register any
transfer of such Common Stock not so accompanied by a properly completed
certificate.

         (c) Except in connection with a Shelf Registration Statement, if
certificates representing shares of Common Stock are issued upon the
registration of transfer, exchange or replacement of any other certificate
representing shares of Common Stock bearing the Restricted Common Stock Legend,
or if a request is made to remove such Restricted Common Stock Legend from
certificates representing shares of Common Stock, the certificates so issued
shall bear the Restricted Common Stock Legend, or the Restricted Common Stock
Legend shall not be removed, as the case may be, unless there is delivered to
the Company such satisfactory evidence, which, in the case of a transfer made
pursuant to Rule 144 under the Securities Act, may include an opinion of counsel
as may be reasonably required by the Company, 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, Rule 144 or Regulation S under
the Securities Act or that such shares of Common Stock are securities that are
not "restricted" within the meaning of Rule 144 under the Securities Act. Upon
provision to the Company of such reasonably satisfactory evidence, the Company
shall cause the transfer agent for the Common Stock to countersign and deliver
certificates representing shares of Common Stock that do not bear the legend.

                                   ARTICLE 12

                                CONVERSION EVENTS

SECTION 12.01 Conversion Upon Satisfaction of Sale Price Condition.

         (a)      Subject to the provisions of this Article 12 and paragraph 9
of the Note, and subject to and upon compliance with the provisions of this
Indenture, and notwithstanding the fact that any other condition to conversion
has not been satisfied, the Holder of this Note has the right to convert this
Note into shares of Common Stock in any calendar quarter after the quarter
ending March 31, 2004 if the closing price of the Common Stock for at least 20
trading days during the period of 30 consecutive trading days ending on the last
trading day of the immediately preceding calendar quarter is greater than or
equal to 130% of the Conversion Price on such last trading day.

                                      -63-

<PAGE>

         (b)      The "closing price" of the Common Stock on any date means the
closing price for such Common Stock, as set forth in Section 11.05 above.

SECTION 12.02 Conversion Based on Trading Price of the Notes.

         (a)      Subject to the provisions of this Article 12 and paragraph 9
of the Note, and subject to and upon compliance with the provisions of this
Indenture, and notwithstanding the fact that any other condition to conversion
has not been satisfied, the Holder of this Note has the right to convert this
Note into shares of Common Stock during the five business day period after any
five consecutive trading day period (the "measurement period") in which the
"trading price" per $1,000 principal amount of Notes for each day in the
measurement period was less than 98% of the closing price (as defined in Section
11.05(g)) of the Common Stock on that day multiplied by the Conversion Rate for
such date; provided that a Holder may not convert its Notes (in reliance on this
provision) if on any trading day during such measurement period the closing
price of the Common Stock was between 100% and 130% of the then current
Conversion Price.

         (b)      The "trading price" of the Notes on any date of determination
means the average of the secondary market bid quotations per $1,000 principal
amount of Notes obtained by the Trustee for $10,000,000 principal amount of the
Notes at approximately 3:30 p.m., New York City time, on such determination date
from three independent nationally recognized securities dealers selected by the
Company; provided that if at least three such bids cannot be obtained, but two
such bids are obtained by the Trustee, then the average of the two bids shall be
used, and if only one such bid can reasonably be obtained by the Trustee, that
one bid shall be used. If the Trustee cannot reasonably obtain at least one bid
for $10,000,000 principal amount of the Notes from a nationally recognized
securities dealer, then the trading price per $1,000 principal amount of Notes
will be deemed to be less than 98% of the closing price (as set forth in Section
11.05(g)) of the Common Stock on such determination date multiplied by the
Conversion Rate.

         (c)      In connection with any conversion upon satisfaction of the
above trading pricing condition, the Trustee shall have no obligation to
determine the trading price of the Notes during the applicable period unless the
Company has requested such determination; and the Company shall have no
obligation to make such request unless a Holder of Notes provides the Company
with reasonable evidence that the trading price per $1,000 principal amount of
Notes would be less than 98% of the closing price (as set forth in Section
11.05(g)) of the Common Stock multiplied by the Conversion Rate during the
applicable period. At such time, the Company shall instruct the Trustee to
determine the trading price of the Notes beginning on the next trading day and
on each successive trading day until the trading price per $1,000 principal
amount of Notes is greater than or equal to 98% of the closing price (as set
forth in Section 11.05(g)) of the Common Stock multiplied by Conversion Rate.

SECTION 12.03 Conversion Upon Notice of Redemption.

         Subject to the provisions of this Article 12 and paragraph 9 of the
Note, and subject to and upon compliance with the provisions of this Indenture,
and notwithstanding the fact that any other condition to conversion has not been
satisfied, the Holder of this Note has the right to convert into shares of
Common Stock the Notes or a portion thereof which has been called for redemption
pursuant to Article 4 above; provided that such Note or a portion thereof is

                                      -64-

<PAGE>
surrendered for conversion on or prior to the close of business on the
Redemption Date in accordance with the terms of this Indenture.

SECTION 12.04 Conversion Upon Specified Corporate Transactions.

         (a)      Subject to the provisions of this Article 12 and paragraph 9
of the Note, and subject to and upon compliance with the provisions of this
Indenture, and notwithstanding the fact that any other condition to conversion
has not been satisfied, the Holder of this Note has the right to convert this
Note into shares of Common Stock in the event that the Company (i) issues rights
or warrants to all holders of its outstanding shares of Common Stock entitling
them to subscribe for or purchase, for a period expiring within 45 days after
the date of issuance, shares of Common Stock at a price per share less than the
closing price (as defined above) per share of Common Stock on the trading day
(as defined in Section 11.05(g)) immediately preceding the date of the issuance;
or (ii) distributes to all holders of its outstanding shares of Common Stock any
assets or debt securities of the Company, or rights to purchase any securities
of the Company, which distribution has a per share value, as determined by the
Board of Directors (whose determination shall be conclusive and described in a
resolution of the Board of Directors), that exceeds 15% of the closing price (as
defined above) per share of Common Stock on the trading day (as defined in
Section 11.05(g)) immediately preceding the date of declaration of such
distribution. The Company will be required to give notice to the Holders at
least 20 business days prior to the ex-dividend date for such distribution, and
Notes may be surrendered for conversion at any time thereafter until the earlier
of the close of business on the business day immediately prior to the
ex-dividend date and the announcement by the Company that such distribution will
not take place, even if the Notes are not otherwise convertible at such time.
The "ex-dividend date" shall mean the first date upon which the sale of the
Common Stock does not automatically transfer the right to receive the relevant
distribution from the seller of the Common Stock to its buyer.

         (b)      Subject to the provisions of this Article 12 and paragraph 9
of the Note, and subject to and upon compliance with the provisions of this
Indenture, and notwithstanding the fact that any other condition to conversion
has not been satisfied, the Holder of this Note has the right to convert this
Note into shares of Common Stock in the event the Company is a party to any
consolidation, merger, share exchange or combination or sale, conveyance or
other disposition of all or substantially all of the assets of the Company
pursuant to which the Common Stock would be converted into cash, securities or
other property as set forth in Section 11.06, the Notes may be surrendered for
conversion at any time from and after the date which is 15 days prior to the
anticipated effective date of the transaction until 15 days after the actual
effective date of such transaction and, at the effective time of such
transaction, the right to convert a Note into Common Stock will be deemed to
have changed into a right to convert such Note into the kind and amount of cash,
securities or other property of the Company or another person which the Holder
would have received if the Holder had converted its Notes immediately prior to
the applicable record date for such transaction.

                                      -65-

<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed, all as of the date first above written, signifying their agreements
contained in this Indenture.

                                             DELTA AIR LINES, INC.

                                             By: _______________________________
                                                 Name:
                                                 Title

                                             THE BANK OF NEW YORK TRUST
                                             COMPANY, N.A.
                                             not in its individual capacity
                                             but solely as Trustee

                                             By: _______________________________
                                                 Name:
                                                 Title

                                      -66-

<PAGE>

                                    EXHIBIT A
                               (Face of Security)

                           [Global Securities Legend]

     [The following legend shall appear on the face of each Global Security:

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

         [The following legend shall appear on the face of each Global Security
for which The Depository Trust Company is to be the Depositary:

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

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

                                       A-1

<PAGE>

                         [Restricted Securities Legend]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF DELTA AIR LINES,
INC. THAT THIS SECURITY MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED PRIOR TO THE LATER OF (X) THE EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION) OR (Y) THREE MONTHS AFTER SUCH
HOLDER CEASES TO BE AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE
SECURITIES ACT) OF DELTA AIR LINES, INC., OTHER THAN (1) TO DELTA AIR LINES,
INC., (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A,
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) IN AN OFFSHORE
TRANSACTION (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE
WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE) UNDER
THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF
DELTA AIR LINES, INC. THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) NOT
A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN
ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER)
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS
PERMITTED BY THE SECURITIES ACT.

                                       A-2

<PAGE>

CUSIP No.:__________________________
ISIN:_______________________________
Common Code:________________________                           $________________

                              DELTA AIR LINES, INC.
                     2 7/8% CONVERTIBLE SENIOR NOTE DUE 2024

         DELTA AIR LINES, INC. promises to pay to CEDE & CO. or registered
assigns, the principal sum of _____________________($______________) on February
6, 2024, and to pay interest thereon, as provided on the reverse hereof, until
the principal and any unpaid and accrued interest is paid or duly provided for.

         Interest Payment Dates: February 18 and August 18, commencing August
18, 2004

         Regular Record Dates: February 3 and August 3

         The provisions on the back of this certificate are incorporated as if
set forth on the face hereof.

                                       A-3

<PAGE>

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

                                             DELTA AIR LINES, INC.

                                             By: _______________________________
                                                 Name:
                                                 Title:

Certificate of Authentication

This is one of the Convertible Senior Notes described in the within-mentioned
Indenture.

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

By: ________________________________
    Authorized Signatory

Dated:_____________________

                                       A-4

<PAGE>

                               (Back of Security)

                              DELTA AIR LINES, INC.
                    2 7/8% CONVERTIBLE SENIOR NOTES DUE 2024

1.       INTEREST. Delta Air Lines, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum shown above. The Company will pay interest (and Liquidated
Damages, if any) semiannually in arrears on February 18 and August 18 of each
year, beginning August 18, 2004. Interest on the Notes will accrue from the most
recent Interest Payment Date to which interest has been paid or, if no interest
has been paid, from February 6, 2004. Interest (and any Liquidated Damages) will
be computed on the basis of a 360-day year composed of twelve 30-day months.

2.       METHOD OF PAYMENT. The Company will pay interest (and Liquidated
Damages, if any) on the Notes (except defaulted interest) to the person in whose
name each Note is registered at the close of business on the February 3 or
August 3 (each, a "Regular Record Date") immediately preceding the relevant
Interest Payment Date (other than with respect to a Note or portion thereof (i)
with respect to which a notice of redemption shall have been mailed by the
Company in accordance with Section 4.03 of the Indenture, which notice of
redemption shall specify a Redemption Date that is after the close of business
on a Regular Record Date and prior to the next Interest Payment Date, or (ii)
repurchased in connection with a Designated Event on a Designated Event
Repurchase Date that is after the close of business on a Regular Record Date and
prior to the next Interest Payment Date, in which case accrued interest (and
Liquidated Damages, if any) shall be payable (unless such Note or portion
thereof is converted) to the Holder of the Note or portion thereof redeemed or
repurchased in accordance with the applicable provisions of the Indenture).

         The Holder must surrender Notes to a Paying Agent to collect principal
payments. The Company will pay the principal and interest (including Liquidated
Damages, if any, and Redemption Price, Purchase Price and Designated Event
Repurchase Price, as applicable) on the Notes at the office or agency of the
Company maintained for such purpose, in money of the United States that at the
time of payment is legal tender for payment of public and private debts. Until
otherwise designated by the Company, the Company's office or agency maintained
for such purpose will be the principal Corporate Trust Office of the Trustee. If
the Notes are held in global form, principal and interest (including Liquidated
Damages, if any, Redemption Price, Purchase Price and Designated Event
Repurchase Price, as applicable) on the Notes shall be paid by wire transfer in
immediately available funds in accordance with the written wire transfer
instruction supplied by such Holder from time to time to the Trustee and Paying
Agent (if different from the Trustee) at least two days prior to the applicable
Regular Record Date; provided that any payment to the Depositary or its nominee
shall be paid by wire transfer in immediately available funds in accordance with
the wire transfer instruction supplied by the Depositary or its nominee from
time to time to the Trustee and Paying Agent (if different from Trustee) at
least two days prior to the applicable Regular Record Date. With respect to
Notes held other than in global form, the Company will make payments by wire
transfer of immediately available funds to the account specified by the Holders
thereof or, if no such account is specified with respect to a Holder, by mailing
a check to the Holder's registered address.

                                       A-5

<PAGE>

3.       PAYING AGENT, REGISTRAR AND CONVERSION AGENT. The Bank of New York
Trust Company, N.A . (together with any successor Trustee under the Indenture
referred to below, the "Trustee") will act as Paying Agent, Registrar and
Conversion Agent. The Company may change any Paying Agent, Registrar, Conversion
Agent or co-registrar without prior notice. Subject to certain limitations in
the Indenture, the Company or any of its subsidiaries may act in any such
capacity.

4.       INDENTURE. The Company issued the Notes under an Indenture, dated as of
February 6, 2004 (the "Indenture"), between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) (the "TIA") as in effect on the date of the Indenture.
The Notes are subject to, and qualified by, all such terms, certain of which are
summarized hereon, and Holders are referred to the Indenture and the TIA for a
statement of such terms. The Notes are senior unsecured obligations of the
Company limited as provided in the Indenture to $325,000,000 in aggregate
principal amount, unless an election has been made as set forth in Article 2 of
the Indenture to increase such aggregate principal amount to an amount not to
exceed $390,000,000.

         Capitalized terms not defined herein have the same meaning as is given
to them in the Indenture.

5.       DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. As a condition of transfer, the Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents, and the Company and the Registrar may require a Holder to
pay any taxes and fees permitted by the Indenture.

6.       PERSONS DEEMED OWNERS. The person in whose name the Notes are
registered on the Registrar's books will be treated as its owner for all
purposes.

7.       AMENDMENTS AND WAIVERS. Subject to certain exceptions, the Indenture
and the Notes may be amended or supplemented with the consent of the Holders of
at least a majority in aggregate principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer
for the Notes), and any existing Default (except a Default or Event of Default
in the payment of principal of or interest or Liquidated Damages, if any, on the
Notes) may be waived with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for the Notes).

         Without the consent of any Holder, the Indenture or the Notes may be
amended to: (a) cure any ambiguity, defect or inconsistency or make any other
changes in the provisions of the Indenture which the Company and the Trustee may
deem necessary or desirable, provided that such amendment does not materially
and adversely affect the rights of the Holders under the Indenture; (b) evidence
the succession of another person to the Company and provide for the assumption
by such successor of the covenants and obligations of the Company under the
Indenture and the Notes; (c) provide for the conversion rights of Holders in the
event of

                                       A-6

<PAGE>

consolidation or merger or sale of all or substantially all of the assets of the
Company; (d) increase the Conversion Rate; (e) evidence and provide for the
acceptance of appointment under the Indenture of a successor Trustee; (f) make
any changes that would provide the Holders with any additional rights or
benefits or that do not adversely affect the legal rights under the Indenture of
any Holder; (g) comply with the requirements of the Commission in order to
effect or maintain the qualification of the Indenture under the TIA; or (h)
modify the restrictions on, and procedures for, resale and other transfers of
the Notes or the shares of Common Stock pursuant to law, regulation or practice
relating to the resale or transfer of restricted securities generally.

         Without the consent of each Holder affected, an amendment or waiver may
not (with respect to any Notes held by a non-consenting Holder): (a) reduce the
principal amount of Notes whose Holders must consent to an amendment, supplement
or waiver; (b) reduce the principal of or change the fixed maturity of any Note
or, except as permitted pursuant to Section 9.01 of the Indenture, alter the
redemption or repurchase provisions with respect to the Notes; (c) reduce the
rate of, or change the time for payment of, interest, including defaulted
interest and Liquidated Damages, if any, and any Redemption Price, Purchase
Price or Designated Event Repurchase Price, if applicable, on any Note; (d)
waive a Default or Event of Default in the payment of principal or interest or
Liquidated Damages, if any, on the Notes (except a rescission of acceleration of
the Notes by the Holders of at least a majority in aggregate principal amount of
the Notes then outstanding and a waiver of the payment default that resulted
from such acceleration); (e) make the principal or interest or Liquidated
Damages, if any, on any Note payable in money other than as provided for in the
Indenture and in the Notes; (f) make any change in the provisions of the
Indenture relating to waivers of past Defaults or the rights of Holders to
receive payments of principal of or interest or Liquidated Damages, if any, and
any Redemption Price, Purchase Price or Designated Event Repurchase Price, if
applicable, on the Notes; (g) waive the payment of any Designated Event
Repurchase Price with respect to any Note; (h) reduce the Conversion Rate or,
except as permitted by the Indenture (including Section 9.01), modify the
provisions of the Indenture relating to conversion of the Notes in a manner
adverse to the Holders thereof; or (i) make any changes to the abilities of
Holders to enforce their rights under the Indenture or the provisions of clauses
(a) through (i) of Section 9.02 of the Indenture.

8.       REDEMPTION AND PURCHASE. The Company, at its option, may redeem all or
a portion of the Notes on or after February 21, 2009 at a redemption price in
cash ("Redemption Price") equal to 100% of the principal amount thereof, plus
any accrued and unpaid interest to, but excluding, the Redemption Date. At least
30 days but not more than 60 days before a Redemption Date, the Company shall
mail a notice of redemption by first-class mail, postage prepaid, to each Holder
of Notes to be redeemed.

         Following a Designated Event, the Company shall make a Designated Event
Offer to repurchase all Notes then outstanding at a Designated Event Repurchase
Price equal to 100% of the principal amount of the Notes, plus any accrued and
unpaid interest to, but excluding, the Designated Event Repurchase Date, in
accordance with the terms and conditions set forth in the Indenture. To accept
the Designated Event Offer, the Holder hereof must comply with the terms
thereof, including surrendering this Note with the "Designated Event Repurchase
Notice" portion

                                       A-7

<PAGE>

thereof completed to the Trustee, with a copy to the Paying Agent, at any time
on or prior to the Designated Event Offer Termination Date, as provided in the
Indenture.

         Subject to the terms and conditions of the Indenture, Notes shall be
purchased by the Company at the option of the Holder thereof, in whole or in
part, at a purchase price in cash (the "Purchase Price") equal to 100% of the
principal amount thereof, plus any accrued and unpaid interest to, but
excluding, the relevant Purchase Date of February 18, 2009, February 18, 2014
and February 18, 2019, as applicable, upon delivery of a Purchase Notice
containing the information set forth in the Indenture, at any time from the
opening of business on the date that is at least 20 business days prior to the
relevant Purchase Date until the close of business on the fifth business day
prior to such Purchase Date.

9.       CONVERSION. Subject to the provisions of this paragraph 9, and subject
to and upon compliance with the provisions of the Indenture, each $1,000
principal amount of Notes, may be converted, subject to the conditions and
during the periods described below, into 73.6106 fully paid and non-assessable
shares of Common Stock, as adjusted from time to time as provided in the
Indenture (the "Conversion Rate"), upon surrender of the Note to the Company at
the office or agency maintained for such purpose (or at such other offices or
agencies designated for such purpose by the Company), accompanied by written
notice of conversion duly executed (and if the shares of Common Stock to be
issued on conversion are to be issued in any name other than that of the
registered Holder of this Note, by instruments of transfer, in form satisfactory
to the Company, duly executed by the registered Holder or its duly authorized
attorney).

         In case such surrender shall be made during the period from the close
of business on any Regular Record Date immediately preceding any Interest
Payment Date to the opening of business on such Interest Payment Date, the Note
also shall be accompanied by payment, in funds acceptable to the Company, of an
amount equal to the accrued and unpaid interest, if any, otherwise payable on
such Interest Payment Date on the principal amount of the Note then being
converted; provided, however, that no such payment need be made if (i) there
exists at the time of conversion a default in the payment of principal of or
interest or Liquidated Damages, if applicable, on the Notes (including any
principal of or interest payable in connection with a repurchase pursuant to
Section 4.08 or Section 4.09 and a redemption pursuant to Section 4.01); or (ii)
the Company shall have specified a Redemption Date that is after the Regular
Record Date and prior to such Interest Payment Date. Subject to the aforesaid
requirement for a payment in the event of conversion during the period from the
close of business on any Regular Record Date immediately preceding any Interest
Payment Date to the opening of business on such Interest Payment Date, no
adjustment shall be made on conversion for interest, if any, accrued and unpaid
hereon or for dividends on Common Stock delivered on conversion.

         The Conversion Rate will be adjusted for dividends or distributions on
Common Stock payable in Common Stock; subdivisions or combinations of Common
Stock; distributions to all holders of Common Stock of certain rights or
warrants to purchase Common Stock, for a period expiring within 45 days after
the date of such distribution, at a price less than the Current Market Price;
distributions to all holders of Common Stock of shares of Capital Stock (other
than Common Stock) or evidences of the Company's Indebtedness or assets; certain
dividends or other distributions consisting exclusively of cash to holders of
Common Stock; and certain purchases of the Common Stock pursuant to tender or
exchange offers by the Company or any

                                       A-8

<PAGE>

subsidiary of the Company, in each case, in accordance with the terms and
conditions set forth in the Indenture. Additionally, the Indenture permits the
Company to, from time to time, to the extent permitted by law, increase the
Conversion Rate by any amount for any period of at least 20 days, if the Board
of Directors has made a determination that such reduction would be in the
Company's best interests, which determination shall be conclusive and described
in a resolution of the Board of Directors.

         The Company shall not issue fractional shares or scrips representing
fractions of shares of Common Stock upon any such conversion, but shall make an
adjustment therefor in cash based upon the average of the closing price of the
Common Stock for the five consecutive trading days immediately preceding the
Conversion Date. If more than one Note shall be surrendered for conversion at
one time by the same Holder, the number of full shares which shall be issuable
upon conversion shall be computed on the basis of the aggregate principal amount
of the Notes (or specified portions thereof to the extent permitted hereby) so
surrendered for conversion.

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

         The Company shall notify the Holders upon determination that Holders
are or will be entitled to convert their Notes, or any portion of such principal
amount which is $1,000 or an integral multiple thereof, into fully paid and
non-assessable shares of Common Stock in accordance with this paragraph 9, by
issuing a press release and publishing such determination on the Company's web
site.

         Conversion Upon Satisfaction of Sale Price Condition. Subject to the
provisions of this paragraph 9, and subject to and upon compliance with the
provisions of the Indenture, and notwithstanding the fact that any other
condition to conversion has not been satisfied, the Holder of this Note has the
right to convert this Note into shares of Common Stock in any calendar quarter
after the quarter ending March 31, 2004 if the closing price of the Common Stock
for at least 20 trading days during the period of 30 consecutive trading days
ending on the last trading day of the immediately preceding calendar quarter is
greater than or equal to 130% of the Conversion Price on such last trading day.
The "Conversion Price" shall be equal to $1,000 divided by the Conversion Rate.

         The "closing price" of the Common Stock on any date means the closing
price for such Common Stock, as set forth in Section 11.05(g) of the Indenture.

         Conversion Based on Trading Price of the Notes. Subject to the
provisions of this paragraph 9, and subject to and upon compliance with the
provisions of the Indenture, and notwithstanding the fact that any other
condition to conversion has not been satisfied, the Holder of this Note has the
right to convert this Note into shares of Common Stock during the five business
day period after any five consecutive trading day period (the "measurement
period") in which the "trading price" per $1,000 principal amount of Notes for
each day in the measurement period was less than 98% of the closing price (as
defined in Section 11.05(g) of the Indenture) of the Common Stock on that day
multiplied by the Conversion Rate for such date; provided that a

                                       A-9

<PAGE>

Holder may not convert its Notes (in reliance on this provision) if on any
trading day during such measurement period the closing price of the Common Stock
was between 100% and 130% of the then current Conversion Price of the Notes.

         The "trading price" of the Notes on any date of determination means the
average of the secondary market bid quotations per $1,000 principal amount of
Notes obtained by the Trustee for $10,000,000 principal amount of the Notes at
approximately 3:30 p.m., New York City time, on such determination date from
three independent nationally recognized securities dealers selected by the
Company; provided that if at least three such bids cannot be obtained, but two
such bids are obtained by the Trustee, then the average of the two bids shall be
used, and if only one such bid can reasonably be obtained by the Trustee, that
one bid shall be used. If the Trustee cannot reasonably obtain at least one bid
for $10,000,000 principal amount of the Notes from a nationally recognized
securities dealer, then the trading price per $1,000 principal amount of Notes
will be deemed to be less than 98% of the closing price (as set forth in Section
11.05(g) of the Indenture) of the Common Stock on such determination date
multiplied by the Conversion Rate.

         In connection with any conversion upon satisfaction of the above
trading pricing condition, the Trustee shall have no obligation to determine the
trading price during the applicable period of the Notes unless the Company has
requested such determination; and the Company shall have no obligation to make
such request unless a Holder of Notes provides the Company with reasonable
evidence that the trading price per $1,000 principal amount of Notes would be
less than 98% of the closing price (as set forth in Section 11.05(g) of the
Indenture) of the Common Stock multiplied by the Conversion Rate during the
applicable period. At such time, the Company shall instruct the Trustee to
determine the trading price of the Notes beginning on the next trading day and
on each successive trading day until the trading price per $1,000 principal
amount of Notes is greater than or equal to 98% of the closing price (as set
forth in Section 11.05(g) of the Indenture) of the Common Stock multiplied by
Conversion Rate.

         Conversion Upon Notice of Redemption. Subject to the provisions of this
paragraph 9, and subject to and upon compliance with the provisions of the
Indenture, and notwithstanding the fact that any other condition to conversion
has not been satisfied, the Holder of this Note has the right to convert into
shares of Common Stock the Notes or a portion thereof which has been called for
redemption pursuant to Article 4 of the Indenture; provided that such Note or a
portion thereof is surrendered for conversion on or prior to the close of
business on the Redemption Date in accordance with the terms of the Indenture.

         Conversion Upon Specified Corporate Transactions. Subject to the
provisions of this paragraph 9, and subject to and upon compliance with the
provisions of the Indenture, and notwithstanding the fact that any other
condition to conversion has not been satisfied, the Holder of this Note has the
right to convert this Note into shares of Common Stock in the event that the
Company (i) issues rights or warrants to all holders of its outstanding shares
of Common Stock entitling them to subscribe for or purchase, for a period
expiring within 45 days after the date of issuance, shares of Common Stock at a
price per share less than the closing price (as defined above) per share of
Common Stock on the trading day (as defined in Section 11.05(g)) immediately
preceding the date of the issuance; or (ii) distributes to all holders of its
outstanding shares of Common Stock any assets or debt securities of the Company,
or rights to purchase any

                                      A-10

<PAGE>

securities of the Company, which distribution has a per share value, as
determined by the Board of Directors (whose determination shall be conclusive
and described in a resolution of the Board of Directors), that exceeds 15% of
the closing price (as defined above) per share of Common Stock on the trading
day (as defined in Section 11.05(g)) immediately preceding the date of
declaration of such distribution. The Company will be required to give notice to
the Holders at least 20 business days prior to the ex-dividend date for such
distribution, and Notes may be surrendered for conversion at any time thereafter
until the earlier of the close of business on the business day immediately prior
to the ex-dividend date and the announcement by the Company that such
distribution will not take place, even if the Notes are not otherwise
convertible at such time. The "ex-dividend date" shall mean the first date upon
which the sale of the Common Stock does not automatically transfer the right to
receive the relevant distribution from the seller of the Common Stock to its
buyer.

         Subject to the provisions of this paragraph 9, and subject to and upon
compliance with the provisions of the Indenture, and notwithstanding the fact
that any other condition to conversion has not been satisfied, the Holder of
this Note has the right to convert this Note into shares of Common Stock in the
event the Company is a party to any consolidation, merger, share exchange or
combination or sale, conveyance or other disposition of all or substantially all
of the assets of the Company pursuant to which the Common Stock would be
converted into cash, securities or other property as set forth in Section 11.06
of the Indenture, the Notes may be surrendered for conversion at any time from
and after the date which is 15 days prior to the anticipated effective date of
the transaction until 15 days after the actual effective date of such
transaction and, at the effective time of such transaction, the right to convert
a Note into Common Stock will be deemed to have changed into a right to convert
such Note into the kind and amount of cash, securities or other property of the
Company or another person which the Holder would have received if the Holder had
converted its Notes immediately prior to the applicable record date for such
transaction.

10.      DEFAULTS AND REMEDIES. An Event of Default is: (a) a default in payment
of the principal on the Notes when due upon redemption, repurchase or otherwise;
(b) a default for 30 days in the payment of any installment of interest or
Liquidated Damages on the Notes when due (including any interest payable in
connection with a repurchase or redemption of the Notes pursuant to the terms of
the Indenture); (c) a failure to comply with or observe in any material respect
any covenant or agreement of the Company in respect of the Notes as set forth in
the Indenture for 60 days after written notice to the Company from the Trustee
or to the Company and the Trustee from Holders of at least 25% in aggregate
principal amount of the then outstanding Notes; (d) a default in the payment of
the Designated Event Repurchase Price in respect of the Notes when the same
becomes due; (e) a default in any credit agreement, mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any Restricted
Subsidiary (other than any such Indebtedness which is non-recourse to the
Company or such Restricted Subsidiary), which default is caused by a failure to
pay when due any principal on such Indebtedness at the final stated maturity
date of such Indebtedness, which failure continues beyond any applicable grace
period, or results in the acceleration of such indebtedness prior to its express
maturity, without such acceleration being rescinded or annulled, and, in each
case, the principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness under which there is a payment default at
the final stated maturity thereof or the

                                      A-11

<PAGE>

maturity of which has been so accelerated, aggregates to $75 million or more and
such payment default is not cured or such acceleration is not annulled within 30
days after written notice to the Company by the Trustee or to the Company and
the Trustee by Holders of not less than 25% in aggregate principal amount of the
Notes then outstanding; and (f) certain events involving bankruptcy, insolvency
or reorganization of the Company.

         If an Event of Default occurs and is continuing, the Trustee, by
written notice to the Company, or the Holders of at least 25% in principal
amount of the then outstanding Notes, by written notice to the Company and the
Trustee, may declare the unpaid principal of, and accrued and unpaid interest
and Liquidated Damages, if any, on all Notes then outstanding to be due and
payable immediately, except that in the case of an Event of Default arising from
certain events of bankruptcy, insolvency, or reorganization with respect to the
Company, all outstanding Notes become due and payable without further action or
notice. Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. The Trustee may require an indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders of
at least a majority in principal amount of the then outstanding Notes may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing default (except a default in payment of
principal of, or interest or Liquidated Damages, if any, and the Redemption
Price, Purchase Price or Designated Event Repurchase Price, if applicable) if it
determines that withholding notice is in their interests. The Company must
furnish annual compliance certificates to the Trustee in accordance with the
terms of the Indenture.

11.      TRUSTEE DEALINGS WITH THE COMPANY. Subject to Section 7.10 of the
Indenture, the Trustee or any of its Affiliates, in their individual or any
other capacities, may make or continue loans to or guaranteed by, accept
deposits from and perform services for the Company or its Affiliates and may
otherwise deal with the Company or its Affiliates as if it were not Trustee.

12.      NO RECOURSE AGAINST OTHERS. No director, officer, employee, stockholder
or Affiliate, as such, of the Company shall have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability with respect
to each director, officer, employee, stockholder and Affiliate of the Company.
The waiver and release are part of the consideration for the Notes.

13.      AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

14.      ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN CO = tenants in common, TEN ENT = tenants by
the entireties, JT TEN = joint tenants with right of survivorship and not as
tenants in common, CUST = Custodian and U/G/M/A = Uniform Gifts to Minors Act.

15.      REGISTRATION RIGHTS AGREEMENT. The Holder of this Note is entitled to
the benefits of a Registration Rights Agreement, dated February 6, 2004, between
the Company and the Initial Purchaser (the "Registration Rights Agreement").

                                      A-12

<PAGE>

         In accordance with the terms of the Registration Rights Agreement,
during any period in which a Registration Default (as defined in the
Registration Rights Agreement) has occurred and is continuing, the Company will
pay Liquidated Damages in an amount equal .25% (or 25 basis points) per annum
per $1,000 principal amount of notes or $2.50 per annum per 73.6106 shares of
Common Stock (subject to adjustment from time to time in the event of a stock
split, stock recombination, stock dividend and similar events) constituting
Transfer Restricted Securities (as defined in the Registration Rights
Agreement), in accordance with the terms of the Registration Rights Agreement.

         Liquidated Damages in respect of the Notes, if any, will be payable in
cash semiannually, in arrears, on each Interest Payment Date to the person in
whose name each Note is registered at the close of business on the Regular
Record Date immediately preceding the relevant Interest Payment Date, and will
cease to accrue on the date the Registration Default is cured. The above
description of certain provisions of the Registration Rights Agreement is
qualified by reference to, and is subject in its entirety to, the more complete
description thereof contained in the Registration Rights Agreement.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and the Registration Rights Agreement. Requests
may be made to: Delta Air Lines, Inc., P.O. Box 20706, Atlanta, Georgia 30320,
Attention: Investor Relations, Department No. 829, Telephone No.: (404)
715-2600.

16.      SINKING FUND. The Notes do not have the benefit of any sinking fund
obligations.

                                      A-13

<PAGE>

                            FORM OF CONVERSION NOTICE

To: DELTA AIR LINES, INC.

         The undersigned beneficial owner of this Note hereby irrevocably
exercises the option to convert this Note, or portion hereof (which is $1,000 or
an integral multiple thereof) below designated, into shares of Common Stock of
Delta Air Lines, Inc. in accordance with the terms of the Indenture referred to
in this Note, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and Notes
representing any unconverted principal amount hereof, be issued and delivered to
the beneficial owner hereof unless a different name has been indicated below. If
shares or any portion of this Note not converted are to be issued in the name of
a person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto. Any amount required to be paid by the undersigned
on account of interest and taxes accompanies this Note.

Dated:                                       ___________________________________

Fill in for registration of shares if to be  ___________________________________
delivered, and Notes if to be issued, other
than to and in the name of the beneficial    ___________________________________
owner (Please Print):                        Signature(s)

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

___________________________                           $___________,000
      (Street Address)

                                             ___________________________________
                                             Social Security or other Taxpayer
___________________________                  Identification Number
(City, State and Zip Code)

Signature Guarantee:*

---------------------------
*        Signatures must be guaranteed by an eligible Guarantor Institution
         (banks, brokers, dealers, savings and loan associations and credit
         unions) with membership in an approved signature guarantee medallion
         program pursuant to Securities and Exchange Commission Rule 17Ad-15 if
         shares are to be issued, or Notes are to be delivered, other than to
         and in the name of the registered Holder(s).

                                      A-14

<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

         (I) or (we) assign and transfer this Note to

________________________________________________________________________________
(Insert assignee's social security or tax I.D. no.)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint ____________________________________ as agent to
transfer this Note on the books of the Company. The agent may substitute another
to act for him.

Your Signature: _______________________________________________________________
              (Sign exactly as your name appears on the other side of this Note)

Date:_______________________________

Medallion Signature Guarantee:  _______________________________________________
[FOR INCLUSION ONLY IF THIS NOTE BEARS A RESTRICTED SECURITIES LEGEND]
In connection with any transfer of any of the Notes evidenced by this
certificate that are "restricted securities" (as defined in Rule 144 (or any
successor thereto) under the Securities Act), the undersigned confirms that such
Notes are being transferred:

         CHECK ONE BOX BELOW

         (1)      [_]      to the Company; or

         (2)      [_]      pursuant to and in compliance with Rule 144A under
                           the Securities Act of 1933; or

         (3)      [_]      pursuant to and in compliance with Regulation S under
                           the Securities Act of 1933; or

         (4)      [_]      pursuant to an exemption from registration under the
                           Securities Act of 1933 provided by Rule 144
                           thereunder.

Unless one of the boxes is checked, the Registrar will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided, however, that if box (3) or (4) is checked,
the Trustee may require, prior to registering any such transfer of the Notes,
such certifications and other information, and if box (4) is checked such legal
opinions, as the Company has reasonably requested in writing, by delivery to the
Trustee of a standing letter of instruction, to confirm that such transfer is
being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act of 1933; provided that this
paragraph shall not be applicable to any Notes which are not "restricted
securities" (as defined in Rule 144 (or any successor thereto) under the
Securities Act).

                                      A-15

<PAGE>

Your Signature:  _______________________________________________________________
              (Sign exactly as your name appears on the other side of this Note)

Date:______________________

Medallion Signature Guarantee:__________________________________________________

                                      A-16

<PAGE>

                       DESIGNATED EVENT REPURCHASE NOTICE

If you wish to have this Note repurchased by the Company pursuant to Section
4.09 of the Indenture, check the Box: [_]

If you wish to have a portion of this Note repurchased by the Company pursuant
to Section 4.09 of the Indenture, state the amount (in multiples of $1,000):
$____________, 000.

Date:_____________     Your Signature:__________________________________________
                                       (Sign exactly as your name appears on the
                                        other side of this Note)

Medallion Signature Guarantee:__________________________________________________

                                      A-17

<PAGE>

                                    EXHIBIT B

                    [FORM OF RESTRICTED COMMON STOCK LEGEND]

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF,
BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF DELTA AIR LINES, INC.
THAT THIS SECURITY MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
PRIOR TO THE LATER OF (X) THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO THE
SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES
ACT (OR ANY SUCCESSOR PROVISION) OR (Y) THREE MONTHS AFTER SUCH HOLDER CEASES TO
BE AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF
DELTA AIR LINES, INC., OTHER THAN (1) TO DELTA AIR LINES, INC., (2) SO LONG AS
THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH REGULATION
S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE) UNDER THE SECURITIES ACT
OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND OTHER JURISDICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF DELTA AIR LINES, INC. THAT IT
IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) NOT A U.S. PERSON AND IS OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE
REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER THE
SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY,
ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON
STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS PERMITTED BY THE
SECURITIES ACT."

                                       B-1

<PAGE>

                                    EXHIBIT C

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                           OF RESTRICTED COMMON STOCK

            (Transfers pursuant to Section 11.11(b) of the Indenture)

[NAME AND ADDRESS OF
COMMON STOCK TRANSFER AGENT]

         Re:      Delta Air Lines, Inc. 2-7/8% Convertible Senior Notes
                  due 2024 (the "Convertible Senior Notes")

         Reference is hereby made to the Indenture dated as of February 6, 2004
(the "Indenture") between Delta Air Lines, Inc. and The Bank of New York Trust
Company, N.A., as Trustee. Capitalized terms used but not defined herein shall
have the meanings given them in the Indenture.

         This letter relates to _________ shares of Common Stock [represented by
the accompanying certificate(s) that were] [to be] issued upon conversion of
Convertible Senior Notes and which are held in the name of [name of transferor]
(the "Transferor") to effect the transfer of such Common Stock.

         In connection with the transfer of such shares of Common Stock, the
undersigned confirms that such shares of Common Stock are being transferred:

         CHECK ONE BOX BELOW

         (1)      [_]      to the Company; or

         (2)      [_]      pursuant to and in compliance with Rule 144A under
                           the Securities Act of 1933; or

         (3)      [_]      pursuant to and in compliance with Regulation S under
                           the Securities Act of 1933; or

         (4)      [_]      pursuant to an exemption from registration under the
                           Securities Act of 1933 provided by Rule 144
                           thereunder.

                                       C-1

<PAGE>

         Unless one of the boxes is checked, the transfer agent will refuse to
register any of the Common Stock [evidenced by this certificate] [to be issued
to] in the name of any person other than the registered Holder thereof;
provided, however, that if box (2) or (3) is checked, the transfer agent may
require, prior to registering any such transfer of the Common Stock such
certifications and other information, and if box (4) is checked such legal
opinions, as the Company has reasonably requested in writing, by delivery to the
transfer agent of a standing letter of instruction, to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933.

                                             [Name of Transferor],

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________

Dated:

                                       C-2