<PAGE>
                                                                    EXHIBIT 4(h)

                                    INDENTURE

                             DATED AS OF _____, 2005

                                     BETWEEN

                         COEUR D'ALENE MINES CORPORATION

                                       AND

                                     TRUSTEE

                                 DEBT SECURITIES
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            PAGE
                                                                                                            ----
<S>            <C>                                                                                          <C>
                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.  Definitions..................................................................................
SECTION 1.02.  Incorporation by Reference of Trust Indenture Act............................................
SECTION 1.03.  Rules of Construction........................................................................

                                   ARTICLE II
                                 THE SECURITIES
SECTION 2.01.  Form of Securities and Dating................................................................
SECTION 2.02.  Execution and Authentication.................................................................
SECTION 2.03.  Registrar, Paying Agent, Conversion Agent, Depository and Securities Custodian...............
SECTION 2.04.  Paying Agent To Hold Money in Trust..........................................................
SECTION 2.05.  Securityholder Lists.........................................................................
SECTION 2.06.  Transfer and Exchange........................................................................
SECTION 2.07.  Replacement Securities.......................................................................
SECTION 2.08.  Outstanding Securities.......................................................................
SECTION 2.09.  Treasury Securities..........................................................................
SECTION 2.10.  Temporary Securities.........................................................................
SECTION 2.11.  Cancellation.................................................................................
SECTION 2.12.  Defaulted Interest...........................................................................

                                   ARTICLE III
                                   REDEMPTION
SECTION 3.01.  Notices to Trustee...........................................................................
SECTION 3.02.  Selection of Securities To Be Redeemed.......................................................
SECTION 3.03.  Notice of Redemption.........................................................................
SECTION 3.04.  Effect of Notice of Redemption ..............................................................
SECTION 3.05.  Deposit of Redemption Price..................................................................
SECTION 3.06.  Securities Redeemed in Part .................................................................

                                   ARTICLE IV
                                    COVENANTS
SECTION 4.01.  Payment of Securities........................................................................
SECTION 4.02.  SEC Reports..................................................................................
SECTION 4.03.  Compliance Certificate.......................................................................
SECTION 4.04.  Stay, Extension and Usury Laws...............................................................
SECTION 4.05.  Liquidation..................................................................................
SECTION 4.06.  Reservation of Shares of Common Stock Issuance
                            upon conversion.................................................................
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>            <C>                                                                                          <C>
                                    ARTICLE V
                                   SUCCESSORS
SECTION 5.01.  When Company May Merge, etc..................................................................
SECTION 5.02.  Successor Corporation Substituted............................................................

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES
SECTION 6.01.  Events of Default............................................................................
SECTION 6.02.  Acceleration.................................................................................
SECTION 6.03.  Other Remedies...............................................................................
SECTION 6.04.  Waiver of Past Defaults......................................................................
SECTION 6.05.  Control by Majority..........................................................................
SECTION 6.06.  Limitation on Suits..........................................................................
SECTION 6.07.  Rights of Holders To Receive Payment.........................................................
SECTION 6.08.  Collection Suit by Trustee...................................................................
SECTION 6.09.  Trustee May File Proofs of Claim.............................................................
SECTION 6.10.  Priorities...................................................................................
SECTION 6.11.  Undertaking for Costs........................................................................

                                   ARTICLE VII
                                     TRUSTEE
SECTION 7.01.  Duties of Trustee............................................................................
SECTION 7.02.  Rights of Trustee............................................................................
SECTION 7.03.  Individual Rights of Trustee.................................................................
SECTION 7.04.  Trustee's Disclaimer.........................................................................
SECTION 7.05.  Notice of Defaults...........................................................................
SECTION 7.06.  Reports by Trustee to Holders................................................................
SECTION 7.07.  Compensation and Indemnity...................................................................
SECTION 7.08.  Replacement of Trustee.......................................................................
SECTION 7.09.  Successor Trustee by Merger, etc.............................................................
SECTION 7.10.  Eligibility; Disqualification................................................................
SECTION 7.11.  Preferential Collection of Claims Against Company............................................

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE
SECTION 8.01.  Termination of Company's Obligations.........................................................
SECTION 8.02.  Application of Trust Money...................................................................
SECTION 8.03.  Repayment to Company.........................................................................
SECTION 8.04.  Reinstatement................................................................................

                                   ARTICLE IX
                                   AMENDMENTS
SECTION 9.01.  Without Consent of Holders...................................................................
SECTION 9.02.  With Consent of Holders......................................................................
SECTION 9.03.  Compliance with Trust Indenture Act..........................................................
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>            <C>                                                                                          <C>
SECTION 9.04.  Revocation and Effect of Consents ...........................................................
SECTION 9.05.  Notation on or Exchange of Securities .......................................................
SECTION 9.06.  Trustee Protected............................................................................

                                    ARTICLE X
                                   CONVERSION
SECTION 10.01. Conversion Privilege.........................................................................
SECTION 10.02. Conversion Procedure.........................................................................
SECTION 10.03. Fractional Shares............................................................................
SECTION 10.04. Taxes on Conversion..........................................................................
SECTION 10.05. Company To Provide Stock.....................................................................
SECTION 10.06. Adjustment for Dividends and Distributions of
                          Common Stock......................................................................
SECTION 10.07. Adjustment for Rights Issue..................................................................
SECTION 10.08. Adjustment for Other Distributions...........................................................
SECTION 10.09. Adjustment for Subdivision of Common Stock...................................................
SECTION 10.10. Adjustment for Reclassification of Common Stock..............................................
SECTION 10.11. [Intentionally Omitted]......................................................................
SECTION 10.12. When Adjustment May Be Deferred..............................................................
SECTION 10.13. When No Adjustment Required..................................................................
SECTION 10.14. Notice of Adjustment.........................................................................
SECTION 10.15. Voluntary Reduction..........................................................................
SECTION 10.16. Notice of Certain Transactions...............................................................
SECTION 10.17. Reorganization of Company....................................................................
SECTION 10.18. Company Determination Final..................................................................
SECTION 10.19. Trustee's Disclaimer.........................................................................

                                  ARTICLE XI
                          SUBORDINATION OF SECURITIES
SECTION 11.01. Securities Subordinate to Senior Debt........................................................
SECTION 11.02. No Payments When Senior Debt in Default; Payment Over of
                          Proceeds upon Dissolution, Etc....................................................
SECTION 11.03. Trustee to Effectuate Subordination..........................................................
SECTION 11.04. Trustee Not Charged With Knowledge Prohibition...............................................
SECTION 11.05. Rights of Trustee as Holder of Senior Debt...................................................
SECTION 11.06. Article Applicable to Paying Agent...........................................................

                                  ARTICLE XII
                          RIGHT TO REQUIRE REPURCHASE
SECTION 12.01. Right To Require Repurchase..................................................................
SECTION 12.02. Notice; Method of Exercising Repurchase Right................................................
SECTION 12.03. Certain Definitions..........................................................................
SECTION 12.04. Compliance with Rule 13e-4...................................................................

                                  ARTICLE XIII
                                  MISCELLANEOUS
</TABLE>

                                      iii
<PAGE>
<TABLE>
<S>            <C>                                                                                          <C>
SECTION 13.01. Trust Indenture Act Controls.................................................................
SECTION 13.02. Notices......................................................................................
SECTION 13.03. Communication by Holders with Other Holders..................................................
SECTION 13.04. Certificate and Opinion as to Conditions Precedent...........................................
SECTION 13.05. Statements Required in Certificate or Opinion................................................
SECTION 13.06. Rules by Trustee and Agents..................................................................
SECTION 13.07. Legal Holidays...............................................................................
SECTION 13.08. No Recourse Against Others...................................................................
SECTION 13.09. Counterparts.................................................................................
SECTION 13.10. Governing Law................................................................................
SECTION 13.11. No Adverse Interpretation of Other Agreements................................................
SECTION 13.12. Successors...................................................................................
SECTION 13.13. Severability.................................................................................
SECTION 13.14. Table of Contents, Headings, Etc.............................................................
</TABLE>


                                       iv


<PAGE>

                             CROSS-REFERENCE TABLE*
<TABLE>
<CAPTION>
<S>                                                                                                 <C>
Trust Indenture
Act section ...................................................................................     Indenture Section

310(a)(1)......................................................................................     7.10
      (a)(2)
      (a)(2)...................................................................................     7.10
      (a)(3)...................................................................................     N.A.
      (a)(4)...................................................................................     N.A.
      (b)......................................................................................     7.08; 7.10;13.02
      (c)......................................................................................     N.A.
311(a).........................................................................................     7.11
      (b)......................................................................................     7.11
      (c)......................................................................................     N.A.
312(a).........................................................................................     2.05
      (b)......................................................................................     13.03
      (c)......................................................................................     13.03
313(a).........................................................................................     7.06
      (b)(1)...................................................................................     N.A.
      (b)(2)...................................................................................     7.06
      (c)(3)...................................................................................     7.06; 13.02
      (d)......................................................................................     7.06
314(a).........................................................................................     4.02;13.02
      (b)......................................................................................     N.A.
      (c)(1)...................................................................................     13.04
      (c)(2)...................................................................................     13.04
      (c)(3)...................................................................................     N.A.
      (d)......................................................................................     N.A.
      (e)......................................................................................     13.05
      (f)......................................................................................     N.A.
315(a).........................................................................................     7.01(b)
      (b)......................................................................................     7.05;13.02

      (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
      (a)(2)...................................................................................     N.A.
      (b)......................................................................................     6.07
317(a)(1)......................................................................................     6.08
      (a)(2)...................................................................................     6.09
      (b)......................................................................................     2.04
</TABLE>
                                       v
<PAGE>
<TABLE>
<S>                                                                                                 <C>
318(a).........................................................................................     13.01
</TABLE>

       N.A.  means not applicable.

* This Cross-Reference Table is not part of the Indenture.

                                       vi
<PAGE>
         INDENTURE dated as of _____, 2005, between COEUR D'ALENE MINES
CORPORATION, a corporation duly organized and existing under the laws of the
State of Idaho (the "Company"), having its principal office at 505 Front Street,
Coeur d'Alene, Idaho 83814, and __________________________, a banking
corporation duly organized and validly existing under the laws of the State of
____________, as Trustee (the "Trustee"), having its principal office at
________________________________.

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's debentures,
notes, bonds or other evidences of indebtedness that may be issued from time
to time hereunder (collectively, the "Securities"):

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01. DEFINITIONS. For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:

                  "AFFILIATE" of any specified person means any other person
         directly or indirectly controlling or controlled by or under direct or
         indirect common control with such specified person. For the purposes of
         this definition, "control" (including, with correlative meanings, the
         terms "controlled by" and "under common control with"), when used with
         respect to any person, shall mean the possession, directly or
         indirectly, of the power to direct or cause the direction of the
         management or policies of such person, whether through the ownership of
         voting securities by agreement or otherwise.

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

                  "BENEFICIAL HOLDER" shall mean each participant in the
         Depository who holds an interest in a security, as indicated in the
         Participants List.

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

                  "CAPITAL STOCK" means any and all shares, interests,
         participations or other equivalents (however designated) of corporate
         stock.

                  "CHANGE IN CONTROL" means as provided in Section 12.03.

                  "COMMON STOCK" means Common Stock of the Company as it exists
         on the date of this Indenture or as it may be constituted from time to
         time.

                  "COMPANY" means the party named as such above until a
         successor replaces it in accordance with Article V and thereafter means
         the successor.

                                       1
<PAGE>
                  "CONVERSION AGENT" means the party named in Section 2.03.

                  "CONVERSION DATE" means the date on which the Holder satisfies
         all the requirements of the Securities for conversion into shares of
         Common Stock.

                  "CORPORATE TRUST OFFICE" shall mean the principal office of
         the Trustee at which at any particular time its corporate trust
         business shall be administered which office at the date of the
         execution of this Indenture is located at
         _______________________________, Attention: ___________________ or at
         any other time at such other address as the Trustee may from time to
         time by notice to the Company and Securityholders.

                  "CURRENT MARKET PRICE" means (a) for purposes of Section 10.03
         the last reported sales price of the Common Stock (as reported by the
         New York Stock Exchange Composite Tape) on the last trading day prior
         to the Conversion Date and (b) for purposes of Sections 10.07, 10.08
         and 12.03, the average of the last reported sales prices of the Common
         Stock (as reported by the New York Stock Exchange Composite Tape) for
         15 consecutive trading days commencing 25 trading days before the date
         in question.

                  "DEBT" means (i) all indebtedness of the Company for borrowed
         money, (ii) all indebtedness of the Company which is evidenced by a
         note, debenture, bond or other similar instrument (including
         capitalized lease and purchase money obligations), (iii) all
         indebtedness of the Company (including capitalized lease obligations)
         incurred, assumed or given in the acquisition (whether by way of
         purchase, merger or otherwise) of any business, real property or other
         assets (except assets acquired in the ordinary course of the acquiror's
         business).

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

                  "DEFINITIVE SECURITY" means as provided in Section 2.01.

                  "DEPOSITORY" means, with respect to the Global Security, the
         person specified in Section 2.03 as the Depository with respect to the
         Global Security, until a successor shall have been appointed and become
         such pursuant to the applicable provisions of this Indenture, and,
         thereafter, "Depository" shall mean or include such successor.

                  "DESIGNATED EVENT" means as provided in Section 12.03.

                  "DESIGNATED SENIOR DEBT" means all Senior Debt which, at the
         date of determination, has an aggregate principal amount outstanding
         of, or commitments to lend up to, at least $10 million and is
         specifically designated by the Company in the instrument evidencing or
         governing such Senior Debt as "Designated Senior Debt" for purposes of
         this Indenture (provided, that such instrument may place limitations
         and conditions on the right of such Senior Debt to exercise the rights
         of Designated Senior Debt).

                  "EVENT OF DEFAULT" means as provided in Section 6.01.

                                       2
<PAGE>
                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "EXISTING DEBENTURES" means the Company's 7 1/4% Convertible
         Subordinated Debentures due October 31, 2005.

                  "GLOBAL SECURITY" means as provided in Section 2.01.

                  "HOLDER" or "SECURITYHOLDER" means a person in whose name a
         Security is registered on the securities Register.

                                       3
<PAGE>
         guaranteed in any manner by such person or in effect guaranteed 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 from time to time.

                  "LEGAL HOLIDAY" means as provided in Section 13.07.

                  "NASDAQ" means the National Association of Securities Dealers
         Automated Quotation System.

                  "OFFICER" means Chairman of the Board, the President, any Vice
         President, the Treasurer, the Secretary, any Assistant Treasurer or any
         Assistant Secretary of the Company.

                  "OFFICERS' CERTIFICATE" means a certificate signed by two
         Officers, one of whom must be the Chairman of the Board, the President,
         the Treasurer or a Vice- President of the Company.

                  "OPINION OF COUNSEL" means a written opinion from legal
         counsel which may be an employee of or counsel to the Company or the
         Trustee.

                  "PARTICIPANTS LIST" means the position listings showing
         persons that have a beneficial interest in the Global Security held by
         the Depository and the amount of such interest, to the extent it is
         made available to the Trustee.

                  "PAYING AGENT" means the party named in Section 2.03.

                  "PERSON" means any individual, corporation, partnership, joint
         venture, association, joint stock company, trust, unincorporated
         organization or government or any agency or political subdivision
         thereof.

                  "PRINCIPAL" of a debt security means the principal of the
         security plus the premium, if any, on the security.

                  "REDEMPTION DATE" means the date on which Securities are
         redeemed by the Company pursuant to Article III.

                  "REDEMPTION PRICE" means the amount paid by the Company to
         redeem a Security, as determined in paragraph 6 of the Securities.

                  "REGISTRAR" means the party named in Section 2.03.

                  "REPURCHASE DATE" means as provided in Section 12.01.

                                       4
<PAGE>
                  "SEC" means the Securities and Exchange Commission.

                  "SECURITIES" means the securities described above issued under
         this Indenture in the form of Exhibits A and B hereto.

                  "SECURITIES CUSTODIAN" means Bankers Trust Company, as
         custodian with respect to the Global Security or any successor entity
         thereto.

                  "SECURITIES REGISTER" means as provided in Section 2.03.

                  "SENIOR DEBT" means the principal of, interest on, fees costs
         and expenses in connection with and other amounts due on Debt of the
         Company, whether outstanding on the date of the Indenture or thereafter
         created, incurred, assumed or guaranteed by the Company, unless, in the
         instrument creating or evidencing or pursuant to which such Debt is
         outstanding, it is expressly provided that such Debt is not senior in
         right of payment to the Securities. Senior Debt includes, with respect
         to the obligations described above, interest accruing, pursuant to the
         terms of such Senior Debt, on or after the filing of any petition in
         bankruptcy or for reorganization relating to the Company, whether or
         not post-filing interest is allowed in such proceeding, at the rate
         specified in the instrument governing the relevant obligation.
         Notwithstanding anything to the contrary in the foregoing, Senior Debt
         shall not include: (a) Debt of or amounts owed by the Company for
         compensation to employees, or for goods, services or materials
         purchased in the ordinary course of business; (b) Debt of the Company
         to a Subsidiary of the Company; or (c) [the Securities], the Existing
         Debentures. [For the purposes of this definition of Senior Debt under
         this Indenture, it is the intent of the parties hereto that the
         Securities issued under this Indenture be "Senior Debt" (as defined
         under that certain Indenture dated October 15, 1997 between the
         Company and Bankers Trust Company (the "Existing Debentures
         Indenture")) for purposes of the Existing Debentures Indenture and the
         Existing Debentures, and in furtherance thereof, the parties hereto
         agree that nothing contained in this Indenture or in the definition of
         Senior Debt under this Indenture is meant to or shall be construed to
         expressly provide that the Securities issued under this Indenture are
         not senior in right of payment to the Existing Debentures.]

                  "SIGNIFICANT SUBSIDIARY" means a "significant subsidiary" as
         defined in Rule 1-02 of Regulation S-X under the Securities Act of
         1933, as amended, and the Exchange Act (as such Regulation is in effect
         on the date hereof) except that any subsidiary the common stock of
         which is listed on a national securities exchange or authorized for
         quotation on the National Market System of NASDAQ (at present or at any
         future relevant time) (a "Public Subsidiary"), and any subsidiary of a
         Public Subsidiary, shall be deemed not to be a Significant Subsidiary.

                                       5
<PAGE>
                  "SUBSIDIARY" of any specified person means a corporation more
         than 50% of the outstanding voting stock of which is owned, directly or
         indirectly, by the Company or by one or more other subsidiaries, or by
         the Company and one or more other subsidiaries. For the purposes of
         this definition, "voting stock" means stock which ordinarily has voting
         power for the election of directors, whether at all times or only so
         long as no senior class of stock has such voting power by reason of any
         contingency.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code ss.
         77aaa-77bbbb) as amended and in effect on the date of this Indenture
         or, if this Indenture is qualified under the TIA, from and after the
         date of such qualification, the TIA as in effect at the date of such
         qualification.

                  "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.

                  "TRUST OFFICER" means, with respect to the Trustee, any
         officer assigned to the Corporate Trust Office, including any managing
         director, vice president, assistant vice president, assistant
         treasurer, assistant secretary or any other officer of the Trustee
         customarily performing functions similar to those performed by any of
         the above designated officers and having direct responsibility for the
         administration of this Indenture.

                  "U.S. GOVERNMENT OBLIGATIONS" means direct obligations of the
         United States of America for the payment of which the full faith and
         credit of the United States of America is pledged. U.S. Government
         obligations shall not be callable at the issuer's option.

         SECTION 1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

         SECTION 1.03. RULES OF CONSTRUCTION. Unless the context otherwise
requires:

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

         (b) all other terms used herein which are defined in the TIA either
     directly or by reference therein, have the meanings assigned to them
     therein;

         (c) all accounting terms not otherwise defined herein have the meanings
     assigned to them in accordance with generally accepted accounting
     principles; and

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

                                       6
<PAGE>
                                   ARTICLE II
                                 THE SECURITIES

         SECTION 2.01. FORM OF SECURITIES AND DATING. The Securities will
initially be issued in global form, substantially in the form of Exhibit A (the
"Global Security"), which may be exchanged in accordance with the provisions set
forth herein for Securities in definitive form, substantially in the form of
Exhibit B (each, a "Definitive Security"). The Securities may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each
Security shall be dated the date of its authentication.

         The terms and provisions contained in the Securities shall constitute,
and are hereby expressly made, a part of this Indenture and to the extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.
The Global Security shall represent such of the outstanding Securities as shall
be specified therein and shall provide that it shall represent the aggregate
amount of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of the Global Security to
reflect the amount of any increase or decrease in the amount of outstanding
securities represented thereby shall be made by the Trustee or the Securities
Custodian, at the direction of the Trustee, in such manner and upon instructions
given by the holder thereof.

         Payment of principal of and any interest on the Global Security or any
Definitive Security shall be made to the holder thereof as of the record date
for such payment as specified in the form of Global Security or Definitive
Security, as the case may be.

         SECTION 2.02. EXECUTION AND AUTHENTICATION. The Securities shall be
executed on behalf of the Company by an officer, under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of these Officers on the securities may be manual or
facsimile.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper Officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a written order of the Company
signed by two Officers for the authentication and delivery of such Securities;
and the Trustee in accordance with such written order shall authenticate and
deliver such Securities as in this Indenture provided and not otherwise.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate


                                       7
<PAGE>
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder.

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

         SECTION 2.03. REGISTRAR, PAYING AGENT, CONVERSION AGENT, DEPOSITORY AND
SECURITIES CUSTODIAN. The Company shall maintain in such locations as it shall
determine (a) an office or agency where securities may be presented for
registration of transfer or for exchange ("Registrar"), (b) an office or agency
where Securities may be presented for payment ("Paying Agent"), and (c) an
office or agency where securities may be presented for conversion ("Conversion
Agent"). The Registrar shall keep a register of the Securities and of their
transfer and exchange (the "Securities Register"). The Company may appoint one
or more co-Registrars, one or more additional paying agents and one or more
additional conversion agents. The term "Paying Agent" includes any additional
paying agent; 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. If the Company
fails to appoint or maintain another entity as Registrar, Paying Agent or
Conversion Agent, the Trustee shall act as such. The Company or any of its
subsidiaries may act as Conversion Agent, Paying Agent, Registrar or
co-Registrar.

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depository with respect to the Global Security.

         The Company initially appoints the Trustee as Conversion Agent, Paying
Agent, Registrar and authenticating agent.

         The Company initially appoints ____________________ to act as
Securities Custodian with respect to the Global Security.

         SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST. The Company shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Securityholders or the
Trustee all money held by the Paying Agent for the payment of principal or
interest on the Securities, and will notify the Trustee of any default by the
Company in 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) shall have no further liability for the money.
If the Company or a subsidiary acts as Paying Agent, it shall segregate and hold
in a separate trust fund for the benefit of the Securityholders all money held
by it as Paying Agent.

                                       8
<PAGE>
         SECTION 2.05. SECURITYHOLDER 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 Securityholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee on or before each interest
payment date and at such other times as the Trustee may request in writing a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of Securityholders.

         SECTION 2.06. TRANSFER AND EXCHANGE. (a) The transfer and exchange of
the Global Security shall be effected through the Depository, in accordance with
this Indenture (including the restrictions on transfer set forth herein) and the
procedures of the Depository therefor. When Definitive Securities are presented
to the Registrar or a co-Registrar with a request to register the transfer of
such Definitive Securities or to exchange such Definitive Securities for an
equal principal amount of Definitive Securities of other authorized
denominations, the Registrar or co-Registrar shall register the transfer or make
the exchange as requested if its requirements for such transaction are met;
provided, HOWEVER, that the Definitive Securities surrendered for transfer or
exchange shall be duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar or co-Registrar,
duly executed by the Holder thereof or his attorney, duly authorized in writing.

         To permit the registration of transfers and exchanges, the Company
shall execute and the Trustee shall authenticate Definitive Securities at the
Registrar's or co-Registrar's request. No service charge shall be made for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchanges or transfers pursuant to Sections
2.10, 3.06, 9.05 or 10.02). The Registrar or co-Registrar shall not be required
to register the transfer of or exchange any


                                       9
<PAGE>
Definitive Security selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

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



         (b) INTENTIONALLY OMITTED


         (c) Notwithstanding any other provisions (other than the provisions set
     forth in Sections 2.06(d) and 2.06(e) of this Section), the Global Security
     may not be transferred except as a whole by the Depository to a nominee of
     the Depository or by a nominee of the Depository to the Depository or
     another nominee of the Depository or by the Depository or any such nominee
     to a successor Depository or a nominee of such successor Depository.

                                       10
<PAGE>
         (d) If at any time the Depository for the Securities notifies the
     Company that it is unwilling or unable to continue as Depository for the
     Securities, the Company shall appoint a successor Depository with respect
     to the Securities. If a successor Depository for the securities is not
     appointed by the Company within 90 days after the Company receives such
     notice, the Company will execute, and the Trustee, upon receipt of an
     Officers' Certificate for the authentication and delivery of Definitive
     Securities, will authenticate and deliver Definitive securities in fully
     registered form in an aggregate principal amount equal to the principal
     amount of the Global Security in exchange for such Global Security.

         The Company may at any time and in its sole discretion determine that
the Securities issued as a Global Security shall no longer be represented by
such Global Security. In such event the Company will execute, and the Trustee,
upon receipt of an Officers' Certificate for the authentication and delivery of
Definitive Securities, will authenticate and deliver, Definitive Securities in
an aggregate principal amount equal to the principal amount of the Global
Security in exchange for such Global Security.

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

         Definitive Securities issued in exchange for the Global Security
pursuant to this Section 2.06 shall be registered in such names and in such
authorized denominations as the Depository, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Definitive Securities to the persons in whose names
such Securities are so registered.

         (e) Any person having a beneficial interest in the Global Security may
     upon request exchange its interest in the Global Security for a Definitive
     Security. Upon receipt by the Trustee of written or electronic instructions
     from the Depository or its nominee on behalf of any person having a
     beneficial interest in Securities and upon receipt by the Trustee of a
     written order of the Depository or its nominee containing registration
     instructions, the Trustee or the Securities Custodian, at the direction of
     the Trustee, will cause, in accordance with the standing instructions and
     procedures existing between the Depository and the Securities Custodian,
     the aggregate principal amount of the Global Security to be reduced and,
     following such reduction, the Company will execute and, upon receipt of an
     authentication order in the form of an Officers' Certificate, the Trustee
     will authenticate and deliver to such person or the transferee, as the case
     may be, a Definitive Security.

                                       11
<PAGE>
          (f) A holder of a Definitive Security may, upon satisfaction of the
     requirements set forth below, exchange such Definitive Security for an
     interest in the Global Security. Upon receipt by the Trustee of a
     Definitive Security, duly endorsed or accompanied by appropriate
     instruments endorsed or accompanied by appropriate instruments of transfer,
     in form satisfactory to the Trustee together with written instructions
     directing the Trustee to make, or to direct the Securities Custodian to
     make, an endorsement on the Global Security to reflect an increase in the
     aggregate principal amount of the Securities represented by the Global
     Security, the Trustee shall cancel such Definitive Security and cause, or
     direct the Securities Custodian to cause, in accordance with the standing
     instructions and procedures existing between the Depository and the
     Securities Custodian, the aggregate principal amount of Securities
     represented by the Global Security to be increased accordingly.

         (g) At such time as all interests in the Global Security have either
     been exchanged for Definitive Securities, redeemed, converted, repurchased
     or canceled, such Global Security shall be canceled by the Trustee. At any
     time prior to such cancellation, if any interest in the Global Security is
     exchanged for Definitive Securities, redeemed, converted, repurchased or
     canceled, the principal amount of Securities represented by such Global
     Security shall be reduced and an endorsement shall be made on such Global
     Security, by the Trustee or the Securities Custodian, at the direction of
     the Trustee, to reflect such reduction.

         (h) The Company shall not be required (i) to issue, register the
     transfer of or exchange Securities during a period beginning at the opening
     of business 15 days before the day of any selection of Securities for
     redemption under Section 3.02 and ending at the close of business on the
     day of selection, or (ii) to register the transfer or exchange of any
     Security so selected for redemption in whole or in part, except the
     unredeemed portion of any Security being redeemed in part.

         SECTION 2.07. REPLACEMENT SECURITIES. If any mutilated Security is
surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

                                       12
<PAGE>
         If there shall be delivered to the Company and the Trustee (a) evidence
to their satisfaction of the destruction, loss or theft of any Security and (b)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
Every new security issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities duly issued hereunder.

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

         SECTION 2.08. OUTSTANDING SECURITIES. The Securities outstanding at any
time are all the Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation and those reductions in
the interests in the Global Security effected by the Trustee hereunder, and
those described in this Section as not outstanding.

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

         If Securities are considered paid under Section 4.01, they cease to be
outstanding and interest on them ceases to accrue.

         A Security does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Security.

         SECTION 2.09. TREASURY SECURITIES. In determining whether the Holders
of the required principal amount of Securities have concurred in any direction,
waiver or consent, Securities 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 consent, only Securities which any Corporate Trust
Officer knows are so owned shall be so disregarded.

                                       13
<PAGE>
         SECTION 2.10. TEMPORARY SECURITIES. Until the Global Security or
Definitive Securities are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of the Global Security or Definitive Securities, as
the case may be, but may have variations that the Company considers appropriate
for temporary Securities. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate the Global Security or Definitive Securities,
as the case may be, in exchange for temporary Securities.

         SECTION 2.11. CANCELLATION. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar, Paying Agent and
Conversion Agent shall forward to the Trustee any Securities surrendered to them
for registration of transfer, exchange, payment or conversion. The Trustee shall
cancel all Securities surrendered for registration of transfer, exchange,
payment, replacement, conversion or cancellation and shall dispose of cancelled
Securities. The Company may not issue new Securities to replace Securities that
it has paid or that have been delivered to the Trustee for cancellation or that
any Securityholder has converted pursuant to Article X.

         SECTION 2.12. DEFAULTED INTEREST. If the Company fails to make a
payment of interest on the Securities, it shall pay such defaulted interest plus
any interest payable on the defaulted interest in any lawful manner. It may pay
such defaulted interest, plus any such interest payable on it, to the persons
who are Securityholders on a subsequent special record date. The Company shall
fix any such record date and payment date. At least 15 days before any such
record date, the Company shall mail to Securityholders a notice that states the
record date, payment date, and amount of such interest to be paid.

                                   ARTICLE III
                                   REDEMPTION

         SECTION 3.01. NOTICES TO TRUSTEE. If the Company elects to redeem
Securities pursuant to the optional redemption provisions of paragraph 6 of the
Securities, it shall notify the Trustee of the Redemption Date and the principal
amount of Securities to be redeemed.

         The Company shall give each notice provided for in this Section to the
Trustee at least 40 days but not more than 60 days before the Redemption Date
(unless a shorter notice period shall be satisfactory to the Trustee).

         SECTION 3.02. SELECTION OF SECURITIES TO BE REDEEMED. If less than all
the Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed by lot or by a method that complies with the requirements of any
exchange on which the Securities are listed and that the Trustee considers fair
and appropriate. The Trustee may select for redemption portions of the principal
of Securities that have denominations larger than $1,000. Securities and
portions of them it selects shall be in amounts of $1,000 or integral multiples
of $1,000. The Trustee shall notify the Company promptly of the Securities or
portions of Securities to be called for redemption.

                                       14
<PAGE>
         SECTION 3.03. NOTICE OF REDEMPTION. At least 30 days but not more than
60 days before a Redemption Date, the Company shall mail a notice of redemption
to each Holder whose Securities are to be redeemed at the address of such Holder
shown in the Security Register.

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

         (a) the Redemption Date;

         (b) the Redemption Price;

         (c) if any Security is being redeemed in part, the portion of the
     principal amount of such Security to be redeemed and that, after the
     Redemption Date, upon surrender of such Security, a new Security or
     securities in principal amount equal to the unredeemed portion will be
     issued;

         (d) the conversion price, if applicable;

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

         (f) that Securities called for redemption may be converted, if
     applicable, at any time before the close of business on the business day
     before the Redemption Date;

         (g) that Holders who want to convert Securities, if applicable, must
     satisfy the requirements in paragraph 9 of the Securities;

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

         (i) that interest on Securities called for redemption ceases to accrue
     on and after the Redemption Date; and

         (j) that Holders who convert, if applicable, after the date of the
     redemption notice but before the Redemption Date will be entitled to
     receive accrued interest on their converted Securities through the
     Redemption Date.

         At the Company's request, the Trustee shall give notice of redemption
in the Company's name and at its expense.

         SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION. Once a notice of
redemption is mailed, Securities called for redemption become due and payable on
the Redemption Date at the price set forth in the Security.

         SECTION 3.05. DEPOSIT OF REDEMPTION PRICE. On or before the Redemption
Date, the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the Redemption Price of and accrued interest on all Securities
to be redeemed on that date. The Trustee or the Paying Agent shall return to the
Company any money not required for that purpose.

                                       15
<PAGE>
         SECTION 3.06. SECURITIES REDEEMED IN PART. Upon surrender of a
Definitive Security that is redeemed in part, the Company shall issue and the
Trustee shall authenticate for the Holder at the expense of the Company a new
Definitive Security equal in principal amount to the unredeemed portion of the
Definitive Security surrendered.

                                   ARTICLE IV
                                    COVENANTS

         SECTION 4.01. PAYMENT OF SECURITIES. The Company shall pay the
principal of and interest on the Securities on the dates and in the manner
provided in the Securities. Principal and interest shall be considered paid on
the date due if the Paying Agent (other than the Company or a subsidiary) holds
on that date money designated for and sufficient to pay all principal and
interest then due; PROVIDED, HOWEVER, that money held by the Paying Agent for
the benefit of holders of Senior Debt pursuant to the provisions of Article XI
hereof shall not be considered paid within the meaning of this Section 4.01.

         To the extent lawful, the Company shall pay interest semiannually
(including post-petition interest in any proceeding under any bankruptcy,
insolvency or other similar law) on (a) overdue principal, at the rate borne by
the Securities and (b) overdue installments of interest (including interest
contemplated by clause (a) and without regard to any applicable grace period) at
the same rate.

         SECTION 4.02. SEC REPORTS. The Company shall deliver to the Trustee
within 15 days after it files them with the SEC copies of the annual reports and
of the information, documents, and other reports (or copies of such portions of
any of the foregoing as the SEC may by rules and regulations prescribe) which
the Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act. The Company also shall comply with the other provisions of TIA
ss. 314(a). The Company shall timely comply with its reporting and filing
obligations under applicable federal securities laws.

         SECTION 4.03. COMPLIANCE CERTIFICATE. The Company shall deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company, an
Officers' Certificate stating that a review of the activities of the Company and
its subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such officer signing such
certificate, that to the best of his knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default or Events of Default shall
have occurred, describing all such Defaults or Events of Default of which he may
have knowledge) and that to the best of his knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest, if any, on the Securities are prohibited.

         The first certificate pursuant to this Section shall be for the fiscal
year ending on December 31, 2003.

                                       16
<PAGE>
         The Company will, so long as any of the Securities 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.

         SECTION 4.04. STAY, EXTENSION AND USURY LAWS. The Company covenants (to
the extent that it may lawfully do so) that it will 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
in force, which may affect the covenants or the performance of this Indenture;
and the Company (to the extent it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not, by
resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law has been enacted.

         SECTION 4.05. LIQUIDATION. The Company shall not adopt any plan of
liquidation which provides for, contemplates, or the effectuation of which is
preceded by, (a) the sale, lease, conveyance or other disposition of all or
substantially all the assets of the Company otherwise than substantially as an
entirety in accordance with Article V and (b) the distribution of all or
substantially all the proceeds of such sale, lease, conveyance or other
disposition and of the remaining assets of the Company to holders of Common
Stock of the Company, unless the Company shall in connection with the adoption
of such plan make provision for, or agree that prior to making any liquidating
distributions it will make provision for, the satisfaction of the Company's
obligations hereunder and under the Securities as to the payment of principal
and interest.

         SECTION 4.06. RESERVATION OF SHARES OF COMMON STOCK FOR ISSUANCE UPON
CONVERSION. If applicable, the Company will at all times cause there to be
authorized and reserved for issuance upon conversion of the Securities such
number of shares of Common Stock as would be issuable upon conversion of all the
Securities then outstanding.

                                    ARTICLE V
                                   SUCCESSORS

         SECTION 5.01. WHEN COMPANY MAY MERGE, ETC. The Company shall not
consolidate with or merge into any other corporation or convey, transfer or
lease its properties and assets substantially as an entirety to any person,
unless:

                                       17
<PAGE>
         (a) the corporation formed by such consolidation or into which the
     Company is merged or the person which acquires by conveyance or transfer,
     or which leases, the properties and assets of the Company substantially as
     an entirety shall be a corporation organized and existing under the laws of
     the United States of America, any State thereof or the District of Columbia
     and shall expressly assume, by an indenture supplemental hereto, executed
     and delivered to the Trustee, in form satisfactory to the Trustee, the due
     and punctual payment of the principal of and interest on all the Securities
     and the performance of every covenant of this Indenture on the part of the
     Company to be performed or observed and, if applicable, shall have provided
     for conversion rights in accordance with Section 10.17;

         (b) immediately after giving effect to such transaction, no Event of
     Default, and no event which, after notice or lapse of time or both, would
     become an Event of Default, shall have occurred and be continuing; and (c)
     the Company has delivered to the Trustee an Officers' Certificate and an
     opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and such supplemental indenture comply with
     this Article and that all conditions precedent herein provided for relating
     to such transaction have been complied with.

         SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation
or merger, or any sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Company in accordance with Section 5.01,
the successor corporation formed by such consolidation or into or with which the
Company is merged or to which such sale, lease, conveyance or other disposition
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 has been named as the Company herein; PROVIDED, HOWEVER, that
the predecessor Company in the case of a sale, lease, conveyance or other
disposition shall not be released from the obligation to pay the principal of
and interest on the Securities.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

         SECTION 6.01.  EVENTS OF DEFAULT.  An "Event of Default" occurs if:

         (a) the Company defaults in the payment of interest on any Security
     when the same becomes due and payable and the Default continues for a
     period of 30 days;

         (b) the Company defaults in the payment of the principal of any
     Security when the same becomes due and payable at maturity, upon redemption
     or otherwise;

         (c) the Company defaults in the payment of the repurchase price in
     respect of any Security on the Repurchase Date therefor in accordance with
     the provisions of Article XII, whether or not such payment is prohibited by
     the provisions of Article XI;

         (d) the Company defaults in the performance of, or breaches, any
     covenant or warranty of the Company in this Indenture (other than a
     covenant or warranty a default in whose performance or whose breach is
     elsewhere in this Section specifically dealt with), and such default or
     breach continues for a period of 60 days after there has been given, by
     registered or


                                       18
<PAGE>
     certified mail, to the Company by the Trustee or to the Company and the
     Trustee by the Holders of at least 25% in principal amount of the then
     outstanding Securities a written notice specifying such default or breach
     and requiring it to be remedied and stating that such notice is a "Notice
     of Default" hereunder;

         (e) the Company defaults under any bond, debenture, note or other
     evidence of indebtedness for money borrowed by the Company or under any
     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, whether such indebtedness now exists or shall hereafter be
     created, which default shall have resulted in $1,000,000 or more of such
     indebtedness becoming or being declared due and payable prior to the date
     on which it would otherwise have become due and payable, without such
     indebtedness having been discharged, or acceleration having been rescinded
     or annulled, within a period of 10 days after there shall have been given,
     by registered or certified mail, to the Company by the Trustee or to the
     Company and the Trustee by the Holders of at least 25% in principal amount
     of the then outstanding Securities a written notice specifying such default
     and requiring the Company to cause such indebtedness to be discharged or
     cause such acceleration to be rescinded or annulled and stating that such
     notice is a "Notice of Default" hereunder; or

         (f) the Company or any Significant Subsidiary shall commence a
     voluntary case or other proceeding seeking liquidation, reorganization or
     other relief with respect to itself or its debts under any bankruptcy,
     insolvency or other similar law now or hereafter in effect, or seeking the
     appointment of a trustee, receiver, conservator, liquidator, custodian or
     other similar official of it or any substantial part of its property, or
     shall consent to any such relief or to the appointment of or taking of
     possession by any such official in an involuntary case or other proceeding
     commenced against it or shall file an answer admitting the material
     allegations against it in any such proceeding, or shall make a general
     assignment for the benefit of creditors, or shall take any corporate action
     to authorize any of the foregoing, or becomes unable or fails generally to
     pay its debts as they become due; or an involuntary case or other
     proceeding shall be commenced against the Company or any Significant
     Subsidiary seeking liquidation, reorganization or other relief with respect
     to it or its debts under any bankruptcy, insolvency or other similar law
     now or thereafter in effect or seeking the appointment of a trustee,
     receiver, conservator, liquidator, custodian or other similar official of
     it or any substantial part of its property, and such involuntary case or
     other proceeding shall remain undismissed and unstayed for a period of 90
     consecutive days.

         In the case of any Event of Default pursuant to the provisions of this
     Section 6.01 occurring by reason of any willful action (or inaction) taken
     (or not taken) by or on behalf of the Company with the intention of
     avoiding payment of the premium which the Company would have had to pay if
     the Company then had elected to redeem the Securities pursuant to paragraph
     6 of the Securities, an equivalent premium shall also become and be
     immediately due and payable to the extent permitted by law, anything in
     this Indenture or in the Securities contained to the contrary
     notwithstanding.

         SECTION 6.02. ACCELERATION. If an Event of Default (other than an Event
of Default specified in clause (f) of Section 6.01) occurs and is continuing,
the Trustee by notice to


                                       19
<PAGE>
the Company, or the Holders of at least 25% in principal amount of the then
outstanding Securities by notice to the Company and the Trustee, may declare the
unpaid principal of and accrued interest on all the Securities to be due and
payable. Upon such declaration the principal and interest shall be due and
payable immediately. If an Event of Default specified in clause (f) of Section
6.01 occurs, such an amount shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder. The Holders of a majority in principal amount of the then outstanding
Securities by notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration.

         SECTION 6.03. OTHER REMEDIES. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal or interest on the Securities or to enforce the performance of any
provision of the Securities or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

         SECTION 6.04. WAIVER OF PAST DEFAULTS. Subject to Section 9.02, the
Holders of a majority in principal amount of the then outstanding Securities by
notice to the Trustee may waive an existing Default or Event of Default and its
consequences except a continuing Default or Event of Default in the payment of
the principal (other than principal due by reason of acceleration) of or
interest on any Security or a Default which materially and adversely affects the
rights of any Holders under Article X.

         SECTION 6.05. CONTROL BY MAJORITY. The Holders of a majority in
principal amount of the then outstanding Securities may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on it. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture, is
unduly prejudicial to the rights of other Securityholders, or would involve the
Trustee in personal liability.

         SECTION 6.06. LIMITATION ON SUITS. A Securityholder may pursue a remedy
with respect to this Indenture or the Securities only if:

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

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

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

                                       20
<PAGE>
         (d) the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer of indemnity; and (e) during such
     60-day period the Holders of a majority in principal amount of the then
     outstanding Securities do not give the Trustee a direction inconsistent
     with the request.

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

         SECTION 6.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any
other provision of this Indenture, the right of any Holder of a Security to
receive payment of principal and interest on the Security, on or after the
respective due dates expressed in the Security, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of the Holder.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security (a) if applicable, to bring suit for the enforcement of the
right to convert the Security and (b) to require the Company to repurchase the
Security pursuant to Article XII, 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 (c) 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 remaining unpaid on
the Securities and interest on overdue principal and interest 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 Securityholders
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 Securityholder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Securityholder 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:

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

                  SECOND,               to holders of Senior Debt to the extent
                                        required by Article XI;

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

                                       21
<PAGE>
                  FOURTH,               to the Company.

         The Trustee may fix a record date and payment date for any payment to
Securityholders other than as provided for in Section 2.12.

         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 litigant in the suit of an undertaking to pay the
costs of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, 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 then outstanding Securities.

                                   ARTICLE VII
                                     TRUSTEE

         SECTION 7.01. DUTIES OF TRUSTEE. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

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

           (i) the Trustee need perform only those duties that are specifically
       set forth in this Indenture and no others; and

           (ii) in the absence of bad faith on its part, the Trustee may
       conclusively rely, as to the truth of the statements and the correctness
       of the opinions expressed therein, upon certificates or opinions
       furnished to the Trustee and conforming to the requirements of this
       Indenture. However, the Trustee shall examine the certificates and
       opinions to determine whether or not they conform to the requirements of
       this Indenture; PROVIDED HOWEVER, that the Trustee is not required to
       confirm the correctness of any mathematical computations.

         (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.

                                       22
<PAGE>
         (d) Every provision of this Indenture that in any way relates to the
     Trustee is subject to paragraphs (a), (b) and (c) of this Section.

         (e) The Trustee may refuse to perform any duty or exercise any right or
     power unless it receives indemnity satisfactory to it against any loss,
     liability or expense.

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

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

         (c) The Trustee may act through agents, attorneys, custodians or
     nominees and shall not be responsible for the misconduct or negligence of
     any agent, attorney, custodian or nominee appointed with due care.

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

         SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or an Affiliate with the same rights it
would have if it were not Trustee. Any Agent may do the same with like rights.
However, the Trustee is subject to Sections 7.10 and 7.11.

         SECTION 7.04. TRUSTEE'S DISCLAIMER. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company's use of the proceeds from the Securities, and it
shall not be responsible for any statement of the Company in the Indenture or
any statement in the Securities other than its authentication.

         SECTION 7.05. NOTICE OF DEFAULTS. If a Default or Event of Default
occurs and is continuing and if it is known to the Trustee, the Trustee shall
mail to Securityholders, at the name and address which appears in the Securities
Register a notice of the Default or Event of Default within 90 days after it
occurs. Except in the case of a Default or Event of Default in payment on any
Security (including any failure to make any mandatory redemption payment
required hereunder), 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 interests of Securityholders.

         SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS. This Section 7.06 shall
not be operative as part of this Indenture until this Indenture is qualified
under the TIA, and, until


                                       23
<PAGE>
such qualification, this Indenture shall be construed as if this Section 7.06
were not contained herein.

         Within 60 days after the reporting date (which shall be October 31 of
each year), the Trustee shall mail to each Securityholder, at the name and
address which appears in the Securities Register a brief report dated as of such
reporting date that complies with TIA ss. 313(a). The Trustee also shall comply
with TIA ss. 313(b)(2). The Trustee shall also transmit by mail all reports as
required by TIA ss. 313(c).

         A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each stock exchange on which the Securities are
listed. The Company shall notify the Trustee when the Securities are listed on
any stock exchange.

         SECTION 7.07. COMPENSATION AND INDEMNITY. The Company shall pay to the
Trustee from time to time reasonable compensation for its services hereunder.
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 upon
request for all reasonable out-of-pocket expenses incurred by it. Such expenses
may include the reasonable compensation and out-of-pocket expenses of the
Trustee's agents and counsel.

         The Company shall indemnify the Trustee and its officers, directors,
agents and employees against any loss or liability incurred by it except as set
forth in the next paragraph. The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity. The Company shall defend the claim
and the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.

         The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through negligence or bad faith.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(f) occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under any
bankruptcy, insolvency or other similar law.

         SECTION 7.08. REPLACEMENT OF TRUSTEE. 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.

         The Trustee may resign by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding securities may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

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

                                       24
<PAGE>
           (b) the Trustee is adjudged a bankrupt or an insolvent or an order
       for relief is entered with respect to the Trustee under any bankruptcy,
       insolvency or other similar law;

           (c) a receiver, trustee, liquidator or similar official takes charge
       of the Trustee or its property; or

           (d) the Trustee otherwise becomes incapable of acting.

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

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

         If the Trustee fails to comply with Section 7.10, any Securityholder or
Beneficial Holder may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

         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 Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07. Notwithstanding the replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
hereof shall continue for the benefit of the retiring Trustee with respect to
expenses and liabilities incurred by it prior to such replacement.

         SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC. If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee.

         SECTION 7.10. ELIGIBILITY; DISQUALIFICATION. This Indenture shall
always have a Trustee who satisfies the requirements of TIA ss. 310(a)(1). The
Trustee shall always have a combined capital and surplus of $50,000,000 as set
forth in its most recent published annual report of condition. The Trustee will
at all times comply with, and when this Indenture is qualified under the TIA
will be subject to, TIA ss. 310(b), including the optional provision permitted
by the second sentence of TIA ss. 310(b)(9).

         SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The
Trustee is subject to TIA ss. 311(a), excluding any creditor relationship listed
in TIA ss. 311(b). A Trustee who has resigned or been removed shall be subject
to TIA ss.
                                       25
<PAGE>
311(a) to the extent indicated therein. In the event that the Trustee is also
serving as the Paying Agent or Registrar, the rights, protections, immunities
and indemnities granted to the Trustee hereunder shall be afforded to the Paying
Agent and Registrar.


                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

         SECTION 8.01. TERMINATION OF COMPANY'S OBLIGATIONS. This Indenture
shall cease to be of further effect (except that the Company's obligations under
Section 7.07 and 8.03 shall survive) when all outstanding Securities theretofore
authenticated and issued have been delivered to the Trustee for cancellation and
the Company has paid all sums payable hereunder. In addition, the Company may
terminate all of its obligations under this Indenture (except the Company's
obligations under Sections 7.07 and 8.03) if:

         (a) the Securities mature within one year or all of them are to be
     called for redemption within one year under arrangements satisfactory to
     the Trustee for giving the notice of redemption; and

         (b) the Company irrevocably deposits in trust with the Trustee money or
     U.S. Government Obligations sufficient to pay principal and interest on the
     Securities to maturity or redemption, as the case may be, and to pay all
     other sums payable by it hereunder. The Company may make the deposit only
     during the one- year period and only if Article XI permits it.

However, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07,
4.01, 7.07, 8.03, 8.04 and in Article X, shall survive until the Securities are
no longer outstanding. Thereafter, only the Company's obligations in Sections
7.07 and 8.03 shall survive.

         In order to have money available on a payment date to pay principal or
interest on the Securities, the U.S. Government Obligations shall be payable as
to principal or interest on or before such payment date in such amounts as will
provide the necessary money.

         After a deposit made pursuant to this Section 8.01, the Trustee upon
request shall acknowledge in writing the discharge of the Company's obligations
under this Indenture except for those surviving obligations specified above.

         SECTION 8.02. APPLICATION OF TRUST MONEY. The Trustee shall hold in
trust money or U.S. Government obligations deposited with it pursuant to Section
8.01. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal and interest on the Securities. Money and securities so
held in trust are not subject to Article XI.

         SECTION 8.03. REPAYMENT TO COMPANY. The Trustee and the Paying Agent
shall promptly pay to the Company upon request any excess money or securities
held by them at any time.

                                       26
<PAGE>
         The Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal or interest that remains
unclaimed for two years after the date upon which such payment shall have become
due; PROVIDED, HOWEVER, that the Company shall have first caused notice of such
payment to the Company to be mailed to each Securityholder entitled thereto no
less than 30 days prior to such payment. After payment to the Company,
Securityholders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person.

         SECTION 8.04. REINSTATEMENT. If (a) the Trustee or 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 and (b) the Holders of at least a
majority in principal amount of the then outstanding Securities so request by
written notice to the Trustee, the Company's obligations under this Indenture
and the Securities shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.01 until such time as the Trustee or 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 or interest of any
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE IX
                                   AMENDMENTS

         SECTION 9.01. WITHOUT CONSENT OF HOLDERS. The Company and the Trustee
may amend this Indenture or the securities without the consent of any
Securityholder:

         (a) to cure any ambiguity, defect or inconsistency; or

         (b) to comply with Sections 5.01 and 10.17; or

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

         (d) to make any change that does not materially adversely affect the
     legal rights hereunder of any Securityholder; or

         (e) to comply with the TIA; PROVIDED, that, in the case of clauses (a)
     through (d) above, inclusive, the Company has delivered to the Trustee an
     Opinion of Counsel stating that such change does not adversely affect the
     rights of any Securityholder.

         SECTION 9.02. WITH CONSENT OF HOLDERS. Subject to Section 6.07, the
Company and the Trustee may amend this Indenture or the Securities with the
written consent of the Holders of at least a majority in principal amount of the
then outstanding Securities. Subject to Sections 6.04 and 6.07, the Holders of a
majority in principal amount of the then outstanding Securities may also waive
compliance in a particular instance by the Company with any provision of this
Indenture or the Securities. However, without the consent of each Securityholder
affected, an amendment or waiver under this Section may not:

                                       27
<PAGE>
         (a) reduce the amount of Securities whose Holders must consent to an
     amendment or waiver;

         (b) reduce the rate of or change the time for payment of interest on
     any Security;

         (c) reduce the principal of or change the fixed maturity of any
     Security or alter the redemption provisions with respect thereto;

         (d) make any Security payable in money other than that stated in the
     Security;

         (e) make any change in Section 6.04, 6.07 or 9.02 which adversely
     affects the rights of the Securityholders;

         (f) if applicable, make any change that adversely affects the right to
     convert any Security;

         (g) make any change in Article XI that adversely affects the rights of
     any Securityholder; or

         (h) waive a default in the payment of the principal (except principal
     due by reason of acceleration) of, or interest on, any Security or any
     Default which materially and adversely affects the rights of any
     Securityholders under Article X.

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

         SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT. Every amendment to
this Indenture or the Securities 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 of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to his Security
or portion of a Security if the Trustee receives the notice of revocation before
the date on which the Trustee receives an Officer's Certificate certifying that
the Holders of the requisite principal amount of securities 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
securities required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

                                       28
<PAGE>
         After an amendment or waiver becomes effective it shall bind every
Securityholder, unless it is of the type described in any of clauses (a) through
(h) of Section 9.02. In such case, the amendment or waiver shall bind each
Holder of a Security who has consented to it and every subsequent Holder of a
Security that evidences the same debt as the consenting Holder's Security.

         SECTION 9.05. NOTATION ON OR EXCHANGE OF SECURITIES. The Trustee may
place an appropriate notation about an amendment or waiver on any Security
thereafter authenticated. The Company in exchange for all Securities may issue
and the Trustee shall authenticate new Securities that reflect the amendment or
waiver.

         SECTION 9.06. TRUSTEE PROTECTED. The Trustee shall sign all
supplemental indentures, except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.


                                    ARTICLE X
                                   CONVERSION

         SECTION 10.01. CONVERSION PRIVILEGE. If the Securities are convertible
into shares of Common Stock, a Holder of a Security may convert it into Common
Stock at any time during the period stated in paragraph 9 of the Securities and
this Article X shall be applicable. The number of shares issuable upon
conversion of a Security is determined as follows: divide the principal amount
to be converted by the conversion price in effect on the Conversion Date. Round
the result to the nearest 1/100th of a share.

         The initial conversion price is stated in paragraph 9 of the
Securities. The conversion price is subject to adjustment.

         A Holder may convert a portion of a Security if the portion is $1,000
or an integral multiple of $1,000. Provisions of this Indenture that apply to
conversion of all of a Security also apply to conversion of a portion of it.

         SECTION 10.02. CONVERSION PROCEDURE. To convert a Security, a Holder
must satisfy the requirements in paragraph 9 of the Securities. As soon as
practical, the Company shall deliver through the Conversion Agent a certificate
for the number of full shares of Common Stock issuable upon the conversion
together with payment in lieu of any fractional share. The person in whose name
the certificate is registered shall be treated as a stockholder of record on and
after the Conversion Date.

         No payment or adjustment will be made on conversion of any Security for
interest accrued thereon or dividends on any Common Stock issued and the Holder
will lose any right to payment of interest on the Securities surrendered for
conversion; PROVIDED, HOWEVER, that upon a call for redemption by the Company,
accrued and unpaid interest to the Redemption Date shall be payable with respect
to Securities that are converted after a redemption notice has been mailed
pursuant to Section 3.03 and on or prior to the Redemption Date. Securities
surrendered for conversion during the period from the regular record date for an
interest payment to the corresponding interest payment date (except Securities
called for redemption as described in the


                                       29
<PAGE>
preceding sentence) must be accompanied by payment of an amount equal to the
interest thereon which the Holder is to receive on such interest payment date.

         If a Holder converts more than one Security at the same time, the
number of full shares issuable upon the conversion shall be based on the total
principal amount of the Securities surrendered.

         Upon a surrender of a Definitive Security that is converted in part,
the Company shall issue and the Trustee shall authenticate for the Holder a new
Definitive Security equal in principal amount to the unconverted portion of the
Security surrendered.

         If the last day on which a Security may be converted is a Legal Holiday
in a place where a Conversion Agent is located, the Security may be surrendered
to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

         Upon conversion of an interest in the Global Security, the Trustee or
the Securities Custodian, at the direction of the Trustee, shall make a notation
on such Global Security as to the reduction in the principal amount represented
thereby.

         SECTION 10.03. FRACTIONAL SHARES. The Company will not issue a
fractional share of Common Stock upon conversion of a Security. Instead the
Company will deliver payment in lieu thereof for the current market value of the
fractional share. The current market value of a fraction of a share is
determined as follows: multiply the Current Market Price of a full share by the
fraction. Round the result to the nearest cent.

         SECTION 10.04. TAXES ON CONVERSION. The Company will pay any and all
taxes that may be payable in respect of the issue or delivery of shares of
Common Stock on conversion of Securities pursuant hereto. The Company shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares of Common Stock in a name
other than that of the Holder of the Security or Securities to be converted, and
no such issue or delivery shall be made unless and until the person requesting
such issue has paid to the Company the amount of any such tax, or has
established to the satisfaction of the Company that such tax has been paid.

         SECTION 10.05. COMPANY TO PROVIDE STOCK. The Company has reserved and
shall continue to reserve out of its authorized but unissued Common Stock or its
Common Stock held in treasury enough shares of Common Stock to permit the
conversion of the Securities in full.

         All shares of Common Stock which may be issued upon conversion of the
Securities shall be fully paid and non assessable.

         The Company will comply with all securities laws regulating the offer
and delivery of shares of Common Stock upon conversion of Securities and will
use its best efforts to list such shares on each national securities exchange on
which the Common Stock is listed.

         SECTION 10.06. ADJUSTMENT FOR DIVIDENDS AND DISTRIBUTIONS OF COMMON
STOCK. In case the Company shall pay or make a dividend or other distribution on


                                       30
<PAGE>
any class of Capital Stock of the Company in Common Stock, the conversion price
in effect at the opening of business on the day following the date fixed for the
determination of stockholders entitled to receive such dividend or other
distribution shall be reduced by multiplying such conversion price by a fraction
of which the numerator shall be the number of shares of Common Stock outstanding
at the close of business on the date fixed for such determination and the
denominator shall be the sum of such number of shares of Common Stock and the
total number of shares of Common Stock constituting such dividend or other
distribution, such reduction to become effective immediately after the opening
of business on the day following the date fixed for such determination. For the
purposes of this Section 10.06, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but
shall include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock. The Company will not pay any dividend or
make any distribution on shares of Common Stock held in the treasury of the
Company.

         SECTION 10.07. ADJUSTMENT FOR RIGHTS ISSUE. In case the Company shall
issue rights or warrants to all holders of its Common Stock entitling them to
subscribe for or purchase shares of Common Stock at a price per share less than
the Current Market Price per share of the Common Stock on the date fixed for the
determination of stockholders entitled to receive such rights or warrants, the
conversion price in effect at the opening of business on the day following the
date fixed for such determination shall be reduced by multiplying such
conversion price by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of Common Stock so
offered for subscription or purchase would purchase at such Current Market Price
and the denominator shall be the number of shares of Common Stock outstanding at
the close of business on the date fixed for such determination plus the number
of shares of Common Stock so offered for subscription or purchase, such
reduction to become effective immediately after the opening of business on the
day following the date fixed for such determination. For the purposes of this
Section 10.07, the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
shares issuable in respect of scrip certificates issued in lieu of fractions of
shares of Common Stock. The Company will not issue any rights or warrants in
respect of shares of Common Stock held in the treasury of the Company.

         SECTION 10.08. ADJUSTMENT FOR OTHER DISTRIBUTIONS. In case the Company
shall, by dividend or otherwise, distribute to all holders of its Common Stock
evidences of its indebtedness or assets (including securities, but excluding any
rights or warrants referred to in Section 10.07, any dividend or distribution
paid in cash out of the earned surplus of the Company and any dividend or
distribution referred to in Section 10.06), the conversion price shall be
adjusted so that the same shall equal the price determined by multiplying the
conversion price in effect immediately prior to the close of business on the
date fixed for the determination of stockholders entitled to receive such
distribution by a fraction of which the numerator shall be the Current Market
Price per share of the Common Stock on the date fixed for such determination
less the then fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and contained in a Board Resolution filed with
the Trustee) of the portion of the assets or evidences of indebtedness so
distributed applicable to one share of Common Stock and the denominator shall be
such Current Market Price per share of the
                                       31
<PAGE>
Common Stock, such adjustment to become effective immediately prior to the
opening of business on the day following the date fixed for the determination of
stockholders entitled to receive such distribution.

         SECTION 10.09. ADJUSTMENT FOR SUBDIVISION OF COMMON Stock. In case
outstanding shares of Common Stock shall be subdivided into a greater number of
shares of Common Stock, the conversion price in effect at the opening of
business on the day following the day upon which such subdivision becomes
effective shall be proportionately reduced, and, conversely, in case outstanding
shares of Common Stock shall each be combined into a smaller number of shares of
Common Stock, the conversion price in effect at the opening of business on the
day following the day upon which such combination becomes effective shall be
proportionately increased, such reduction or increase, 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.

         SECTION 10.10. ADJUSTMENT FOR RECLASSIFICATION OF COMMON STOCK. The
reclassification of Common Stock into securities including other than Common
Stock shall be deemed to involve (a) a distribution of such securities other
than Common Stock to all holders of Common Stock (and the effective date of such
reclassification shall be deemed to be "the date fixed for the determination of
stockholders entitled to receive such distribution" and "the date fixed for such
determination" within the meaning of Section 10.08) and (b) a subdivision or
combination, as the case may be, of the number of shares of Common Stock
outstanding immediately prior to such reclassification into the number of shares
of Common Stock outstanding immediately thereafter (and the effective date of
such reclassification shall be deemed to be "the day upon which such subdivision
becomes effective" or "the day upon which such combination becomes effective",
as the case may be, and "the day upon which such subdivision or combination
becomes effective" within the meaning of Section 10.09.

         SECTION 10.11.  [Intentionally Omitted]

         SECTION 10.12. WHEN ADJUSTMENT MAY BE DEFERRED. No adjustment in the
conversion price need be made for a transaction referred to in Sections 10.06,
10.07, 10.08, 10.09 or 10.10 unless the adjustment would require an increase or
decrease of at least 1% in the conversion price. Any adjustments that are not
made shall be carried forward and taken into account in any subsequent
adjustment.

         All calculations under this Article shall be made to the nearest cent
or to the nearest 1/100th of a share, as the case may be.

         SECTION 10.13. WHEN NO ADJUSTMENT REQUIRED. No adjustment need be made
for a transaction referred to in Sections 10.06, 10.07, 10.08, 10.09 or 10.10 if
all Securityholders are entitled to participate in the transaction on a basis
and with notice that the Board of Directors determines to be fair and
appropriate in light of the basis and notice on which holders of Common Stock
participate in the transaction.

         No adjustment need be made for rights to purchase Common Stock or
issuance of Common Stock pursuant to a Company plan for reinvestment of
dividends or interest.

                                       32
<PAGE>
         No adjustment need be made for a change in the par value or no par
value of the Common Stock.

         To the extent the Securities become convertible into cash, no
adjustment need be made thereafter as to the cash. Interest will not accrue on
the cash.

         SECTION 10.14. NOTICE OF ADJUSTMENT. Whenever the conversion price is
adjusted, the Company shall promptly mail to Securityholders and the Trustee a
notice of the adjustment. The Company shall file with the Trustee a certificate
from the Company's independent public accountants briefly stating the facts
requiring the adjustment and the manner of computing it. The certificate shall
be conclusive evidence that the adjustment is correct.

         SECTION 10.15. VOLUNTARY REDUCTION. The Company from time to time may
reduce the conversion price by any amount for any period of time if the period
is at least 20 days or such longer period as may be required by law and if the
reduction is irrevocable during the period, provided, that in no event may the
conversion price be less than the par value of a share of Common Stock.

         Whenever the conversion price is reduced, the Company shall mail to
Securityholders and the Trustee a notice of the reduction and comply with Rule
13e-4 promulgated by the SEC under the Exchange Act, if such rule is applicable
and any other applicable rules and regulations of the SEC. The notice shall
state the reduced conversion price and the period it will be in effect.

         A reduction of the conversion price does not change or adjust the
conversion price otherwise in effect for purposes of Sections 10.06, 10.07,
10.08, 10.09 and 10.10.

         SECTION 10.16.  NOTICE OF CERTAIN TRANSACTIONS.

If:

         (a) the Company takes any action that would require an adjustment in
     the conversion price pursuant to Sections 10.06, 10.07, 10.08, 10.09 or
     10.10 and if the Company does not let Securityholders participate pursuant
     to Section 10.13;

         (b) the Company takes any action that would require a supplemental
     indenture pursuant to Section 10.17; or

         (c) there is a liquidation or dissolution of the Company, the Company
     shall mail to Securityholders and the Trustee a notice stating the proposed
     record date for a dividend or distribution or the proposed effective date
     of a subdivision, combination, reclassification, consolidation, merger,
     transfer, lease, liquidation or dissolution. The Company shall mail such
     notice at least 15 days before such date. Failure to mail such notice or
     any defect in it shall not affect the validity of the transaction.

         SECTION 10.17. REORGANIZATION OF COMPANY. If the Company is a party to
     a transaction subject to Section 5.01, or a merger which reclassifies or
     changes its outstanding Common Stock, upon consummation of such transaction
     the Securities shall automatically become convertible into the kind and
     amount of securities, cash or other assets which the


                                       33
<PAGE>
     Holder of a Security would have owned immediately after the consolidation,
     merger, transfer or lease if the Holder had converted the Security at the
     conversion price in effect immediately before the effective date of the
     transaction. Concurrently with the consummation of such transaction, the
     person obligated to issue securities or deliver cash or other assets upon
     conversion of the Securities shall enter into a supplemental indenture so
     providing and further providing for adjustments which shall be as nearly
     equivalent as may be practical to the adjustments provided for in this
     Article. The successor Company shall mail to Securityholders a notice
     describing the supplemental indenture.

         If securities deliverable upon conversion of the securities, as
provided above, are themselves convertible into the securities of an Affiliate
of the formed, surviving, transferee or lessee corporation, that issuer shall
join in the supplemental indenture which shall so provide.

         If this Section applies, Section 10.06 does not apply.

         SECTION 10.18. COMPANY DETERMINATION FINAL. Any determination that the
Company or the Board of Directors must make pursuant to Section 10.03, 10.08, or
10.13 is conclusive.

         SECTION 10.19. TRUSTEE'S DISCLAIMER. The Trustee has no duty to
determine when an adjustment under this Article should be made, how it should be
made or what it should be. The Trustee has no duty to determine whether any
provisions of a supplemental indenture under Section 10.17 are correct. The
Trustee makes no representation as to the validity or value of any securities or
assets issued upon conversion of the Securities. The Trustee shall not be
responsible for the Company's failure to comply with this Article. Each
Conversion Agent other than the Company shall have the same protection under
this Section as the Trustee.

                                   ARTICLE XI
                           SUBORDINATION OF SECURITIES

         SECTION 11.01. SECURITIES SUBORDINATE TO SENIOR DEBT. The Company, for
itself, its successors and assigns, covenants and agrees, and each Holder of the
Securities, by his acceptance thereof likewise covenants and agrees that all
Securities issued hereunder shall be subordinated and subject, to the extent and
in the manner herein set forth, in right of payment to the prior payment in full
of all Senior Debt and will not be superior in payment to the Existing
Debentures.

         SECTION 11.02. NO PAYMENTS WHEN SENIOR DEBT IN DEFAULT; PAYMENT OVER OF
PROCEEDS UPON DISSOLUTION, ETC. In the event the Company shall default in the
payment on any Senior Debt when the same becomes due and payable, whether at
maturity or at a date fixed for prepayment or by declaration or otherwise, then,
unless and until such default shall have been cured or waived or shall have
ceased to exist, no direct or indirect payment (in cash, property, securities,
by setoff or otherwise) shall be made or agreed to be made on account of the
principal of or interest on the Securities, or in respect of any redemption,
retirement, purchase or other acquisition (except, if applicable, through the
conversion thereof) of any of the Securities.

                                       34
<PAGE>
         Upon the happening of an event of default with respect to any Senior
Debt, as defined therein or in the instrument under which the same is
outstanding, permitting the holders thereof to accelerate the maturity thereof
(under circumstances when the terms of the preceding paragraph are not
applicable), unless and until such event of default shall have been cured or
waived or shall have ceased to exist, no direct or indirect payment (in cash,
property, securities, by setoff or otherwise) shall be made or agreed to be made
on account of the principal of or interest on the Securities, or in respect of
any redemption, retirement, purchase or other acquisition (except, if
applicable, through the conversion thereof) of any of the Securities.

         In the event of:

         (a) any insolvency, bankruptcy, receivership, liquidation,
     reorganization, readjustment, composition or other similar proceeding
     relating to the Company or its property, or any of the Company's
     subsidiaries that are guarantors under Designated Senior Debt,

         (b) any assignment by the Company for the benefit of creditors, or

         (c) any other marshalling of the assets of the Company,

all Senior Debt (including any interest thereon accruing after the commencement
of any such proceedings) shall first be paid in full before any payment or
distribution (direct or indirect), whether in cash, property or securities, by
setoff or otherwise, shall be made to any Holder on account of any Securities,
and to that end any payment or distribution, whether in cash, property or
securities (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in this Article with respect to the
Securities, to the payment of all Senior Debt at the time outstanding and to any
securities issued in respect thereof under any such plan of reorganization or
readjustment) which would otherwise (but for the subordination provisions
contained in this Article) be payable or deliverable in respect of the
Securities shall be paid or delivered directly to the holders of Senior Debt, as
their respective interests may appear, until all Senior Debt (including any
interest thereon accruing after the commencement of any such proceedings) shall
have been paid in full.

         If the Securities are declared due and payable before their stated
maturity because of the occurrence of an Event of Default (under circumstances
where the preceding paragraph is not applicable), no payment (direct or
indirect) shall be made in respect of any securities unless and until all Senior
Debt has been paid in full or such declaration and its consequence shall have
been rescinded and all such defaults shall have been remedied or waived.

         If any payment or distribution (other than securities of the Company or
any other corporation provided for by a plan of reorganization or readjustment
the payment of which is subordinate, at least to the extent provided in this
Article with respect to the Securities, to the payment of all Senior Debt at the
time outstanding and to any securities issued in respect thereof under any such
plan of reorganization or readjustment) shall be received by the Trustee or the
Holders in contravention of any of the terms of this Article and before all the
Senior Debt has been paid in full, such payment or distribution shall be held in
trust for the benefit of, and shall be paid over or delivered and transferred
to, the holders of such Senior Debt at the time


                                       35
<PAGE>
outstanding as their respective interests may appear for application to the
payment of Senior Debt until all Senior Debt (including any interest thereon
accruing after the commencement of any such proceeding referred to in paragraph
(a), (b) or (c) above) shall have been paid in full. If the Trustee or any such
Holder fails to endorse or assign any such payment or distribution as required
by this Section, the Trustee and the Holder of each Security by his acceptance
thereof authorizes each holder of Senior Debt, any representative or
representatives of holders of Senior Debt and the trustee or trustees under any
indenture pursuant to which any instrument evidencing such Senior Debt may have
been issued to so endorse or assign the same.

         No holder of Senior Debt shall be prejudiced in the right to enforce
subordination of the Securities by any act or failure to act on the part of the
Company.

         Subject to the payment in full of all Senior Debt, the Holders shall be
subrogated (equally and ratably with the holders of all indebtedness of the
Company which ranks on a parity with the Securities and is entitled to like
rights of subrogation) to the rights of the holders of Senior Debt to receive
payments or distributions applicable to the Senior Debt until the Securities
shall be paid in full, and no such payments or distributions shall, as between
the Company, its creditors other than the holders of Senior Debt, and the
Holders of the Securities, be deemed to be a payment by the Company to or on
account of the Securities. The provisions of this Article are and are intended
solely for the purposes of defining the relative rights of the Holders of the
Securities, on the one hand, and the holders of Senior Debt, on the other hand,
and nothing contained in this Article or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as between the Company, its creditors
other than the holders of Senior Debt and the Holders of the Securities, the
obligation of the Company to pay the Holders the principal of and interest on
the Securities as and when the same shall become due and payable in accordance
with the terms thereof, or prevent the Trustee or the Holders from exercising
all rights, powers and remedies otherwise permitted by applicable law or under
this Indenture, upon a default or Event of Default hereunder, all subject to the
rights of the holders of the Senior Debt to receive cash, property or securities
otherwise payable or deliverable to the Trustee or the Holders.

         Upon any payment or distribution pursuant to this Section, the Trustee
shall be entitled to rely upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in this Section,
are pending, and the Trustee, subject as between the Trustee and the Holders to
the provisions of

         Section 7.01, shall be entitled to rely upon a certificate of the
liquidating trustee or agent or other person making such payment or distribution
to the Trustee or to the Holders for the purpose of ascertaining the persons
entitled to participate in such payment or distribution, the holders of the
Senior Debt and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Section. In the event that the Trustee determines,
in good faith, that evidence is required with respect to the right of any person
as a holder of Senior Debt to participate in any payment or distribution
pursuant to this Section, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Debt held by such person, as to the extent to which such person is
entitled to participate in such payment or distribution, and as to other facts
pertinent to the rights of such person under this Section, and if




                                       36
<PAGE>
such evidence is not furnished, the Trustee may defer any payment to such person
pending judicial determination as to the right of such person to receive such
payment.

         SECTION 11.03. TRUSTEE TO EFFECTUATE SUBORDINATION. The Holder of each
Security by his acceptance thereof authorizes and directs the Trustee in his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination as provided in this Article and appoints the
Trustee as attorney-in-fact for any and all such purposes.

         SECTION 11.04. TRUSTEE NOT CHARGED WITH KNOWLEDGE OF PROHIBITION.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, but subject as between the Trustee and the Holders to the provisions
of Section 7.01, the Trustee shall not be charged with knowledge of the
existence of any Senior Debt, or of any default in the payment of any Senior
Debt, or of any facts which would prohibit the making of any payment of moneys
to or by the Trustee, unless and until three business days after the Trustee
shall have received written notice thereof from the Company or any holder of
Senior Debt or the representative or representatives of such holder; nor shall
the Trustee be charged with knowledge of the curing of any such default or of
the elimination of the act or condition preventing any such payment unless and
until the Trustee shall have received an Officers' Certificate to such effect.
The provisions of this Section shall not limit any rights of holders of Senior
Debt under this Article XI to recover from the Holders of Securities any payment
made to any such Holder.

         SECTION 11.05. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR Debt. The Trustee
shall be entitled to all the rights set forth in this Article with respect to
any Senior Debt which may at any time be held by it, to the same extent as any
other holder of Senior Debt, and nothing in Section 7.11, or elsewhere in this
Indenture, shall deprive the Trustee of any of its rights as such holder.

         SECTION 11.06. ARTICLE APPLICABLE TO PAYING AGENT. In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term "Trustee" as used in this Article shall
in such case (unless the context shall otherwise require) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; PROVIDED, however, that Sections 11.04
and 11.05 shall not apply to the Company or any Affiliate of the Company if the
Company or such Affiliate acts as Paying Agent.

                                   ARTICLE XII
                           RIGHT TO REQUIRE REPURCHASE

         SECTION 12.01. RIGHT TO REQUIRE REPURCHASE. In the event that there
shall occur a Designated Event with respect to the Company, then each
Securityholder shall have the right, at such Securityholder's option, but
subject to the provisions of Article XI and this Article XII to require the
Company to purchase, and upon exercise of such right the Company shall purchase,
all or any part of such Securityholder's Securities in principal amount of
$1,000 or an

                                       37
<PAGE>
integral multiple thereof on the date (the "Repurchase Date") that is 45 days
after the date of the Company Notice, at 100% of the principal amount, together
with accrued interest to the Repurchase Date.

         SECTION 12.02. NOTICE; METHOD OF EXERCISING REPURCHASE RIGHT. (a) On or
before the 30th day after the occurrence of a Designated Event, the Company, or
at the request of the Company, the Trustee, shall give notice of the occurrence
of the Designated Event and of the repurchase right set forth herein arising as
a result thereof (the "Company Notice") by first-class mail, postage pre-paid,
to each Holder and each Beneficial Holder of the Securities at such Holder's or
Beneficial Holder's address appearing in the Securities Register or Participants
List. The Company shall also deliver a copy of such Company Notice to the
Trustee and cause a copy of such Company Notice to be published in a newspaper
of general circulation in the Borough of Manhattan, The City of New York.

         Each Company Notice shall state:

           (i)    the Repurchase Date,

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

           (iii)  the price at which the repurchase is to be made, if the
                  repurchase right is exercised, and

           (iv)   a description of the procedure which a Securityholder must
                  follow to exercise a repurchase right.

         No failure of the Company to give the foregoing notice shall limit any
Securityholder's right to exercise a repurchase right.

         (b) To exercise a repurchase right, a Securityholder shall deliver to
     the Company (or an agent designated by the Company for such purpose in the
     Company Notice), on or before the 30th day after the date of the Company
     Notice, (i) written notice of the Securityholder's exercise of such right,
     which notice shall set forth the name of the Securityholder, the principal
     amount of the Security or Securities (or portion of a Security) to be
     repurchased, and a statement that an election to exercise the repurchase
     right is being made thereby, and (ii) the Security or Securities with
     respect to which the repurchase right is being exercised, duly endorsed for
     transfer to the Company. Such written notice shall be irrevocable. If the
     Repurchase Date falls between any record date for the payment of interest
     on the Securities and the next succeeding interest payment date, Securities
     to be repurchased must be accompanied by payment of an amount equal to the
     interest thereon which the registered Holder thereof is to receive on such
     interest payment date.

         (c) In the event a repurchase right shall be exercised in accordance
     with the terms hereof, the Company shall pay or cause to be paid the price
     payable with respect to the Security or Securities as to which the
     repurchase right has been exercised in cash to the Securityholder on the
     Repurchase Date. In the event that a repurchase right is exercised with
     respect to less than the entire principal amount of a surrendered Security,
     the Company shall execute and deliver to the Trustee and the Trustee shall
     authenticate for issuance in the name of the


                                       38
<PAGE>
     Securityholder a replacement Security or Securities in the aggregate
     principal amount of the unrepurchased portion of such surrendered Security.

         SECTION 12.03. CERTAIN DEFINITIONS. For purposes of Sections 12.01 and
12.02:

         (a) A "Designated Event" shall be deemed to have occurred on the date
     of consummation of the purchase, merger or other acquisition transaction as
     referred to in the definition of a Change in Control.

         (b) As used herein, a "Change in Control" of the Company shall be
     deemed to have occurred when (i) all or substantially all of the Company's
     assets are sold as an entirety to any person or related group of persons;
     (ii) there shall be consummated any consolidation or merger of the Company
     (A) in which the Company is not the continuing or surviving corporation
     (other than a consolidation or merger with a wholly owned subsidiary of the
     Company in which all shares of Common Stock outstanding immediately prior
     to the effectiveness thereof are changed into or exchanged for the same
     consideration) or (B) pursuant to which the Common Stock would be converted
     into cash, securities or other property, in each case, other than a
     consolidation or merger of the Company in which the holders of the Common
     Stock immediately prior to the consolidation or merger have, directly or
     indirectly, at least a majority of the common stock of the continuing or
     surviving corporation immediately after such consolidation or merger, or
     (iii) any person, or any persons acting together which would constitute a
     "group" for purposes of Section 13(d) of the Exchange Act (other than the
     Company, any subsidiary, any employee stock purchase plan, stock option
     plan or other stock incentive plan or program, retirement plan or automatic
     dividend reinvestment plan or any substantially similar plan of the Company
     or any subsidiary or any person holding securities of the Company for or
     pursuant to the terms of any such employee benefit plan), together with any
     Affiliates thereof, shall beneficially own (as defined in Rule 13d-3 under
     the Exchange Act) at least 50% of the total voting power of all classes of
     Capital Stock of the Company entitled to vote generally in the election of
     directors of the Company.

         (c) Notwithstanding paragraph (b) above in the case of Securities which
     are convertible into shares of Common Stock, a Change in Control shall not
     be deemed to have occurred if (i) the Current Market Price of the Common
     Stock is at least equal to 105% of the conversion price of the Securities
     in effect immediately preceding the time of such Change in Control, or (ii)
     all of the consideration (excluding cash payments for fractional shares) in
     the transaction giving rise to such Change in Control to the holders of
     Common Stock consists of shares of common stock that are, or immediately
     upon issuance will be, listed on a national securities exchange or quoted
     in the NASDAQ National Market System, and as a result of such transaction
     the Securities become convertible solely into such common stock, or (iii)
     the consideration in the transaction giving rise to such Change in Control
     to the holders of Common Stock consists of cash, securities that are, or
     immediately upon issuance will be, listed on a national securities exchange
     or quoted in the NASDAQ National Market System, or a combination of cash
     and such securities, and the aggregate fair market value of such
     consideration (which, in the case of such securities, shall be equal to the
     average of the daily closing prices of such securities during the ten
     consecutive trading days commencing with the sixth trading day following
     consummation of such transaction) is at


                                       39
<PAGE>
     least 105% of the conversion price of the Securities in effect on the date
     immediately preceding the closing date of such transaction.

         SECTION 12.04. COMPLIANCE WITH RULE 13E-4. In connection with any
repurchase of Securities pursuant to this Article XII, the Company will comply
with Rule 13e-4 promulgated by the SEC under the Exchange Act, if such Rule is
applicable, and any other applicable rules and regulations of the SEC.

                                  ARTICLE XIII
                                  MISCELLANEOUS

         SECTION 13.01. TRUST INDENTURE ACT CONTROLS. If any provision of this
Indenture limits, qualifies, or conflicts with the duties imposed by operation
of Section 318(c) of the TIA, the imposed duties, upon qualification of this
Indenture under the TIA, shall control.

         SECTION 13.02. NOTICES. Any notice or communication from the Company or
the Trustee to the other is duly given if in writing and delivered in person or
mailed by first-class mail to the following addresses:

         If to the Company, at:

                                    Coeur d'Alene Mines Corporation
                                    505 Front Street
                                    P.O. Box I
                                    Coeur d'Alene, Idaho 83814

         If to the Trustee, at:
                                    ---------------------------
                                    ---------------------------
                                    ---------------------------

                                    Attention: ----------------

The Company or the Trustee by notice to the other may designate an additional or
different address for subsequent notices or communications.

         Any notice or communication to a Securityholder or a Beneficial Holder
shall be mailed by first-class mail to his address shown on the Securities
Register or the Participants List. Failure to mail a notice or communication to
a Securityholder or any defect in such notice or communication shall not affect
its sufficiency with respect to other Securityholders or Beneficial Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it. If the Company mails a notice or communication to Securityholders,
it shall mail a copy to the Trustee and each Agent at the same time.

                                       40
<PAGE>
         SECTION 13.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.
Securityholders and Beneficial Holders may communicate pursuant to TIA ss.
312(b) with other Securityholders and Beneficial Holders with respect to their
rights under this Indenture or the Securities. The Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA ss. 312(c).

         SECTION 13.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon
any request or application by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee:

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

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

         SECTION 13.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Every
Officer's Certificate or Opinion of Counsel with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

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

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

         SECTION 13.06. RULES BY TRUSTEE AND AGENTS. The Trustee may make
reasonable rules for action by or a meeting of Securityholders. The Registrar,
Paying Agent or Conversion Agent may make reasonable rules and set reasonable
requirements for its functions.

         SECTION 13.07. LEGAL HOLIDAYS. A "Legal Holiday" is a Saturday, a
Sunday or a day on which banking institutions are not required to be open. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

         SECTION 13.08. NO RECOURSE AGAINST OTHERS. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Security waives

                                       41
<PAGE>
and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

         SECTION 13.09. 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 13.10. GOVERNING LAW. The internal laws of the State of New
York shall govern this Indenture and the Securities, without regard to the
conflicts of laws provisions thereof.

         SECTION 13.11. 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 indenture, loan or debt agreement may
not be used to interpret this Indenture.

         SECTION 13.12. SUCCESSORS. All agreements of the Company in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

         SECTION 13.13. SEVERABILITY. In case any provision in this Indenture or
in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

         SECTION 13.14. 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.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed by their respective officers or attorneys-in-fact, as the case may
be, thereunto duly authorized, as of the day and year first above written.

                                                COEUR D'ALENE MINES CORPORATION,


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

[Seal]

                                       42
<PAGE>
Attest:

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Title: Secretary

                                                [NAME OF TRUSTEE],
                                                as Trustee

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


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