<PAGE>

                                                                     EXHIBIT 4.3

                            ASYST TECHNOLOGIES, INC.

                      5 3/4% Convertible Subordinated Notes
                                    due 2008

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

                                    INDENTURE

                            Dated as of July 3, 2001

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

            STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.,

                                     TRUSTEE

           ----------------------------------------------------------
<PAGE>

                             CROSS REFERENCE TABLE*

TIA Section...............................................    Indenture Section
310(a)(1).................................................          7.09
   (a)(2).................................................          7.09
   (a)(3).................................................          N.A.
   (a)(4).................................................          N.A.
 (b)......................................................       7.08; 7.10
   (c)....................................................          N.A.
311(a)....................................................          7.13
   (b)....................................................          7.13
   (c)....................................................          N.A.
312(a)....................................................          2.05
   (b)....................................................          12.03
   (c)....................................................          12.03
313(a)....................................................          7.14
   (b)(1).................................................          N.A.
   (b)(2).................................................          7.14
   (c)....................................................          12.02
   (d)....................................................          7.14
314(a)....................................................    4.02; 4.03; 12.02
   (b)....................................................          N.A.
   (c)(1).................................................          12.04
   (c)(2).................................................          12.04
   (c)(3).................................................          N.A.
   (d)....................................................          N.A.
   (e)....................................................          12.05
   (f)....................................................          N.A.
315(a)....................................................          7.01
   (b)....................................................       7.15; 12.02
   (c)....................................................          7.01
   (d)....................................................          7.01
   (e)....................................................          6.11
316(a) (last sentence)....................................          2.08
   (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
318(a)....................................................          12.01

                           N. A. means Not Applicable

--------

* Note: This Cross Reference Table shall not, for any purpose, be deemed to be
        part of the Indenture.
<PAGE>

                               Table of Contents
                                                                          Page
                                                                          ----

                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01            Definitions.........................................1
SECTION 1.02            Other Definitions..................................10
SECTION 1.03            Incorporation by Reference of Trust Indenture Act..11
SECTION 1.04            Rules of Construction..............................11
SECTION 1.05            Acts of Holders....................................12

                                    ARTICLE 2
                                    THE NOTES

SECTION 2.01            Form and Dating....................................13
SECTION 2.02            Execution and Authentication.......................14
SECTION 2.03            Registrar, Paying Agent and Conversion Agent.......15
SECTION 2.04            Paying Agent to Hold Money and Notes in Trust......15
SECTION 2.05            Noteholder Lists...................................16
SECTION 2.06            Transfer and Exchange..............................16
SECTION 2.07            Replacement Notes..................................17
SECTION 2.08            Outstanding Notes; Determinations of Holders'
                        Action.............................................18
SECTION 2.09            Temporary Notes....................................19
SECTION 2.10            Cancellation.......................................19
SECTION 2.11            Persons Deemed Owners..............................19
SECTION 2.12            Global Notes.......................................19
SECTION 2.13            CUSIP Numbers......................................24
SECTION 2.14            Defaulted Interest.................................24
SECTION 2.15            Registration Default...............................24

                                    ARTICLE 3
                            REDEMPTION AND PURCHASES

SECTION 3.01            [Reserved].........................................25
SECTION 3.02            Optional Redemption................................25
SECTION 3.03            Notice of Trustee..................................25
SECTION 3.04            Selection of Notes to be Redeemed..................25
SECTION 3.05            Notice of Redemption...............................26
SECTION 3.06            Effect of Notice of Redemption.....................27
SECTION 3.07            Deposit of Redemption Price........................27
SECTION 3.08            Notes Redeemed in Part.............................27
SECTION 3.09            Conversion Arrangement on Call for Redemption......27
SECTION 3.10            Repurchase of Notes at Option of the Holder upon
                        Change in Control..................................28
SECTION 3.11            Effect of Change in Control Repurchase Notice......33
SECTION 3.12            Deposit of Change in Control Repurchase Price......33


                                       i
<PAGE>

SECTION 3.13            Notes Purchased in Part............................34
SECTION 3.14            Covenant to Comply with Securities Laws upon
                        Purchase of Notes..................................34
SECTION 3.15            Repayment to the Company...........................34

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01            Payment of Principal, Premium, Interest on
                        the Notes..........................................34
SECTION 4.02            SEC and Other Reports..............................35
SECTION 4.03            Compliance Certificate.............................35
SECTION 4.04            Further Instruments and Acts.......................35
SECTION 4.05            Maintenance of Office or Agency....................35
SECTION 4.06            Delivery of Certain Information....................36

                                    ARTICLE 5
                              SUCCESSOR CORPORATION

SECTION 5.01            When Company May Merge or Transfer Assets..........36

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01            Events of Default..................................37
SECTION 6.02            Acceleration.......................................39
SECTION 6.03            Other Remedies.....................................39
SECTION 6.04            Waiver of Past Defaults............................40
SECTION 6.05            Control by Majority................................40
SECTION 6.06            Limitation on Suits................................40
SECTION 6.07            Rights of Holders to Receive Payment...............41
SECTION 6.08            Collection Suit by Trustee.........................41
SECTION 6.09            Trustee May File Proofs of Claim...................41
SECTION 6.10            Priorities.........................................42
SECTION 6.11            Undertaking for Costs..............................42
SECTION 6.12            Waiver of Stay, Extension or Usury Laws............42

                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01            Duties and Responsibilities of the Trustee;
                        During Default; Prior to Default...................42
SECTION 7.02            Certain Rights of the Trustee......................44
SECTION 7.03            Trustee Not Responsible for Recitals, Disposition
                        of Notes or Application of Proceeds Thereof........45
SECTION 7.04            Trustee and Agents May Hold Notes;
                        Collections, etc...................................45
SECTION 7.05            Moneys Held by Trustee.............................45
SECTION 7.06            Compensation and Indemnification of Trustee and
                        Its Prior Claim....................................45


                                       ii
<PAGE>

SECTION 7.07            Right of Trustee to Rely on Officers'
                        Certificate, etc...................................46
SECTION 7.08            Conflicting Interests..............................46
SECTION 7.09            Persons Eligible for Appointment as Trustee........46
SECTION 7.10            Resignation and Removal; Appointment of
                        Successor Trustee..................................46
SECTION 7.11            Acceptance of Appointment by Successor Trustee.....47
SECTION 7.12            Merger, Conversion, Consolidation or Succession
                        to Business of Trustee.............................48
SECTION 7.13            Preferential Collection of Claims Against the
                        Company............................................48
SECTION 7.14            Reports by the Trustee.............................48
SECTION 7.15            Trustee to Give Notice of Default, But May
                        Withhold in Certain Circumstances..................49

                                    ARTICLE 8
                             DISCHARGE OF INDENTURE

SECTION 8.01            Discharge of Liability on Notes....................49
SECTION 8.02            Repayment of the Company...........................49

                                    ARTICLE 9
                                   AMENDMENTS

SECTION 9.01            Without Consent of Holders.........................49
SECTION 9.02            With Consent of Holders............................50
SECTION 9.03            Compliance with Trust Indenture Act................51
SECTION 9.04            Revocation and Effect of Consents, Waivers
                        and Actions........................................51
SECTION 9.05            Notation on or Exchange of Notes...................51
SECTION 9.06            Trustee to Sign Supplemental Indentures............51
SECTION 9.07            Effect of Supplemental Indentures..................52

                                   ARTICLE 10
                                   CONVERSION

SECTION 10.01           Conversion Right and Conversion Price..............52
SECTION 10.02           Exercise of Conversion Right.......................52
SECTION 10.03           Fractions of Shares................................53
SECTION 10.04           Adjustment of Conversion Price.....................53
SECTION 10.05           Notice of Adjustments of Conversion Price..........62
SECTION 10.06           Notice Prior to Certain Actions....................62
SECTION 10.07           Company to Reserve Common Stock....................63
SECTION 10.08           Taxes on Conversions...............................63
SECTION 10.09           Covenant as to Common Stock........................64
SECTION 10.10           Cancellation of Converted Notes....................64
SECTION 10.11           Effect of Reclassification, Consolidation, Merger
                        or Sale............................................64
SECTION 10.12           Adjustment for Other Distributions.................65
SECTION 10.13           Responsibility of Trustee for Conversion
                        Provisions.........................................66


                                       iii
<PAGE>

                                   ARTICLE 11
                                  SUBORDINATION

SECTION 11.01           Agreement to Subordinate...........................67
SECTION 11.02           Liquidation; Dissolution; Bankruptcy...............67
SECTION 11.03           Default on Designated Senior Indebtedness..........67
SECTION 11.04           Acceleration of Notes..............................68
SECTION 11.05           When Distribution Must Be Paid Over................68
SECTION 11.06           Notice by the Company..............................69
SECTION 11.07           Subrogation........................................69
SECTION 11.08           Relative Rights....................................69
SECTION 11.09           Subordination May Not Be Impaired by the Company...69
SECTION 11.10           Distribution or Notice to Representative...........70
SECTION 11.11           Rights of Trustee and Paying Agent.................70

                                   ARTICLE 12
                                  MISCELLANEOUS

SECTION 12.01           Trust Indenture Act Controls.......................70
SECTION 12.02           Notices............................................71
SECTION 12.03           Communication by Holders with Other Holders........71
SECTION 12.04           Certificate and Opinion as to Conditions Precedent.72
SECTION 12.05           Statements Required in Certificate or Opinion......72
SECTION 12.06           Separability Clause................................72
SECTION 12.07           Rules by Trustee, Paying Agent, Conversion Agent
                        and Registrar......................................72
SECTION 12.08           Legal Holidays.....................................72
SECTION 12.09           GOVERNING LAW......................................72
SECTION 12.10           No Recourse Against Others.........................73
SECTION 12.11           Successors.........................................73
SECTION 12.12           Multiple Originals.................................73

EXHIBITS
--------
Exhibit A-1     Form of Face of Global Note
Exhibit A-2     Form of Certificated Note
Exhibit B-1     Transfer Certificate


                                       iv
<PAGE>

            INDENTURE dated as of July 3, 2001 between ASYST TECHNOLOGIES, INC.,
a California corporation (the "Company"), and STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A., a national banking association, as Trustee
hereunder (the "Trustee").

                             RECITALS OF THE COMPANY

            The Company has duly authorized the creation of an issue of its 5
3/4% Convertible Subordinated Notes due 2008 (herein called the "Notes") of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.

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

            This Indenture is subject to, and shall be governed by, the
provisions of the Trust Indenture Act of 1939, as amended, that are required to
be a part of and to govern indentures qualified under the Trust Indenture Act of
1939, as amended.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

            (2) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with GAAP; and

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

            "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


                                       1
<PAGE>

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

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

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

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

            "Business Day" means each day of the year other than a Saturday or a
             ------------
Sunday on which banking institutions are not required or authorized to close in
the City of New York or the city in which the principal corporate trust office
of the Trustee is located.

            "Capital Stock" of any corporation means any and all shares,
             -------------
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) stock issued by that
corporation.

            "Certificated Notes" means Notes that are in the form of the Notes
             ------------------
attached hereto as Exhibit A-2.

            "Closing Price" of any security on any date of determination means:
             -------------

            (1) the closing sale price (or, if no closing sale price is
      reported, the last reported sale price) of such security on the New York
      Stock Exchange on such date;

            (2) if such security is not listed for trading on the New York Stock
      Exchange on any such date, the closing sale price as reported in the
      composite transactions for the principal U.S. securities exchange on which
      such security is so listed;

            (3) if such security is not so listed on a U.S. national or regional
      securities exchange, the closing sale price as reported by the NASDAQ
      National Market;

            (4) if such security is not so reported, the last quoted bid price
      for such security in the over-the-counter market as reported by the
      National Quotation Bureau or similar organization; or

            (5) if such bid price is not available, the average of the mid-point
      of the last bid and ask prices of such security on such date from at least
      three nationally recognized independent investment banking firms retained
      for this purpose by the Company.


                                       2
<PAGE>

            "Common Stock" means the Common Stock, without par value, of the
             ------------
Company authorized at the date of this instrument as originally executed.
Subject to the provisions of Section 10.11, shares issuable on conversion or
repurchase of Notes shall include only shares of Common Stock or shares of any
class or classes of common stock resulting from any reclassification or
reclassifications thereof; provided, however, that if at any time there shall be
more than one such resulting class, the shares so issuable on conversion of
Notes shall include shares of all such classes, and the shares of each such
class then so issuable shall be substantially in the proportion which the total
number of shares of such class resulting from all such reclassifications bears
to the total number of shares of all such classes resulting from all such
reclassifications.

            "common stock" means any stock of any class of capital stock which
             ------------
has no preference in respect of dividends or of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
issuer.

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

            "Company Request" or "Company Order" means a written request or
             ---------------      -------------
order signed in the name of the Company by any two Officers.

            "Conversion Agent" means any person authorized by the Company to
             ----------------
convert Notes in accordance with Article 10 hereof.

            "Corporate Trust Office" means the principal office of the Trustee
             ----------------------
at which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 633 West 5th Street, 12th Floor, Los
Angeles, CA 90071, or such other address as the Trustee may designate from time
to time by notice to the Holders and the Company, or the principal corporate
trust office of any successor Trustee (or such other address as a successor
Trustee may designate from time to time by notice to the Holders and the
Company).

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

            "Designated Senior Indebtedness" means any Senior Indebtedness which
             ------------------------------
has been specifically designated in the instrument evidencing such Senior
Indebtedness as "Designated Senior Indebtedness" of the Company.

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

            "GAAP" means United States generally accepted accounting principles
             ----
as in effect from time to time.


                                       3
<PAGE>

            "Global Notes" means Notes that are in the form of the Notes
             ------------
attached hereto as Exhibit A-1, and to the extent that such Notes are required
to bear the Legend required by Section 2.06(f).

            "Guarantee" means a guarantee (other than by endorsement of
             ---------
negotiable instruments for collection in the ordinary course of business),
direct or indirect, contingent or otherwise, in any manner (including, without
limitation, letters of credit and reimbursement agreements in respect thereof),
of all or any part of any Indebtedness.

            "Holder" or "Noteholder" means a person in whose name a Note is
             ------      ----------
registered on the Registrar's books.

            "Indebtedness" means, with respect to any person, without
             ------------
duplication:

            (1) all indebtedness, obligations and other liabilities, contingent
      or otherwise, of such person for borrowed money (including overdrafts) or
      for the deferred purchase price of property or services, excluding any
      trade payables and other accrued current liabilities incurred in the
      ordinary course of business, but including, without limitation, all
      obligations, contingent or otherwise, of such person in connection with
      any letters of credit and acceptances issued under letter of credit
      facilities, acceptance facilities or other similar facilities;

            (2) all obligations of such person evidenced by bonds, credit or
      loan agreements, notes, debentures or other similar instruments;

            (3) indebtedness of such person created or arising under any
      conditional sale or other title retention agreement with respect to
      property acquired by such person (even if the rights and remedies of the
      seller or lender under such agreement in the event of default are limited
      to repossession or sale of such property), but excluding trade payables
      arising in the ordinary course of business;

            (4) all obligations and liabilities, contingent or otherwise, in
      respect of leases of the person required, in conformity with GAAP, to be
      accounted for as capitalized lease obligations on the balance sheet of the
      person and all obligations and other liabilities, contingent or otherwise,
      under any lease or related document, including a purchase agreement, in
      connection with the lease of real property or improvements thereon which
      provides that the person is contractually obligated to purchase or cause a
      third party to purchase the leased property or pay an agreed upon residual
      value of the leased property to the lessor and the obligations of the
      person under the lease or related document to purchase or to cause a third
      party to purchase the leased property whether or not such lease
      transaction is characterized as an operating lease or a capitalized lease
      in accordance with GAAP, including, without limitations, synthetic lease
      obligations;

            (5) all obligations of such person under or in respect of interest
      rate agreements, currency agreements or other swap, cap floor or collar
      agreement, hedge agreement, forward contract or similar instrument or
      agreement or foreign currency, hedge, exchange or purchase or similar
      instrument or agreement;


                                       4
<PAGE>

            (6) all indebtedness referred to in (but not excluded from) the
      preceding clauses (1) through (5) of other persons and all dividends of
      other persons, the payment of which is secured by (or for which the holder
      of such indebtedness has an existing right, contingent or otherwise, to be
      secured by) any Lien or with respect to property (including, without
      limitation, accounts and contract rights) owned by such person, even
      though such person has not assumed or become liable for the payment of
      such indebtedness (the amount of such obligation being deemed to be the
      lesser of the value of such property or asset or the amount of the
      obligation so secured);

            (7) all guarantees by such person of indebtedness referred to in
      this definition or of any other person;

            (8) all Redeemable Capital Stock of such person valued at the
      greater of its voluntary or involuntary maximum fixed repurchase price
      plus accrued and unpaid dividends;

            (9) the present value of the obligation of such person as lessee for
      net rental payments (excluding all amounts required to be paid on account
      of maintenance and repairs, insurance, taxes, assessments, water,
      utilities and similar charges to the extent included in such rental
      payments) during the remaining term of the lease included in any such sale
      and leaseback transaction including any period for which such lease has
      been extended or may, at the option of the lessor, be extended. Such
      present value shall be calculated using a discount rate equal to the rate
      of interest implicit in such transaction, determined in accordance with
      GAAP; and

            (10) any and all refinancings, replacements, deferrals, renewals,
      extensions and refundings of or amendments, modifications or supplements
      to, any indebtedness, obligation or liability of the kind described in
      clauses (1) through (9) above.

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

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

            "Interest Rate" means 5 3/4% per annum.
             -------------

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

            "Lien" means, with respect to any asset, any mortgage, lien, pledge,
             ----
charge, security interest or encumbrance of any kind in respect of such asset
given to secure Indebtedness, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction with respect to any such lien, pledge, charge or
security interest).


                                       5
<PAGE>

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

            "Officer" means the Chairman of the Board, the Vice Chairman, the
             -------
Chief Executive Officer, the President, any Executive Vice President, any Senior
Vice President, any Vice President, the Treasurer or the Secretary or any
Assistant Treasurer or Assistant Secretary of the Company.

            "Officers' Certificate" means a written certificate containing the
             ---------------------
information specified in Sections 12.04 and 12.05, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 4.03 shall be signed by one authorized
financial or accounting Officer of the Company but need not contain the
information specified in Sections 12.04 and 12.05.

            "144A Global Note" means a permanent Global Note in the form of the
             ----------------
Note attached hereto as Exhibit A-1, and that is deposited with and registered
in the name of the Depositary, representing Notes sold in reliance on Rule 144A
under the Securities Act.

            "Opinion of Counsel" means a written opinion containing the
             ------------------
information specified in Sections 12.04 and 12.05, from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of, or
counsel to, the Company or the Trustee.

            "person" or "Person" means any individual, corporation, limited
             ------      ------
liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, or government or any agency or political
subdivision thereof, including any subdivision or ongoing business of any such
entity or substantially all of the assets of any such entity, subdivision or
business.

            "principal" of a Note means the principal amount due on the Stated
             ---------
Maturity as set forth on the face of the Note.

            "Redeemable Capital Stock" means any class of the Company's Capital
             ------------------------
Stock that, either by its terms, by the terms of any securities into which it is
convertible or exchangeable or by contract or otherwise, is, or upon the
happening of an event or passage of time would be, required to be redeemed
(whether by sinking fund or otherwise) prior to the date that is 91 days after
the Stated Maturity of the Notes or is redeemable at the option of the Holder
thereof at any time prior to such date, or is convertible into or exchangeable
for debt securities at any time prior to such date (unless it is convertible or
exchangeable solely at the Company's option).

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

            "Redemption Price" or "redemption price" shall have the meaning set
             ----------------      ----------------
forth in paragraph 5 on the reverse side of the Notes.


                                       6
<PAGE>

            "Registration Rights Agreement" means the Registration Rights
             -----------------------------
Agreement of even date herewith entered into by the Company, Merrill Lynch,
Pierce, Fenner and Smith and ABN AMRO Rothschild LLC.

            "Regular Record Date" means, with respect to the interest payable on
             -------------------
any Interest Payment Date, the close of business on December 18 or June 18
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.

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

            "Restricted Note" means a Note required to bear the restrictive
             ---------------
legend set forth in the form of Note set forth in Exhibits A-1 and A-2 of this
Indenture.

            "Restriction Termination Date" means, with respect to any Note, the
             ----------------------------
date that is two years after the later of:

            (1) the Issue Date of the Note, or, in the case of Common Stock, the
      Issue Date of the Note upon the conversion of which such Common Stock was
      issued; and

            (2) the last date on which any "affiliate," as defined in Rule 144
      (or successor provision) under the Securities Act, of the Company was the
      owner of such Note or Common Stock.

            "Rights Plan" means the Rights Agreement between the Company and
             -----------
Bank Boston, N.A., dated June 25, 1998.

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

            "SEC" means the Securities and Exchange Commission.
             ---

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

            "Senior Indebtedness" means:
             -------------------

            (1) all obligations of the Company, now or hereafter existing, under
      or in respect of the Synthetic Lease Agreement, and the documents and
      instruments executed in connection therewith, whether for principal,
      premium, if any, interest (including interest accruing after the filing
      of, or which would have accrued but for the filing of, a petition by or
      against the Company under the Bankruptcy Law, whether or not such interest
      is allowed as a claim after such filing in any proceeding under such law)
      and other amounts due in connection therewith (including, without
      limitation, any fees,


                                       7
<PAGE>

      premiums, expenses, reimbursement obligations with respect to
      indemnities), whether outstanding on the date of this Indenture or
      thereafter created, incurred or assumed;

            (2) the principal of and premium, if any, and interest on, and fees,
      costs, enforcement expenses, collateral protection expenses and other
      reimbursement or indemnity obligations in respect of all of the
      Indebtedness of the Company or obligations to any person for money
      borrowed that is evidenced by a note, bond, debenture, loan agreement, or
      similar instrument or agreement including default interest and interest
      accruing after a bankruptcy;

            (3) commitment or standby fees due and payable to lending
      institutions with respect to credit facilities available to the Company;

            (4) all of the Company's noncontingent obligations (i) for the
      reimbursement of any obligor on any letter of credit, banker's acceptance
      or similar credit transaction, (ii) under interest rate swaps, caps,
      collars, options and similar arrangements and (iii) under any foreign
      exchange contract, currency swap agreement, futures contract, currency
      option contract or other foreign currency hedge;

            (5) all of the Company's obligations under leases for real estate,
      facilitates, equipment or related assets, whether or not capitalized,
      entered into or leased for financing purposes;

            (6) any liabilities of others described in clauses (1) through (5)
      above that the Company has guaranteed or which are otherwise the Company's
      legal liability; and

            (7) renewals, extensions, refundings, refinancings, restructurings,
      amendments and modifications of any such indebtedness or guarantee.

            Notwithstanding the foregoing, "Senior Indebtedness" shall not
      include:

            (a) Indebtedness or other obligations of the Company that by its
      terms ranks equal or junior on rights of payment to the Notes;

            (b) Indebtedness evidenced by the Notes;

            (c) Indebtedness of the Company that by operation of law is
      subordinate to any general unsecured obligations of the Company;

            (d) accounts payable or other liabilities owed or owing by the
      Company to trade creditors (including guarantees thereof or instruments
      evidencing such liabilities);

            (e) amounts owed by the Company for compensation to employees or for
      services rendered to the Company;

            (f) Indebtedness of the Company to any Subsidiary or any other
      Affiliate of the Company or any of such Affiliate's Subsidiaries, except
      if it is pledged as security for any Senior Indebtedness;


                                       8
<PAGE>

            (g) Capital Stock of the Company;

            (h) Indebtedness of the Company evidenced by any Guarantee of any
      such Indebtedness ranking equal or junior in right of payment to the
      Notes; and

            (i) Indebtedness of the Company which, when incurred and without
      respect to any election under Section 1111(b) of Title 11 of the United
      States Code, is without recourse to the Company.

            "Significant Subsidiary" means a Subsidiary of the Company,
             ----------------------
including its Subsidiaries, which meets any of the following conditions:

            (1) the Company's and its other Subsidiaries' investments in and
      advances to the Subsidiary exceed 10 percent of the total assets of the
      Company and its Subsidiaries consolidated as of the end of any two of the
      three most recently completed fiscal years; or

            (2) the Company's and its other Subsidiaries' proportionate share of
      the total assets of the Subsidiary exceeds 10 percent of the total assets
      of the Company and its Subsidiaries consolidated as of the end of any two
      of the three most recently completed fiscal years; or

            (3) the Company's and its other Subsidiaries' equity in the income
      from continuing operations before income taxes, extraordinary items and
      cumulative effect of a change in accounting principles of the Subsidiary
      exceeds 10 percent of such income of the Company and its Subsidiaries
      consolidated as of the end of any two of the three most recently completed
      fiscal years.

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

            "Subsidiary" means (i) a corporation, a majority of whose Capital
             ----------
Stock with voting power, under ordinary circumstances, to elect directors is, at
the date of determination, directly or indirectly owned by the Company, by one
or more Subsidiaries of the Company or by the Company and one or more
Subsidiaries of the Company, (ii) a partnership in which the Company or a
Subsidiary of the Company holds a majority interest in the equity capital or
profits of such partnership, or (iii) any other person (other than a
corporation) in which the Company, a Subsidiary of the Company or the Company
and one or more Subsidiaries of the Company, directly or indirectly, at the date
of determination, has (x) at least a majority ownership interest or (y) the
power to elect or direct the election of a majority of the directors or other
governing body of such person.

            "Synthetic Lease Agreement" means the Synthetic Lease Agreement
             -------------------------
effective as of June 30, 2000, as amended on February 21, 2001 and May 30, 2001,
between the Company and ABN AMRO Bank N.V., as agent for certain lenders, as
such agreement may be amended, renewed, extended, substituted, refinanced,
restructured, replaced, supplemented or otherwise modified from time to time,
including without limitation, any increase in the principal amount of debt
thereunder.


                                       9
<PAGE>

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

            "Trading Day" means a day during which trading in the Common Stock
             -----------
generally occurs on the New York Stock Exchange or, if the Common Stock is not
listed on the New York Stock Exchange, on the principal other national or
regional securities exchange on which the Common Stock is then listed or, if the
Common Stock is not listed on a national or regional securities exchange, on the
National Association of Notes Dealers Automated Quotation System or, if the
Common Stock is not quoted on the National Association of Securities Dealers
Automated Quotation System, on the principal other market on which the Common
Stock is then traded.

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

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

            SECTION 1.02 Other Definitions.

                                                      Defined in
Term                                                  Section
----                                                  -------

"Act"..................................................1.05(a)
"Agent Members"........................................2.12(f)
"Bankruptcy Law".......................................6.01
"Change in Control"....................................3.10(a)
"Change in Control Repurchase Date"....................3.10(a)
"Change in Control Repurchase Notice"..................3.10(d)
"Change in Control Repurchase Price"...................3.10(a)
"Conversion Price"....................................10.01
"Current Market Price"................................10.04(g)
"Custodian"............................................6.01
"Depositary"...........................................2.01(a)
"DTC"..................................................2.01(a)
"Event of Default".....................................6.01
"Exchange Act".........................................3.10(a)
"excluded securities".................................10.04(d)
"Expiration Time".....................................10.04(f)
"fair market value"...................................10.04(g)
"Legal Holiday".......................................12.08
"Legend"...............................................2.06(f)


                                       10
<PAGE>

"Non-Electing Share"..................................10.11
"Non-Payment Default".................................11.03(b)
"Notice of Default"....................................6.01
"Paying Agent".........................................2.03
"Payment Blockage Period".............................11.03(b)
"Payment Default".....................................11.03(a)
"Purchased Shares"....................................10.04(f)
"Permitted Junior Securities" ........................11.02
"QIB"..................................................2.01(a)
"Record Date".........................................10.04(g)
"Reference Period"....................................10.04(d)
"Registrar"............................................2.03
"Rule 144A Information"................................4.06
"Trigger Event".......................................10.04(d)

            SECTION 1.03 Incorporation by Reference of Trust Indenture Act.
                         -------------------------------------------------
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

            "Commission" means the SEC.

            "indenture Notes" means the Notes.

            "indenture Note holder" means a Noteholder.

            "indenture to be qualified" means this Indenture.

            "indenture trustee" or "institutional trustee" means the Trustee.

            "obligor" on the indenture Notes means the Company.

            All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

            SECTION 1.04 Rules of Construction. Unless the context otherwise
                         ---------------------
requires:

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

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

            (c) "or" is not exclusive;

            (d) "including" means including, without limitation; and


                                       11
<PAGE>

            (e) words in the singular include the plural, and words in the
      plural include the singular.

            SECTION 1.05 Acts of Holders. (a) Any request, demand,
                         ---------------
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by their agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such officer the execution thereof.
Where such execution is by a signer acting in a capacity other than such
signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer's authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

            The ownership of Notes shall be proved by the register for the Notes
or by a certificate of the Registrar.

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

            If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a resolution of the Board of Directors, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for purposes of determining whether Holders of the requisite proportion
of outstanding Notes have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Notes shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall


                                       12
<PAGE>

become effective pursuant to the provisions of this Indenture not later than six
months after the record date.

                                    ARTICLE 2

                                    THE NOTES

            SECTION 2.01 Form and Dating. The Notes and the Trustee's
                         ---------------
certificate of authentication to be borne by such Notes shall be substantially
in the form annexed hereto as Exhibits A-1 and A-2, which are incorporated in
and made a part of this Indenture. The terms and provisions contained in the
form of Note shall constitute, and are hereby expressly made, a part of this
Indenture and to the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

            Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends and endorsements as the officers
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the notes may be
listed or designated for issuance, or to conform to usage.

            (a) Global Notes. Notes offered and sold within the United States to
                ------------
qualified institutional investors as defined in Rule 144A ("QIBs") in reliance
on Rule 144A shall be issued, initially in the form of a 144A Global Note, which
shall be deposited with the Trustee at its Corporate Trust Office, as custodian
for, and registered in the name of, The Depository Trust Company ("DTC") or the
nominee thereof (such depositary, or any successor thereto, and any such nominee
being hereinafter referred to as the "Depositary"), duly executed by the Company
and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of the 144A Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
as hereinafter provided.

            (b) Global Notes in General. Each Global Note shall represent such
                -----------------------
of the outstanding Notes as shall be specified therein and each shall provide
that it shall represent the aggregate amount of outstanding Notes from time to
time endorsed thereon and that the aggregate amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions and conversions.

            Any adjustment of the aggregate principal amount of a Global Note to
reflect the amount of any increase or decrease in the amount of outstanding
Notes represented thereby shall be made by the Trustee in accordance with
instructions given by the Holder thereof as required by Section 2.12 hereof and
shall be made on the records of the Trustee and the Depositary.

            (c) Book-Entry Provisions. This Section 2.01(c) shall apply only to
                ---------------------
Global Notes deposited with or on behalf of the Depositary.


                                       13
<PAGE>

            The Company shall execute and the Trustee shall, in accordance with
this Section 2.01(c), authenticate and deliver initially one or more Global
Notes that (a) shall be registered in the name of the Depositary, (b) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (c) shall bear legends substantially to the following effect:

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

      TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
      NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR
      THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
      GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
      RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE
      REVERSE HEREOF."

            (d) Restrictive Legends. Until the Restriction Termination Date, all
                -------------------
Global Notes and all Certificated Notes shall bear the Legend, unless such Notes
have been transferred pursuant to a registration statement that has been
declared effective under the Securities Act. Until the Restriction Termination
Date, the Company covenants that any stock certificate representing shares of
Common Stock delivered by the Company upon conversion of any Notes will bear the
Legend, unless such shares have been sold pursuant to a registration statement
that has been declared effective under the Securities Act.

            (e) Certificated Notes. Notes not issued as interests in the Global
                ------------------
Notes will be issued in certificated form substantially in the form of Exhibit
A-2 attached hereto.

            SECTION 2.02 Execution and Authentication. The Notes shall be
                         ----------------------------
executed on behalf of the Company by any Officer, under its corporate seal
reproduced thereon. The signature of the Officer on the Notes may be manual or
facsimile.

            Notes bearing the manual or facsimile signatures of individuals who
were at the time of the execution of the Notes 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 Notes or did not hold such offices at the date of authentication of such
Notes.


                                       14
<PAGE>

            No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder.

            The Trustee shall authenticate and deliver Notes for original issue
in an aggregate principal amount of up to $86,250,000 upon a Company Order
without any further action by the Company. The aggregate principal amount of
Notes outstanding at any time may not exceed the amount set forth in the
foregoing sentence, except as provided in Section 2.07.

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

            SECTION 2.03 Registrar, Paying Agent and Conversion Agent. The
                         --------------------------------------------
Company shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange ("Registrar"), an office or agency
where Notes may be presented for purchase or payment ("Paying Agent") and an
office or agency where Notes may be presented for conversion ("Conversion
Agent"). The Registrar shall keep a register of the Notes and of their transfer
and exchange. The Company may have 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, including any named pursuant
to Section 4.05. The term Conversion Agent includes any additional conversion
agent, including any named pursuant to Section 4.05.

            The Company shall enter into an appropriate agency agreement with
any Registrar, Paying Agent, Conversion Agent or co-registrar (other than the
Trustee). The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.06. The Company or
any Subsidiary or an Affiliate of either of them may act as Paying Agent,
Registrar, Conversion Agent or co-registrar.

            The Company initially appoints the Trustee as Registrar, Conversion
Agent and Paying Agent in connection with the Notes.

            SECTION 2.04 Paying Agent to Hold Money and Notes in Trust. Except
                         ---------------------------------------------
as otherwise provided herein, on or prior to each due date of payments in
respect of any Note, the Company shall deposit with the Paying Agent a sum of
money (in immediately available funds if deposited on the due date) or Common
Stock sufficient to make such payments when so becoming due. The Company shall
require each Paying Agent (other than the Trustee) to agree in writing that the
Paying Agent shall hold in trust for the benefit of Noteholders or the Trustee
all money and Common Stock held by the Paying Agent for the making of payments
in respect of the Notes and shall notify the Trustee of any default by the
Company in making any such payment. At any time during the continuance of any
such default, the Paying Agent shall, upon the written request of the Trustee,
forthwith pay to the Trustee all money and Common Stock so


                                       15
<PAGE>

held in trust. If the Company, a Subsidiary or an Affiliate of either of them
acts as Paying Agent, it shall segregate the money and Common Stock held by it
as Paying Agent and hold it as a separate trust fund. The Company at any time
may require a Paying Agent to pay all money and Common Stock held by it to the
Trustee and to account for any funds and Common Stock disbursed by it. Upon
doing so, the Paying Agent shall have no further liability for the money or
Common Stock.

            SECTION 2.05 Noteholder 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 Noteholders. If the Trustee is not the Registrar,
the Company shall cause to be furnished to the Trustee at least semiannually on
January 1 and July 1 a listing of Noteholders dated within 13 days of the date
on which the list is furnished 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 Noteholders.

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

            At the option of the Holder, Notes may be exchanged for other Notes
of any authorized denomination or denominations, of a like aggregate principal
amount, upon surrender of the Notes to be exchanged, together with a written
instrument of transfer satisfactory to the Registrar duly executed by the
Noteholder or such Noteholder's attorney duly authorized in writing, at such
office or agency. Whenever any Notes are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Notes
which the Holder making the exchange is entitled to receive.

            The Company shall not be required to make, and the Registrar need
not register, transfers or exchanges of Notes selected for redemption (except,
in the case of Notes to be redeemed in part, the portion thereof not to be
redeemed) or any Notes in respect of which a Change in Control Repurchase Notice
(as defined in Section 3.10(d)) has been given and not withdrawn by the Holder
thereof in accordance with the terms of this Indenture (except, in the case of
Notes to be purchased in part, the portion thereof not to be purchased) or any
Notes for a period of 15 days before the mailing of a notice of redemption of
Notes to be redeemed.

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


                                       16
<PAGE>

in part, to nominees of the Depositary or to a successor of the Depositary or
such successor's nominee.

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

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

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

            (f) If Notes are issued upon the transfer, exchange or replacement
of Notes subject to restrictions on transfer and bearing the legends set forth
on the form of Note attached hereto as Exhibits A-1 and A-2 setting forth such
restrictions (collectively, the "Legend"), or if a request is made to remove the
Legend on a Note, the Notes so issued shall bear the Legend, or the Legend shall
not be removed, as the case may be, unless there is delivered to the Company and
the Registrar such satisfactory evidence, which shall include an Opinion of
Counsel, as may be reasonably required by the Company and the Registrar, that
neither the Legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the provisions of Rule
144A or Rule 144 under the Securities Act or that such Notes are not
"restricted" within the meaning of Rule 144 under the Securities Act. Upon (i)
provision of such satisfactory evidence, or (ii) notification by the Company to
the Trustee and Registrar of the sale of such Note pursuant to a registration
statement that is effective at the time of such sale, the Trustee, at the
written direction of the Company, shall authenticate and deliver a Note that
does not bear the Legend. If the Legend is removed from the face of a Note and
the Note is subsequently held by an Affiliate of the Company, the Legend shall
be reinstated.

            SECTION 2.07 Replacement Notes. If (a) any mutilated Note is
                         -----------------
surrendered to the Trustee, or (b) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Note, and there
is delivered to the Company and the Trustee such Note or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company or the Trustee that such Note has been acquired by a bona fide
purchaser, the Company shall execute and upon its written request the Trustee
shall authenticate and deliver, in exchange for any such mutilated Note or in
lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and
principal amount, bearing a number not contemporaneously outstanding.

            In case any such mutilated, destroyed, lost or stolen Note has
become or is about to become due and payable, or is about to be purchased by the
Company pursuant to Article 3 hereof, the Company in its discretion may, instead
of issuing a new Note, pay or purchase such Note, as the case may be.


                                       17
<PAGE>

            Upon the issuance of any new Notes under this Section 2.07, 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 Note issued pursuant to this Section 2.07 in lieu of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Notes duly issued hereunder.

            The provisions of this Section 2.07 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 Notes.

            SECTION 2.08 Outstanding Notes; Determinations of Holders' Action.
                         ----------------------------------------------------
Notes outstanding at any time are all the Notes authenticated by the Trustee
except for those cancelled by it or delivered to it for cancellation, those paid
pursuant to Section 2.07 and those described in this Section 2.08 as not
outstanding. A Note does not cease to be outstanding because the Company or an
Affiliate thereof holds the Note; provided, however, that in determining whether
the Holders of the requisite principal amount of the outstanding Notes have
given or concurred in any request, demand, authorization, direction, notice,
consent or waiver hereunder, Notes owned by the Company or any other obligor
upon the Notes or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes which a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded.
Subject to the foregoing, only Notes outstanding at the time of such
determination shall be considered in any such determination (including, without
limitation, determinations pursuant to Articles 6 and 9).

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

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

            If a Note is converted in accordance with Article 10, then from and
after the time of conversion on the conversion date, such Note shall cease to be
outstanding and interest shall cease to accrue on such Note.


                                       18
<PAGE>

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

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

            SECTION 2.10 Cancellation. All Notes surrendered for payment,
                         ------------
purchase by the Company pursuant to Article 3, conversion, redemption or
registration of transfer or exchange shall, if surrendered to any person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any
Notes previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Notes so delivered shall be
promptly cancelled by the Trustee. The Company may not issue new Notes to
replace Notes it has paid or delivered to the Trustee for cancellation or that
any Holder has converted pursuant to Article 10. No Notes shall be authenticated
in lieu of or in exchange for any Notes cancelled as provided in this Section
2.10, except as expressly permitted by this Indenture. All cancelled Notes held
by the Trustee shall be destroyed by the Trustee and the Trustee shall, upon
request, deliver a certificate of destruction to the Company.

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

            SECTION 2.12 Global Notes. (a) Notwithstanding any other provisions
                         ------------
of this Indenture or the Notes, (A) transfers of a Global Note, in whole or in
part, shall be made only in accordance with Section 2.06 and Section 2.12(a)(i),
(B) transfer of a beneficial interest in a Global Note for a Certificated Note
shall comply with Section 2.06 and Section 2.12(a)(ii) below, and (C) transfers
of a Certificated Note shall comply with Section 2.06 and Sections 2.12(a)(iii)
and (iv) below.


                                       19
<PAGE>

            (i) Transfer of Global Note. A Global Note may not be transferred,
      in whole or in part, to any Person other than the Depositary or a nominee
      or any successor thereof, and no such transfer to any such other Person
      may be registered; provided that this clause (i) shall not prohibit any
      transfer of a Note that is issued in exchange for a Global Note but is not
      itself a Global Note. No transfer of a Note to any Person shall be
      effective under this Indenture or the Notes unless and until such Note has
      been registered in the name of such Person. Nothing in this Section
      2.12(a)(i) shall prohibit or render ineffective any transfer of a
      beneficial interest in a Global Note effected in accordance with the other
      provisions of this Section 2.12(a).

            (ii) Restrictions on Transfer of a Beneficial Interest in a Global
      Note for a Certificated Note. A beneficial interest in a Global Note may
      not be exchanged for a Certificated Note except upon satisfaction of the
      requirements set forth below. Upon receipt by the Trustee of a transfer of
      a beneficial interest in a Global Note in accordance with Applicable
      Procedures for a Certificated Note in the form satisfactory to the
      Trustee, together with:

                  (a) so long as the Notes are Restricted Notes, certification,
            in the form set forth in Exhibit B-1;

                  (b) written instructions to the Trustee to make, or direct the
            Registrar to make, an adjustment on its books and records with
            respect to such Global Note to reflect a decrease in the aggregate
            principal amount of the Notes represented by the Global Note, such
            instructions to contain information regarding the Depositary account
            to be credited with such decrease; and

                  (c) if the Company or Registrar so requests, an opinion of
            counsel or other evidence reasonably satisfactory to them as to the
            compliance with the restrictions set forth in the Legend,

then the Trustee shall cause, or direct the Registrar to cause, in accordance
with the standing instructions and procedures existing between the Depositary
and the Registrar, the aggregate principal amount of Notes represented by the
Global Note to be decreased by the aggregate principal amount of the
Certificated Note to be issued, shall issue such Certificated Note and shall
debit or cause to be debited to the account of the Person specified in such
instructions a beneficial interest in the Global Note equal to the principal
amount of the Certificated Note so issued.

            (iii) Transfer and Exchange of Certificated Notes. When Certificated
      Notes are presented to the Registrar with a request:

                  (x) to register the transfer of such Certificated Notes; or

                  (y) to exchange such Certificated Notes for an equal principal
            amount of Certificated Notes of other authorized denominations,


                                       20
<PAGE>

      the Registrar shall register the transfer or make the exchange as
      requested if its reasonable requirements for such transaction are met;
      provided, however, that the Certificated Notes surrendered for transfer or
      exchange:

                  (a) shall be duly endorsed or accompanied by a written
            instrument of transfer in form reasonably satisfactory to the
            Company and the Registrar, duly executed by the Holder thereof or
            his attorney duly authorized in writing; and

                  (b) so long as such Notes are Restricted Notes, such Notes are
            being transferred or exchanged pursuant to an effective registration
            statement under the Securities Act or pursuant to clause (A), (B) or
            (C) below, and are accompanied by the following additional
            information and documents, as applicable:

                        (A) if such Certificated Notes are being delivered to
                  the Registrar by a Holder for registration in the name of such
                  Holder, without transfer, a certification from such Holder to
                  that effect; or

                        (B) if such Certificated Notes are being transferred to
                  the Company, a certification to that effect; or

                        (C) if such Certificated Notes are being transferred
                  pursuant to an exemption from registration, (i) a
                  certification to that effect (in the form set forth in
                  Exhibits B-1, if applicable) and (ii) if the Company or
                  Registrar so requests, an opinion of counsel or other evidence
                  reasonably satisfactory to them as to the compliance with the
                  restrictions set forth in the Legend.

            (iv) Restrictions on Transfer of a Certificated Note for a
      Beneficial Interest in a Global Note. A Certificated Note may not be
      exchanged for a beneficial interest in a Global Note except upon
      satisfaction of the requirements set forth below.

      Upon receipt by the Trustee of a Certificated Note, duly endorsed or
      accompanied by appropriate instruments of transfer, in form reasonably
      satisfactory to the Trustee, together with:

                  (a) so long as the Notes are Restricted Notes, certification,
            in the form set forth in Exhibit B-1, that such Certificated Note is
            being transferred to a QIB in accordance with Rule 144A; and

                  (b) written instructions directing the Trustee to make, or to
            direct the Registrar to make, an adjustment on its books and records
            with respect to such Global Note to reflect an increase in the
            aggregate principal amount of the Notes represented by the Global
            Note, such instructions to contain information regarding the
            Depositary account to be credited with such increase, then the
            Trustee shall cancel such Certificated Note and cause, or direct the
            Registrar to cause, in accordance with the standing instructions and
            procedures existing between the Depositary and the Registrar, the
            aggregate principal amount of Notes represented by the Global Note
            to be increased by the aggregate principal


                                       21
<PAGE>

            amount of the Certificated Note to be exchanged, and shall credit or
            cause to be credited to the account of the Person specified in such
            instructions a beneficial interest in the Global Note equal to the
            principal amount of the Certificated Note so cancelled. If no Global
            Notes are then outstanding, the Company shall issue and the Trustee
            shall authenticate, upon written order of the Company in the form of
            an Officers' Certificate, a new Global Note in the appropriate
            principal amount.

      (b) Subject to the succeeding paragraph, every Note shall be subject to
the restrictions on transfer provided in the Legend including the delivery of an
opinion of counsel, if so provided. Whenever any Restricted Note is presented or
surrendered for registration of transfer or for exchange for a Note registered
in a name other than that of the Holder, such Note must be accompanied by a
certificate in substantially the form set forth in Exhibit B-1, dated the date
of such surrender and signed by the Holder of such Note, as to compliance with
such restrictions on transfer. The Registrar shall not be required to accept for
such registration of transfer or exchange any Note not so accompanied by a
properly completed certificate.

      (c) The restrictions imposed by the Legend upon the transferability of any
Note shall cease and terminate when such Note has been sold pursuant to an
effective registration statement under the Securities Act or transferred in
compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or, if earlier, upon the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Note as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Note for exchange to the Registrar in accordance with the
provisions of this Section 2.12 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by an opinion of counsel having
substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to the Company, addressed to the Company and in form
acceptable to the Company, to the effect that the transfer of such Note has been
made in compliance with Rule 144 or such successor provision), be exchanged for
a new Note, of like tenor and aggregate principal amount, which shall not bear
the restrictive Legend. The Company shall inform the Trustee of the effective
date of any registration statement registering the Notes under the Securities
Act. The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Note (including any transfers between or among DTC participants, members
or beneficial owners in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this Indenture, and
to examine the same to determine substantial compliance as to form with the
express requirements hereof. The Trustee shall not be liable for any action
taken or omitted to be taken by it in good faith in accordance with the
aforementioned opinion of counsel or registration statement.

      (d) In the event that Rule 144(k) as promulgated under the Securities Act
is amended to shorten the two-year restriction period, then restrictions on
transfer on the Notes and the Common Stock will be deemed to refer to the
shortened restriction period. The Company undertakes to inform the Trustee if
such change to Rule 144(k) occurs and the effect (if any) to the restrictions on
transfer applicable to the Notes and Common Stock and shall provide


                                       22
<PAGE>

additional information (including an Opinion of Counsel and/or an Officers'
Certificate) if so requested by the Trustee.

      (e) As used in the preceding two paragraphs of this Section 2.12, the term
"transfer" encompasses any sale, pledge, transfer, hypothecation or other
disposition of any Note.

      (f) The provisions of clauses (1), (2), (3) and (4) below shall apply only
to Global Notes:

            (1) Notwithstanding any other provisions of this Indenture or the
      Notes, except as provided in Section 2.12(a)(i), a Global Note shall not
      be exchanged in whole or in part for a Note registered in the name of any
      Person other than the Depositary or one or more nominees thereof, provided
      that a Global Note may be exchanged for Notes registered in the names of
      any person designated by the Depositary in the event that (i) the
      Depositary has notified the Company that it is unwilling or unable to
      continue as Depositary for such Global Note or such Depositary has ceased
      to be a "clearing agency" registered under the Exchange Act, and a
      successor Depositary is not appointed by the Company within 90 days or
      (ii) an Event of Default has occurred and is continuing with respect to
      the Notes. Any Global Note exchanged pursuant to clause (i) above shall be
      so exchanged in whole and not in part, and any Global Note exchanged
      pursuant to clause (ii) above may be exchanged in whole or from time to
      time in part as directed by the Depositary. Any Note issued in exchange
      for a Global Note or any portion thereof shall be a Global Note; provided
      that any such Note so issued that is registered in the name of a Person
      other than the Depositary or a nominee thereof shall not be a Global Note.

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

            (3) Subject to the provisions of clause (5) below, the registered
      Holder may grant proxies and otherwise authorize any Person, including
      Agent Members (as defined below) and persons that may hold interests
      through Agent Members, to take any action which a holder is entitled to
      take under this Indenture or the Notes.


                                       23
<PAGE>

            (4) In the event of the occurrence of any of the events specified in
      clause (1) above, the Company will promptly make available to the Trustee
      a reasonable supply of Certificated Notes in definitive, fully registered
      form, without interest coupons.

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

            SECTION 2.13 CUSIP Numbers. The Company in issuing the Notes may use
                         -------------
"CUSIP" numbers and, if so, the Trustee shall use "CUSIP" numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the CUSIP numbers.

            SECTION 2.14 Defaulted Interest. If the Company defaults in a
                         ------------------
payment of interest on the Notes, it shall pay, or shall deposit with the Paying
Agent money in immediately available funds sufficient to pay, the defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date. A
special record date, as used in this Section 2.14 with respect to the payment of
any defaulted interest, shall mean the 15th day next preceding the date fixed by
the Company for the payment of defaulted interest, whether or not such day is a
Business Day. At least 15 days before the subsequent special record date, the
Company shall mail to each Holder and to the Trustee a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest to be paid.

            SECTION 2.15 Registration Default. The interest rate borne by the
                         --------------------
Notes shall be increased upon a Registration Default (as defined in the
Registration Rights Agreement) as provided in the Notes. If a Registration
Default occurs, the Company shall deliver to the Trustee an Officers'
Certificate stating (1) the increase in the Interest Rate, (2) when such
increase is effective and (3) when such additional interest is payable. Unless
and until a Responsible Officer of the Trustee receives such an Officer's
Certificate, the Trustee shall assume there has been no increase in the Interest
Rate.


                                       24
<PAGE>

                                    ARTICLE 3

                            REDEMPTION AND PURCHASES

            SECTION 3.01 [Reserved].

            SECTION 3.02 Optional Redemption. The Notes are not redeemable prior
                         -------------------
to July 3, 2004. On and after July 3, 2004, the Company may, at its option,
redeem the Notes in whole at any time or in part from time to time, on any date
prior to Stated Maturity, upon notice as set forth in Section 3.05, at the
redemption price (expressed as percentages of the principal amount) set forth in
the table below:

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

               Period                      Redemption Price
               ------                      ----------------
-----------------------------------------------------------------

  July 3, 2004 through July 2, 2005            103.29%
-----------------------------------------------------------------

  July 3, 2005 through July 2, 2006            102.46%
-----------------------------------------------------------------

  July 3, 2006 through July 2, 2007            101.64%
-----------------------------------------------------------------

             Thereafter                        100.82%
-----------------------------------------------------------------

(the "Optional Redemption Price"), plus any interest accrued but not paid prior
to (but not including) the Optional Redemption Date.

            SECTION 3.03 Notice of Trustee. If the Company elects to redeem
                         -----------------
Notes pursuant to the redemption provisions of Section 3.02 hereof, it shall
notify the Trustee at least 30 days prior but not more than 60 days prior to the
Redemption Date of such intended Redemption Date, the principal amount of Notes
to be redeemed and the CUSIP numbers of the Notes to be redeemed.

            SECTION 3.04 Selection of Notes to be Redeemed. If fewer than all
                         ---------------------------------
the Notes are to be redeemed, the Trustee shall select the particular Notes to
be redeemed from the outstanding Notes by a method that complies with the
requirements of any exchange on which the Notes are listed, or, if the Notes are
not listed on an exchange, on a pro rata basis or by lot or in accordance with
any other method of Trustee considers fair and appropriate. Notes and portions
thereof that the Trustee selects shall be in principal amounts equal to $1,000
or any whole multiple thereof.

            If any Note selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Note so selected, the converted portion of such Note shall be deemed to be the
portion selected for redemption (provided, however, that the Holder of such Note
so converted and deemed redeemed shall not be entitled to any additional
interest payment as a result of such deemed redemption than such Holder would
have otherwise been entitled to receive upon conversion of such Note). Notes
which have been converted during a selection of Notes to be redeemed may be
treated by the Trustee as outstanding for the purpose of such selection.


                                       25
<PAGE>

            The Trustee shall promptly notify the Company and the Registrar in
writing of the Notes selected for redemption and, in the case of any Notes
selected for partial redemption, the principal amount thereof to be redeemed.

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

            SECTION 3.05 Notice of Redemption. Notice of redemption shall be
                         --------------------
given in the manner provided in Section 12.02 hereof to the Holders of Notes to
be redeemed. Such notice shall be given not less than 20 nor more than 60 days
prior to the Redemption Date for redemption pursuant to Section 3.02.

            All notices of redemption shall state:

            (1) the Redemption Date;

            (2) the Redemption Price and interest accrued and unpaid to, but not
      including, the Redemption Date, if any;

            (3) whether the Redemption Price will be payable in cash or Common
      Stock or a combination thereof (if the Company elects to make such payment
      with a combination of cash and Common Stock, such notice shall provide the
      proportion of cash and Common Stock) pursuant to the formula set forth in
      Section 3.10(a) hereof;

            (4) if fewer than all the outstanding Notes are to be redeemed, the
      aggregate principal amount of Notes to be redeemed and the aggregate
      principal amount of Notes which will be outstanding after such partial
      redemption;

            (5) that on the Redemption Date the Redemption Price and interest
      accrued and unpaid to, but not including, the Redemption Date, if any,
      will become due and payable upon each such Note to be redeemed, and that
      interest thereon shall cease to accrue on and after such date;

            (6) the Conversion Price, the date on which the right to convert the
      principal of the Notes to be redeemed will terminate and the places where
      such Notes may be surrendered for conversion;

            (7) the place or places where such Notes are to be surrendered for
      payment of the Redemption Price and accrued and unpaid interest, if any;
      and

            (8) the CUSIP number of the Notes.

            The notice given shall specify the last date on which exchanges or
transfers of Notes may be made pursuant to Section 2.06 hereof, and shall
specify the serial numbers of Notes and the portions thereof called for
redemption.


                                       26
<PAGE>

            Notice of redemption of Notes to be redeemed at the election of the
Company shall be given by the Company.

            SECTION 3.06 Effect of Notice of Redemption. Notice of redemption
                         ------------------------------
having been given as provided in Section 3.05 hereof, the Notes so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued and unpaid interest)
such Notes shall cease to bear interest. Upon surrender of any such Note for
redemption in accordance with such notice, such Note shall be paid by the
Company at the Redemption Price plus accrued and unpaid interest, if any, to,
but not including, the Redemption Date; provided, however, that the installments
of interest on Notes whose Stated Maturity is prior to or on the Redemption Date
shall be payable to the Holders of such Notes, or one or more predecessor Notes,
registered as such on the relevant Record Date according to their terms and the
provisions of Section 2.01 hereof.

            If any Note called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and premium, if any, shall,
until paid, bear interest from the Redemption Date at the Interest Rate.

            SECTION 3.07 Deposit of Redemption Price. Prior to or on any
                         ---------------------------
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent an amount of money sufficient to pay the Redemption Price of all the Notes
to be redeemed on that Redemption Date, other than any Notes called for
redemption on that date which have been converted prior to the date of such
deposit, and accrued and unpaid interest, if any, on such Notes.

            If any Note called for redemption is converted, any money deposited
with the Trustee or with a Paying Agent or so segregated and held in trust for
the redemption of such Note shall (subject to any right of the Holder of such
Note or any predecessor Note to receive interest as provided in Section 4.01
hereof) be paid to the Company on Company Request or, if then held by the
Company, shall be discharged from such trust.

            SECTION 3.08 Notes Redeemed in Part. Any Note which is to be
                         ----------------------
redeemed only in part shall be surrendered at an office or agency of the Company
designated for that purpose pursuant to Section 4.05 hereof (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or the Holder's attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Note without service charge, a new Note or Notes of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Note so surrendered.

            SECTION 3.09 Conversion Arrangement on Call for Redemption. In
                         ---------------------------------------------
connection with any redemption of Notes, the Company may arrange for the
purchase and conversion of any Notes called for redemption by an agreement with
one or more investment banks or other purchasers to purchase such Notes by
paying to the Trustee in trust for the Noteholders, on or prior to 11:00 a.m.
New York City time on the Redemption Date, an amount


                                       27
<PAGE>

that, together with any amounts deposited with the Trustee by the Company for
the redemption of such Notes, is not less than the Redemption Price of such
Notes. Notwithstanding anything to the contrary contained in this Article 3, the
obligation of the Company to pay the Redemption Price of such Notes shall be
deemed to be satisfied and discharged to the extent such amount is so paid by
such purchasers. If such an agreement is entered into, any Notes not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 10) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the Redemption Date, subject to
payment of the above amount as aforesaid. The Trustee shall hold and pay to the
Holders whose Notes are selected for redemption any such amount paid to it for
purchase and conversion in the same manner as it would moneys deposited with it
by the Company for the redemption of Notes. Without the Trustee's prior written
consent, no arrangement between the Company and such purchasers for the purchase
and conversion of any Notes shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture, and the Company agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and conversion of any
Notes between the Company and such purchasers, including the costs and expenses
incurred by the Trustee in the defense of any claim or liability arising out of
or in connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under this Indenture, except to the extent such
loss, liability, expense or cost results from Trustee's gross negligence or
willful misconduct.

            SECTION 3.10 Repurchase of Notes at Option of the Holder upon Change
                         -------------------------------------------------------
in Control.
----------

            (a) If there shall have occurred a Change in Control, all or any
portion of the Notes of any Holder equal to $1,000 or a whole multiple of
$1,000, not previously called for redemption, shall be repurchased by the
Company, at the option of such Holder, at a repurchase price equal to 100% of
the principal amount of the Notes to be repurchased, together with interest
accrued and unpaid to, but excluding, the repurchase date (the "Change in
Control Repurchase Price"), on the date (the "Change in Control Repurchase
Date") that is 45 Business Days after the Change in Control Repurchase Notice;
provided, however, that installments of interest on Notes whose Stated Maturity
is prior to or on the Change in Control Repurchase Date shall be payable to the
Holders of such Notes, or one or more predecessor Notes, registered as such on
the relevant Regular Record Date according to their terms.

            Subject to the fulfillment by the Company of the conditions set
forth in Section 3.10(b) hereof, the Company may elect to pay the Change in
Control Repurchase Price (to the extent not paid in cash) by delivering the
number of shares of Common Stock equal to (i) the Change in Control Repurchase
Price divided by (ii) 97% of the average of the Closing Prices per share of
Common Stock for the five consecutive Trading Days immediately preceding and
including the third Trading Day prior to the Change in Control Repurchase Date.

            Whenever in this Indenture (including Sections 2.01, 6.01(a) and
6.07 hereof) or Exhibit A-1 annexed hereto there is a reference, in any context,
to the principal of any Note as of any time, such reference shall be deemed to
include reference to the Change in Control


                                       28
<PAGE>

Repurchase Price payable in respect to such Note to the extent that such Change
in Control Repurchase Price is, was or would be so payable at such time, and
express mention of the Change in Control Repurchase Price in any provision of
this Indenture shall not be construed as excluding the Change in Control
Repurchase Price in those provisions of this Indenture when such express mention
is not made; provided, however, that, for the purposes of Article 11 hereof,
such reference shall be deemed to include reference to the Change in Control
Repurchase Price only to the extent the Change in Control Repurchase Price is
payable in cash or Common Stock or a combination thereof.

            A "Change in Control" of the Company shall be deemed to have
occurred at such time after the original issuance of Notes as any of the
following events shall occur:

            (i) the acquisition by any person, including any syndicate or group
      deemed to be a "person" under Section 13(d)(3) of the Securities Exchange
      Act of 1934, as amended (the "Exchange Act"), of beneficial ownership,
      directly or indirectly, through a purchase, merger or other acquisition
      transaction or series of transactions, of shares of the Capital Stock of
      the Company entitling that person to exercise 50% or more of the total
      voting power of all shares of such Capital Stock entitled to vote
      generally in elections of directors, other than any acquisition by the
      Company, any of its Subsidiaries or any employee benefit plans of the
      Company; or

            (ii) any consolidation or merger of the Company with or into any
      other person, any merger of another person into the Company, or any
      conveyance, transfer, sale, lease or other disposition of all or
      substantially all of the Company's properties and assets to another
      person, other than:

                        (A) any transaction (1) that does not result in any
                  reclassification, conversion, exchange or cancellation of
                  outstanding shares of the Capital Stock of the Company and (2)
                  pursuant to which holders of the Capital Stock of the Company
                  immediately prior to the transaction have the entitlement to
                  exercise, directly or indirectly, 50% or more of the total
                  voting power of all shares of the Capital Stock of the Company
                  entitled to vote generally in the election of directors of the
                  continuing or surviving person immediately after the
                  transaction;

                        (B) any merger solely for the purpose of changing the
                  Company's jurisdiction of incorporation and resulting in a
                  reclassification, conversion or exchange of outstanding shares
                  of Common Stock solely into shares of Common Stock of the
                  surviving entity; or

                        (C) in the case of a merger or consolidation, all of the
                  consideration (excluding cash payments for fractional shares)
                  in the merger or consolidation constituting such change in
                  control consists of common stock traded on a United States
                  national securities exchange or quoted on the Nasdaq National
                  Market, or which will be so traded or quoted when issued or
                  exchanged in connection with such change in


                                       29
<PAGE>

                  control, and as a result of such transaction or transactions,
                  the Notes become convertible solely into such common stock;

            (iii) during any consecutive two-year period, individuals who at the
      beginning of that two-year period constituted the Board of Directors
      (together with any new directors whose election to the Board of Directors,
      or whose nomination for election by the shareholders of the Company, was
      approved by a vote of a majority of the directors then still in office who
      were either directors at the beginning of such period or whose election or
      nomination for election were previously so approved) cease for any reason
      to constitute a majority of the Board of Directors then in office; or

            (iv) the Company is liquidated or dissolved or a resolution is
      passed by the Company's stockholders approving a plan of liquidation or
      dissolution of the Company other than in a transaction which complies with
      the provisions described in Article 5 of the Indenture.

Beneficial ownership shall be determined in accordance with Rule 13d-3
promulgated by the SEC under the Exchange Act. The term "person" shall include
any syndicate or group that would be deemed to be a "person" under Section
13(d)(3) of the Exchange Act.

            (b) The following are conditions to the Company's election to pay
for the Change in Control Repurchase Price in Common Stock:

            (i) The shares of Common Stock to be issued upon repurchase of Notes
      hereunder:

                        (A) shall not require registration under any federal
                  securities law before such shares may be freely transferable
                  without being subject to any transfer restrictions under the
                  Securities Act upon repurchase or, if such registration is
                  required, such registration shall be completed and shall
                  become effective prior to the Change in Control Repurchase
                  Date; and

                        (B) shall not require registration with, or approval of,
                  any governmental authority under any state law or any other
                  federal law before shares may be validly issued or delivered
                  upon repurchase or if such registration is required or such
                  approval must be obtained, such registration shall be
                  completed or such approval shall be obtained prior to the
                  Change in Control Repurchase Date.

            (ii) The shares of Common Stock to be listed upon repurchase of
      Notes hereunder are, or shall have been, approved for listing on the
      Nasdaq National Market or the New York Stock Exchange or listed on another
      national securities exchange, in any case, prior to the Change in Control
      Repurchase Date.

            (iii) All shares of Common Stock which may be issued upon repurchase
      of Notes will be issued out of the Company's authorized but unissued
      Common Stock and will, upon issue, be duly and validly issued and fully
      paid and nonassessable and free of any preemptive or similar rights.


                                       30
<PAGE>

            (iv) If any of the conditions set forth in clauses (i) through (iii)
      of this Section 3.08(b) are not satisfied in accordance with the terms
      thereof, the Change in Control Repurchase Price shall be paid by the
      Company only in cash.

            (c) Unless the Company shall have theretofore called for redemption
all of the outstanding Notes, prior to or on the 30th day after the occurrence
of a Change in Control, the Company, or, at the written request and expense of
the Company prior to or on the 30th day after such occurrence, the Trustee,
shall give to all Noteholders, in the manner provided in Section 12.02 hereof,
notice of the occurrence of the Change in Control and of the repurchase right
set forth herein arising as a result thereof. The Company shall also deliver a
copy of such notice of a repurchase right to the Trustee. The notice shall
include a form of Change in Control Repurchase Notice (as defined in Section
3.10(d)) to be completed by the Noteholder and shall state:

            (1) briefly, the events causing a Change in Control and the date of
      such Change in Control;

            (2) the date by which the Change in Control Repurchase Notice
      pursuant to this Section 3.10 must be given;

            (3) the Change in Control Repurchase Date;

            (4) the Change in Control Repurchase Price;

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

            (6) the Conversion Price and any adjustments thereto;

            (7) that Notes as to which a Change in Control Repurchase Notice has
      been given may be converted pursuant to Article 10 hereof only if the
      Change in Control Repurchase Notice has been withdrawn in accordance with
      the terms of this Indenture;

            (8) that Notes must be surrendered to the Paying Agent to collect
      payment;

            (9) that the Change in Control Repurchase Price for any Note as to
      which a Change in Control Repurchase Notice has been duly given and not
      withdrawn will be paid promptly following the later of the Change in
      Control Repurchase Date and the time of surrender of such Note as
      described in (8) above;

            (10) briefly, the procedures the Holder must follow to exercise
      rights under this Section 3.08;

            (11) briefly, the conversion rights of the Notes;

            (12) the procedures for withdrawing a Change in Control Repurchase
      Notice;


                                       31
<PAGE>

            (13) that, unless the Company defaults in making payment of such
      Redemption Price, interest on Notes called for redemption will cease to
      accrue on and after the Redemption Date;

            (14) the CUSIP number of the Notes; and

            (15) whether the Change of Control Repurchase Price shall be paid by
      the Company in cash or by delivery of shares of Common Stock or a
      combination thereof, and if a combination thereof, such notice shall
      provide the proportion of cash and Common Stock.

            (d) A Holder may exercise its rights specified in Section 3.10(a)
hereof upon delivery of a written notice of purchase (a "Change in Control
Repurchase Notice") to the Paying Agent at any time prior to the close of
business on the Change in Control Repurchase Date, stating:

            (1) the certificate number of the Note which the Holder will deliver
      to be purchased;

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

            (3) that such Note shall be purchased pursuant to the terms and
      conditions specified in paragraph 6 on the reverse side of the Notes.

            The delivery of such Note to the Paying Agent prior to, on or after
the Change in Control Repurchase Date (together with all necessary endorsements)
at the offices of the Paying Agent shall be a condition to the receipt by the
Holder of the Change in Control Repurchase Price therefor; provided, however,
that such Change in Control Repurchase Price shall be so paid pursuant to this
Section 3.10 only if the Note so delivered to the Paying Agent shall conform in
all respects to the description thereof set forth in the related Change in
Control Repurchase Notice.

            The Company shall purchase from the Holder thereof, pursuant to this
Section 3.10, a portion of a Note if the principal amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Note also apply to the purchase of such
portion of such Note.

            Any purchase by the Company contemplated pursuant to the provisions
of this Section 3.10 shall be consummated by the delivery of the consideration
to be received by the Holder promptly following the later of the Change in
Control Repurchase Date and the time of delivery of the Note to the Paying Agent
in accordance with this Section 3.10.

            Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Repurchase Notice
contemplated by this Section 3.10(d) shall have the right to withdraw such
Change in Control Repurchase Notice at any time prior to the close of business
on the Change in Control Repurchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.11.


                                       32
<PAGE>

            The Paying Agent shall promptly notify the Company of the receipt by
it of any Change in Control Repurchase Notice or written withdrawal thereof.

            SECTION 3.11 Effect of Change in Control Repurchase Notice. Upon
                         ---------------------------------------------
receipt by the Paying Agent of the Change in Control Repurchase Notice specified
in Section 3.10(d), the Holder of the Note in respect of which such Change in
Control Repurchase Notice was given shall (unless such Change in Control
Repurchase Notice is withdrawn as specified in the following two paragraphs)
thereafter be entitled to receive solely the Change in Control Repurchase Price
with respect to such Note. Such Change in Control Repurchase Price shall be paid
to such Holder, subject to receipt of consideration for the Notes and/or Notes
from the Holders by the Paying Agent, promptly following the later of (x) the
Change in Control Repurchase Date with respect to such Note (provided the
conditions in Section 3.10(d) have been satisfied) and (y) the time of delivery
of such Note to the Paying Agent by the Holder thereof in the manner required by
Section 3.10(d). Notes in respect of which a Change in Control Repurchase
Notice, has been given by the Holder thereof may not be converted pursuant to
Article 10 hereof on or after the date of the delivery of such Change in Control
Repurchase Notice unless such Change in Control Repurchase Notice has first been
validly withdrawn as specified in the following two paragraphs.

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

            (1) the certificate number of the Note in respect of which such
      notice of withdrawal is being submitted,

            (2) the principal amount of the Note with respect to which such
      notice of withdrawal is being submitted, and

            (3) the principal amount, if any, of such Note which remains subject
      to the original Change in Control Repurchase Notice and which has been or
      will be delivered for purchase by the Company.

            There shall be no repurchase of any Notes pursuant to Section 3.10
if there has occurred (prior to, on or after, as the case may be, the giving, by
the Holders of such Notes, of the required Change in Control Repurchase Notice)
and is continuing an Event of Default (other than a default in the payment of
the Change in Control Repurchase Price with respect to such Notes). The Paying
Agent will promptly return to the respective Holders thereof any Notes (x) with
respect to which a Change in Control Repurchase Notice has been withdrawn in
compliance with this Indenture, or (y) held by it during the continuance of an
Event of Default (other than a default in the payment of the Change in Control
Repurchase Price with respect to such Notes) in which case, upon such return,
the Change in Control Repurchase Notice with respect thereto shall be deemed to
have been withdrawn.

            SECTION 3.12 Deposit of Change in Control Repurchase Price. Prior to
                         ---------------------------------------------
11:00 a.m. (New York City time) on the Business Day following the Change in
Control


                                       33
<PAGE>

Repurchase Date the Company shall deposit with the Trustee or with the Paying
Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is
acting as the Paying Agent, shall segregate and hold in trust as provided in
Section 2.04) an amount of money (in immediately available funds if deposited on
such Business Day) or Common Stock, or a combination thereof, if permitted
hereunder, sufficient to pay the aggregate Change in Control Repurchase Price of
all the Notes or portions thereof which are to be purchased as of the Change in
Control Repurchase Date.

            SECTION 3.13 Notes Purchased in Part. Any Note which is to be
                         -----------------------
purchased only in part shall be surrendered at the office of the Paying Agent
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Note, without service charge, a
new Note or Notes, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Note so surrendered which is not purchased.

            SECTION 3.14 Covenant to Comply with Securities Laws upon Purchase
                         -----------------------------------------------------
of Notes. In connection with any offer to purchase or repurchase of Notes under
--------
Section 3.10 hereof (provided that such offer or purchase constitutes an "issuer
tender offer" for purposes of Rule 13e-4 (which term, as used herein, includes
any successor provision thereto) under the Exchange Act at the time of such
offer or purchase), the Company shall (i) comply with Rule 13e-4, Rule 14e-1 and
any other tender offer rules under the Exchange Act which may then be
applicable, (ii) file the related Schedule TO (or any successor schedule, form
or report) or any other schedule required under the Exchange Act, and (iii)
otherwise comply with all federal and state securities laws so as to permit the
rights and obligations under Section 3.10 to be exercised in the time and in the
manner specified in Section 3.10.

            SECTION 3.15 Repayment to the Company. The Trustee and the Paying
                         ------------------------
Agent shall return to the Company any cash or shares of Common Stock that remain
unclaimed as provided in paragraph 12 of the Notes, together with interest or
dividends, if any, thereon, held by them for the payment of the Change in
Control Repurchase Price; provided, however, that to the extent that the
aggregate amount of cash or shares of Common Stock deposited by the Company
pursuant to Section 3.12 exceeds the aggregate Change in Control Repurchase
Price of the Notes or portions thereof which the Company is obligated to
purchase as of the Change in Control Repurchase Date then promptly after the
Business Day following the Change in Control Repurchase Date the Trustee shall
return any such excess to the Company together with interest or dividends, if
any, thereon.

                                    ARTICLE 4

                                    COVENANTS

            SECTION 4.01 Payment of Principal, Premium, Interest on the Notes.
                         ----------------------------------------------------
The Company will duly and punctually pay the principal of and premium, if any,
and interest at the Interest Rate in respect of the Notes in accordance with the
terms of the Notes and this Indenture.


                                       34
<PAGE>

The Company will deposit or cause to be deposited with the Trustee as directed
by the Trustee, no later than 11:00 a.m., New York time on the day of the Stated
Maturity of any Note or installment of interest, all payments so due. Principal
amount, Redemption Price, Change in Control Repurchase Price, and cash interest
shall be considered paid on the applicable date due if at 11:00 a.m., New York
time on such date (or, in the case of a Change in Control Repurchase Price on
the Business Day following the applicable Change in Control Repurchase Date) the
Trustee or the Paying Agent holds, in accordance with this Indenture, money or
Notes, if permitted hereunder, sufficient to pay all such amounts then due.

            The Company shall, to the extent permitted by law, pay cash interest
on overdue amounts at the rate per annum set forth in paragraph 1 on the reverse
side of the Notes, compounded semiannually, which interest shall accrue from the
date such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such overdue
interest shall be payable on demand.

            SECTION 4.02 SEC and Other Reports. The Company shall file with the
                         ---------------------
Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report 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. If at any time the Company is not
subject to Section 13 or 15(d) of the Exchange Act, such reports shall be
provided at the times the Company would have been required to provide reports
had it continued to have been subject to such reporting requirements. The
Company also shall comply with the other provisions of TIA Section 314(a).

            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
(beginning with the fiscal year ending on March 31, 2002) an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

            SECTION 4.04 Further Instruments and Acts. Upon request of the
                         ----------------------------
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

            SECTION 4.05 Maintenance of Office or Agency. The Company will
                         -------------------------------
maintain in the Borough of Manhattan, the City of New York, an office or agency
of the Trustee, Registrar, Paying Agent and Conversion Agent where Notes may be
presented or surrendered for payment, where Notes may be surrendered for
registration of transfer, exchange, purchase, redemption or conversion and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The office of State Street Bank and Trust Company,
N.A., located at 61 Broadway, 15th Floor, New York, NY 10006, attention:
Corporate Trust Department, shall initially be such office or agency for all of
the aforesaid purposes. The Company shall give prompt written notice to the
Trustee of the location, and of any change in the location, of any such office
or agency (other than a change in the location of the office of the


                                       35
<PAGE>

Trustee). If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 12.02.

            The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York, for such purposes.

            SECTION 4.06 Delivery of Certain Information. At any time when the
                         -------------------------------
Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a holder or any beneficial holder of Notes or shares of Common Stock
issued upon conversion thereof, the Company will promptly furnish or cause to be
furnished Rule 144A Information (as defined below) to such Holder or any
beneficial holder of Notes or holder of shares of Common Stock issued upon
conversion of Notes, or to a prospective purchaser of any such security
designated by any such holder, as the case may be, to the extent required to
permit compliance by such Holder or holder with Rule 144A under the Securities
Act in connection with the resale of any such security. "Rule 144A Information"
shall be such information as is specified pursuant to Rule 144A(d)(4) under the
Securities Act.

                                    ARTICLE 5

                              SUCCESSOR CORPORATION

            SECTION 5.01 When Company May Merge or Transfer Assets. The Company
                         -----------------------------------------
shall not consolidate with, merge with or into any other person or convey,
transfer or lease its properties and assets substantially as an entirety to any
person, unless:

            (a) either (1) the Company shall be the continuing corporation or
      (2) the person (if other than the Company) formed by such consolidation or
      into which the Company is merged or the person which acquires by
      conveyance, transfer or lease the properties and assets of the Company
      substantially as an entirety (i) shall be organized and validly existing
      under the laws of the United States and (ii) shall expressly assume, by an
      indenture supplemental hereto, executed and delivered to the Trustee, in
      form reasonably satisfactory to the Trustee, all of the obligations of the
      Company under the Notes and this Indenture;

            (b) at the time of such transaction, no Event of Default and no
      event which, after notice or lapse of time, would become an Event of
      Default, shall have happened and be continuing; and

            (c) the Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger, conveyance, transfer or lease and, if a
      supplemental indenture is required in connection with such transaction,
      such supplemental indenture, comply with this Article 5 and that all
      conditions precedent herein provided for relating to such transaction have
      been satisfied.


                                       36
<PAGE>

            For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise) of the properties and assets of one or more Subsidiaries
(other than to the Company or another Subsidiary), which, if such assets were
owned by the Company, would constitute all or substantially all of the
properties and assets of the Company, shall be deemed to be the transfer of all
or substantially all of the properties and assets of the Company.

            The successor person formed by such consolidation or into which the
Company is merged or the successor person to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if
such successor had been named as the Company herein; and thereafter, except in
the case of a lease and obligations the Company may have under a supplemental
indenture pursuant to Section 10.11, the Company shall be discharged from all
obligations and covenants under this Indenture and the Notes. Subject to Section
9.06, the Company, the Trustee and the successor person shall enter into a
supplemental indenture to evidence the succession and substitution of such
successor person and such discharge and release of the Company.

                                  ARTICLE 6

                              DEFAULTS AND REMEDIES

            SECTION 6.01 Events of Default. An "Event of Default" occurs if:
                         -----------------

            (1) the Company fails to pay when due the principal of or premium,
      if any, on any of the Notes at maturity, upon redemption or exercise of a
      repurchase right or otherwise, whether or not such payment is prohibited
      by Article 11 of this Indenture;

            (2) the Company fails to pay an installment of interest (including
      liquidated damages, if any) on any of the Notes that continues for 30 days
      after the date when due, whether or not such payment is prohibited by
      Article 11 of this Indenture;

            (3) the Company fails to deliver shares of Common Stock, together
      with cash in lieu of fractional shares, when such Common Stock or cash in
      lieu of fractional shares is required to be delivered upon conversion of a
      Note and such failure continues for 10 days after such delivery date;

            (4) the Company fails to perform or observe any other term, covenant
      or agreement contained in the Notes or this Indenture for a period of 60
      days after receipt by the Company of a Notice of Default (as defined in
      this Section 6.01);

            (5) (A) one or more defaults in the payment of principal of or
      premium, if any, on any of the Company's Indebtedness aggregating $5.0
      million or more, when the same becomes due and payable at the
      scheduled maturity thereof, and such default or defaults shall have
      continued after any applicable grace period and shall not have been cured
      or waived within a 30-day period after the date of a Notice of Default or
      (B) any of the Company's Indebtedness aggregating $5.0 million or more
      shall have been accelerated or otherwise declared due and payable, or
      required to be prepaid or repurchased (other than by regularly scheduled
      required prepayment) prior to the


                                       37
<PAGE>

      scheduled maturity thereof and such acceleration is not rescinded or
      annulled within a 30-day period after a Notice of Default;

            (6) the Company, or any Significant Subsidiary, or any Subsidiaries
      of the Company which in the aggregate would constitute a Significant
      Subsidiary pursuant to or under or within the meaning of any Bankruptcy
      Law:

                        (A) commences a voluntary case or proceeding;

                        (B) consents to the entry of an order for relief against
                  it in an involuntary case or proceeding or the commencement of
                  any case against it;

                        (C) consents to the appointment of a Custodian of it or
                  for any substantial part of its property;

                        (D) makes a general assignment for the benefit of its
                  creditors;

                        (E) files a petition in bankruptcy or answer or consent
                  seeking reorganization or relief; or

                        (F) consents to the filing of such a petition or the
                  appointment of or taking possession by a Custodian; or

            (7) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                        (A) is for relief against the Company or any Significant
                  Subsidiary or any Subsidiaries of the Company which in the
                  aggregate would constitute a Significant Subsidiary in an
                  involuntary case or proceeding, or adjudicates the Company or
                  any Significant Subsidiary or any Subsidiaries of the Company
                  which in the aggregate would constitute a Significant
                  Subsidiary insolvent or bankrupt;

                        (B) appoints a Custodian of the Company or any
                  Significant Subsidiary or any Subsidiaries of the Company
                  which in the aggregate would constitute a Significant
                  Subsidiary or for any substantial part of its or their
                  properties; or

                        (C) orders the winding up or liquidation of the Company
                  or any Significant Subsidiary or any Subsidiaries of the
                  Company which in the aggregate would constitute a Significant
                  Subsidiary;

      and the order or decree remains unstayed and in effect for 60 days.

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


                                       38
<PAGE>

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

            A Default under clause (4) or (5) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate principal amount of the Notes at the time outstanding notify the
Company and the Trustee, of the Default and the Company does not cure such
Default (and such Default is not waived) within the time specified in clause (4)
or (5) above after actual receipt of such notice. Any such notice must specify
the Default, demand that it be remedied and state that such notice is a "Notice
of Default".

            The Company will deliver to the Trustee, within five Business Days
of becoming aware of the occurrence of an Event of Default, written notice
thereof. In addition, the Company shall deliver to the Trustee, within 30 days
after it becomes aware of the occurrence thereof, written notice of any event
which with the lapse of time would become an Event of Default under clause (4)
or (5) above, its status and what action the Company is taking or proposes to
take with respect thereto.

            SECTION 6.02 Acceleration. If an Event of Default (other than an
                         ------------
Event of Default specified in Section 6.01(6) or (7)) occurs and is continuing,
the Trustee by notice to the Company, or the Holders of at least 25% in
aggregate principal amount of the Notes at the time outstanding by notice to the
Company and the Trustee, may declare the Notes due and payable at their
principal amount together with accrued interest. Upon a declaration of
acceleration, such principal and accrued and unpaid interest to the date of
payment shall be immediately due and payable.

            If an Event of Default specified in Section 6.01(6) or (7) above
occurs and is continuing, then the principal and the interest on all the Notes
shall become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Noteholders.

            The Holders of a majority in aggregate principal amount of the Notes
at the time outstanding, by notice to the Trustee (and without notice to any
other Noteholder) may rescind or annul 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 the
principal and any accrued cash interest that have become due solely as a result
of acceleration and if all amounts due to the Trustee under Section 7.06 have
been paid. No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

            SECTION 6.03 Other Remedies. If an Event of Default occurs and is
                         --------------
continuing, the Trustee may pursue any available remedy to collect the payment
of the principal, the premium, if any, and any accrued cash interest on the
Notes or to enforce the performance of any provision of the Notes or this
Indenture.

            The Trustee may maintain a proceeding even if the Trustee does not
possess any of the Notes or produce any of the Notes in the proceeding. A delay
or omission by the Trustee or any Noteholder in exercising any right or remedy
accruing upon an Event of Default shall not


                                       39
<PAGE>

impair the right or remedy or constitute a waiver of, or acquiescence in, the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative.

            SECTION 6.04 Waiver of Past Defaults. The Holders of a majority in
                         -----------------------
aggregate principal amount of the Notes at the time outstanding, by notice to
the Trustee (and without notice to any other Noteholder), may waive an existing
Default and its consequences except (1) an Event of Default described in Section
6.01(1) or (2), (2) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Noteholder affected or (3) a
Default which constitutes a failure to convert any Note in accordance with the
terms of Article 10. When a Default is waived, it is deemed cured, but no such
waiver shall extend to any subsequent or other Default or impair any consequent
right. This Section 6.04 shall be in lieu of Section 316(a)1(B) of the TIA and
such Section 316(a)1(B) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

            SECTION 6.05 Control by Majority. The Holders of a majority in
                         -------------------
aggregate principal amount of the Notes at the time outstanding may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines in good faith is unduly
prejudicial to the rights of other Noteholders or would involve the Trustee in
personal liability unless the Trustee is offered indemnity reasonably
satisfactory to it against loss, liability or expense. This Section 6.05 shall
be in lieu of Section 316(a)1(A) of the TIA and such Section 316(a)1(A) is
hereby expressly excluded from this Indenture, as permitted by the TIA.

            SECTION 6.06 Limitation on Suits. A Noteholder may not pursue any
                         -------------------
remedy with respect to this Indenture or the Notes unless:

            (1) the Holder gives to the Trustee written notice stating that an
      Event of Default is continuing;

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

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

            (4) the Trustee does not comply with the request within 60 days
      after receipt of such notice, request and offer of security or indemnity;
      and

            (5) the Holders of a majority in aggregate principal amount of the
      Notes at the time outstanding do not give the Trustee a direction
      inconsistent with the request during such 60-day period.

            A Noteholder may not use this Indenture to prejudice the rights of
any other Noteholder or to obtain a preference or priority over any other
Noteholder.

            SECTION 6.07 Rights of Holders to Receive Payment. Notwithstanding
                         ------------------------------------
any other provision of this Indenture, the right of any Holder to receive
payment of the principal


                                       40
<PAGE>

amount, premium, if any, plus Redemption Price, Change in Control Repurchase
Price or any accrued cash interest in respect of the Notes held by such Holder,
on or after the respective due dates expressed in the Notes or any Redemption
Date, and to convert the Notes in accordance with Article 10, or to bring suit
for the enforcement of any such payment on or after such respective dates or the
right to convert, shall not be impaired or affected adversely without the
consent of such Holder.

            SECTION 6.08 Collection Suit by Trustee. If an Event of Default
                         --------------------------
described in Section 6.01(1) or (2) 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 owing with respect to the Notes and the amounts
provided for in Section 7.06.

            SECTION 6.09 Trustee May File Proofs of Claim. In case of the
                         --------------------------------
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Notes or the
property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal amount, Redemption Price, Change in
Control Repurchase Price or any accrued cash interest in respect of the Notes
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any such amount) shall be entitled and empowered,
by intervention in such proceeding or otherwise,

            (a) to file and prove a claim for the whole amount of the principal
      amount, Redemption Price, Change in Control Repurchase Price or any
      accrued cash interest and to file such other papers or documents as may be
      necessary or advisable in order to have the claims of the Trustee
      (including any claim for the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel or any
      other amounts due the Trustee under Section 7.06) and of the Holders
      allowed in such judicial proceeding, and

            (b) to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.06.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

            SECTION 6.10 Priorities. If the Trustee collects any money pursuant
                         ----------
to this Article 6, it shall pay out the money in the following order:


                                       41
<PAGE>

            (1) to the Trustee for amounts due under Section 7.06;

            (2) to Noteholders for amounts due and unpaid on the Notes for the
      principal amount, Redemption Price, Change in Control Purchase Price or
      any accrued cash interest as the case may be, ratably, without preference
      or priority of any kind, according to such amounts due and payable on the
      Notes; and

            (3) the balance, if any, to the Company.

            The Trustee may fix a record date and payment date for any payment
to Noteholders pursuant to this Section 6.10. At least 15 days before such
record date, the Trustee shall mail to each Noteholder and the Company a notice
that states the record date, the payment date and the amount to be paid.

            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 Trustee, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
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 aggregate principal amount of the
Notes at the time outstanding. This Section 6.11 shall be in lieu of Section
315(e) of the TIA and such Section 315(e) is hereby expressly excluded from this
Indenture, as permitted by the TIA.

            SECTION 6.12 Waiver of Stay, Extension or Usury Laws. The Company
                         ---------------------------------------
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the principal amount,
Redemption Price, Change in Control Repurchase Price or any accrued cash
interest in respect of Notes, or any interest on such amounts, as contemplated
herein, or which may affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

                                    ARTICLE 7

                                     TRUSTEE

            SECTION 7.01 Duties and Responsibilities of the Trustee; During
                         --------------------------------------------------
Default; Prior to Default. The Trustee, prior to the occurrence of an Event of
-------------------------
Default hereunder and after the curing or waiving of all such Events of Default
which may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture. In case an


                                       42
<PAGE>

Event of Default hereunder has occurred (which has not been cured or waived),
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

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

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

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

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

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

            (c) the Trustee shall not be liable with respect to any action taken
      or omitted to be taken by it in good faith in accordance with the
      direction of the Holders pursuant to Section 6.05 relating to the time,
      method and place of conducting any proceeding for any remedy available to
      the Trustee, or exercising any trust or power conferred upon the Trustee,
      under this Indenture.

            None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

            The provisions of this Section 7.01 are in furtherance of and
subject to Sections 315 and 316 of the TIA.

            SECTION 7.02 Certain Rights of the Trustee. In furtherance of and
                         -----------------------------
subject to the TIA and subject to Section 7.01:


                                       43
<PAGE>

            (a) the Trustee may rely, and shall be protected in acting or
      refraining from acting upon, any resolution, Officers' Certificate or any
      other certificate, statement, instrument, opinion, report, notice,
      request, consent, order, bond, debenture, note, coupon, Note or other
      paper or document believed by it to be genuine and to have been signed or
      presented by the proper party or parties;

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

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

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

            (e) the Trustee shall not be liable for any action taken or omitted
      by it in good faith and believed by it to be authorized or within the
      discretion, rights or powers conferred upon it by this Indenture;

            (f) prior to the occurrence of an Event of Default hereunder and
      after the curing or waiving of all such Events of Default, the Trustee
      shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion,
      report, notice, request, consent, order, approval, appraisal, bond,
      debenture, note, coupon, security, or other paper or document unless
      requested in writing to do so by the Holders of not less than a majority
      in aggregate principal amount of the Notes then outstanding; provided
      that, if the payment within a reasonable time to the Trustee of the costs,
      expenses or liabilities likely to be incurred by it in the making of such
      investigation is, in the opinion of the Trustee, not reasonably assured to
      the Trustee by the security afforded to it by the terms of this Indenture,
      the Trustee may require reasonable indemnity against such expenses or
      liabilities as a condition to proceeding; the reasonable expenses of every
      such investigation shall be paid by the Company or, if paid by the Trustee
      or any predecessor trustee, shall be repaid by the Company upon demand;
      and

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


                                       44
<PAGE>

            SECTION 7.03 Trustee Not Responsible for Recitals, Disposition of
                         ----------------------------------------------------
Notes or Application of Proceeds Thereof. The recitals contained herein and in
----------------------------------------
the Notes, except the Trustee's certificates of authentication, shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Notes. The Trustee shall not
be accountable for the use or application by the Company of any of the Notes or
of the proceeds thereof.

            SECTION 7.04 Trustee and Agents May Hold Notes; Collections, etc.
                         ---------------------------------------------------
The Trustee or any agent of the Company or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Notes with the same rights it
would have if it were not the Trustee or such agent and, subject to Sections
7.08 and 7.13, if operative, may otherwise deal with the Company and receive,
collect, hold and retain collections from the Company with the same rights it
would have if it were not the Trustee or such agent.

            SECTION 7.05 Moneys Held by Trustee. Subject to the provisions of
                         ----------------------
Section 8.02 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Company or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

            SECTION 7.06 Compensation and Indemnification of Trustee and Its
                         ---------------------------------------------------
Prior Claim. The Company covenants and agrees to pay to the Trustee from time to
-----------
time, and the Trustee shall be entitled to, such compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) to be agreed to in writing by the Trustee and the Company, and
the Company covenants and agrees to pay or reimburse the Trustee and each
predecessor Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including (i) the reasonable compensation and
the expenses and disbursements of its counsel and of all agents and other
persons not regularly in its employ and (ii) interest at the prime rate on any
disbursements and advances made by the Trustee and not paid by the Company
within 5 days after receipt of an invoice for such disbursement or advance)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Company also covenants to indemnify the Trustee and
each predecessor Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and its duties hereunder, including the costs
and expenses of defending itself against or investigating any claim of liability
in the premises. The obligations of the Company under this Section 7.06 to
compensate and indemnify the Trustee and each predecessor Trustee and to pay or
reimburse the Trustee and each predecessor Trustee for expenses, disbursements
and advances shall constitute additional indebtedness hereunder and shall
survive the satisfaction and discharge of this Indenture. Such additional
indebtedness shall be a senior claim to that of the Notes upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the benefit of the Holders of particular Notes, and the Notes are hereby
effectively subordinated to such senior claim to such extent. The provisions of
this Section 7.06 shall survive the termination of this Indenture. When the
Trustee incurs expenses or renders services


                                       45
<PAGE>

in connection with an Event of Default specified in Section 6.01 or in
connection with Article Six hereof, the expenses (including the reasonable fees
and expenses of its counsel) and the compensation for services in connection
therewith are to constitute expenses of administration under any bankruptcy law.

            SECTION 7.07 Right of Trustee to Rely on Officers' Certificate, etc.
                         ------------------------------------------------------
Subject to Sections 7.01 and 7.02, whenever in the administration of the trusts
of this Indenture the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee.

            SECTION 7.08 Conflicting Interests. If the Trustee has or shall
                         ---------------------
acquire a conflicting interest within the meaning of the TIA, the Trustee shall
either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the TIA.

            SECTION 7.09 Persons Eligible for Appointment as Trustee. The
                         -------------------------------------------
Trustee shall at all times be a corporation or banking association having a
combined capital and surplus of at least $10,000,000. If such corporation or
banking association publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then, for the purposes of this Section 7.09, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.09, the Trustee shall resign immediately in the
manner and with the effect specified in Section 7.10.

            SECTION 7.10 Resignation and Removal; Appointment of Successor
                         -------------------------------------------------
Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at
-------
any time resign with respect to one or more or all series of Notes by giving
written notice of resignation to the Company and by mailing notice thereof by
first class mail to the Holders of Notes at their last addresses as they shall
appear on the Note register. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee or trustees by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee or trustees. If no successor trustee shall have
been so appointed and have accepted appointment within 30 days after the mailing
of such notice of resignation, the resigning trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee, or any
Noteholder who has been a bona fide Holder of a Note for at least six months
may, subject to the provisions of Section 7.11, on behalf of himself and all
others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee.

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


                                       46
<PAGE>

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

            (ii) the Trustee shall cease to be eligible in accordance with the
      provisions of Section 7.09 and shall fail to resign after written request
      therefor by the Company or by any Noteholder; or

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

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Company, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to the provisions of Section 7.11, any Noteholder who has been a bona
fide Holder of a Note for at least six months may on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee. If no successor trustee
shall have been appointed and have accepted appointment within 30 days after a
notice of removal has been given, the removed trustee may petition a court of
competent jurisdiction for the appointment of a successor trustee.

            (c) The Holders of a majority in aggregate principal amount of the
Notes at the time outstanding may at any time remove the Trustee and appoint a
successor trustee by delivering to the Trustee so removed, to the successor
trustee so appointed and to the Company the evidence provided for in Section
1.05 of the action in that regard taken by the Noteholders.

            (d) Any resignation or removal of the Trustee and any appointment of
a successor trustee pursuant to any of the provisions of this Section 7.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 7.11.

            SECTION 7.11 Acceptance of Appointment by Successor Trustee. Any
                         ----------------------------------------------
successor trustee appointed as provided in Section 7.10 shall execute and
deliver to the Company and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee hereunder; but, nevertheless, on the written
request of the Company or of the successor trustee, upon payment of its charges
then unpaid, the trustee ceasing to act shall pay over to the successor trustee
all moneys at the time held by it hereunder and shall execute and deliver an
instrument transferring to such successor trustee all such rights, powers,
duties and obligations. Upon request of any such successor trustee, the Company
shall execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor trustee all such rights and powers.
Any trustee ceasing to act shall, nevertheless, retain


                                       47
<PAGE>

a prior claim upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 7.06.

            No successor trustee shall accept appointment as provided in this
Section 7.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09.

            Upon acceptance of appointment by any successor trustee as provided
in this Section 7.11, the Company shall mail notice thereof by first class mail
to the Holders of Notes at their last addresses as they shall appear in the
register. If the acceptance of appointment is substantially contemporaneous with
the resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 7.10. If the Company fails to
mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Company.

            SECTION 7.12 Merger, Conversion, Consolidation or Succession to
                         --------------------------------------------------
Business of Trustee. Any corporation or banking association into which the
-------------------
Trustee may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or
banking association succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation or banking association shall be qualified under
the provisions of Section 7.08 and eligible under the provisions of Section
7.09, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case at the time such successor to the Trustee shall succeed
to the trusts created by this Indenture any of the Notes shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee and deliver such Notes
so authenticated; and, in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor
Trustee; and in all such cases such certificate shall have the full force and
effect that this Indenture provides for the certificate of authentication of the
Trustee; provided, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

            SECTION 7.13 Preferential Collection of Claims Against the Company.
                         -----------------------------------------------------
The Trustee shall comply with the provisions of Section 311 of the TIA.

            SECTION 7.14 Reports by the Trustee. (a) The Trustee shall transmit
                         ----------------------
to Holders and other persons such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the TIA on or before July 15
in each year that such report is required, such reports to be dated as of the
immediately preceding May 15.

            (b) A copy of each such report shall, at the time of such
transmission to Noteholders, be furnished to the Company and be filed by the
Trustee with each stock exchange


                                       48
<PAGE>

upon which the Notes are listed and also with the SEC. The Company agrees to
notify the Trustee when and as the Notes become admitted to trading on any
national securities exchange.

            SECTION 7.15 Trustee to Give Notice of Default, But May Withhold in
                         ------------------------------------------------------
Certain Circumstances. The Trustee shall transmit to the Noteholders, as the
---------------------
names and addresses of such Holders appear on the Note register, notice by mail
of all Defaults which have occurred, such notice to be transmitted within 90
days after the occurrence thereof, unless such defaults shall have been cured
before the giving of such notice; provided that, except in the case of Default
in the payment of the principal of, interest on, or other similar obligation
with respect to, any of the Notes, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee,
or a trust committee of directors or trustees and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
best interests of the Noteholders.

                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

            SECTION 8.01 Discharge of Liability on Notes. When (i) the Company
                         -------------------------------
delivers to the Trustee all outstanding Notes (other than Notes replaced
pursuant to Section 2.07) for cancellation or (ii) all outstanding Notes will
become due and payable within one year of their Stated Maturity or (iii) all
outstanding Notes are scheduled for redemption within one year and, in all
cases, the Company deposits with the Trustee cash or, if expressly permitted by
the terms of the Notes, Common Stock sufficient to pay all amounts due and owing
on all outstanding Notes (other than Notes replaced pursuant to Section 2.07),
and if in any case the Company pays all other sums payable hereunder by the
Company, then this Indenture shall, subject to Section 7.06, cease to be of
further effect. The Trustee shall join in the execution of a document prepared
by the Company acknowledging satisfaction and discharge of this Indenture on
demand of the Company accompanied by an Officers' Certificate and Opinion of
Counsel and at the cost and expense of the Company.

            SECTION 8.02 Repayment of the Company. The Trustee and the Paying
                         ------------------------
Agent shall return to the Company upon written request any money or securities
held by them for the payment of any amount with respect to the Notes that
remains unclaimed for two years, subject to applicable unclaimed property law.
After return to the Company, Holders entitled to the money or securities must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person and the Trustee and the Paying
Agent shall have no further liability to the Noteholders with respect to such
money or securities for that period commencing after the return thereof.

                                    ARTICLE 9

                                   AMENDMENTS

            SECTION 9.01 Without Consent of Holders. The Company and the Trustee
                         --------------------------
may amend this Indenture or the Notes without the consent of any Noteholder for
the purposes of, among other things:


                                       49
<PAGE>

            (1) adding to the Company's covenants for the benefit of the
      Holders;

            (2) surrendering any right or power conferred upon the Company;

            (3) providing for conversion rights of Holders if any
      reclassification or change of Common Stock or any consolidation, merger or
      sale of all or substantially all of the Company's assets occurs;

            (4) reducing the Conversion Price, provided that the reduction will
      not adversely affect the interests of Holders in any material respect;

            (5) complying with the requirements of the SEC in order to effect or
      maintain the qualification of this Indenture under the TIA;

            (6) making any changes or modifications to this Indenture necessary
      in connection with the registration of the Notes under the Securities Act
      as contemplated by the Registration Rights Agreement, provided that this
      action does not adversely affect the interests of the Holders in any
      material respect;

            (7) curing any ambiguity, omission, inconsistency or correcting or
      supplementing any defective provision contained in this Indenture;
      provided that such modification or amendment does not, in the good faith
      opinion of the Board of Directors and the Trustee, adversely affect the
      interests of the Holders in any material respect;

            (8) adding or modifying any other provisions which the Company and
      the Trustee may deem necessary or desirable and which will not adversely
      affect the interests of the Holders in any material respect;

            (9) complying with Article 5; or

            (10) providing for uncertificated Notes in addition to the
      Certificated Notes so long as such uncertificated Notes are in registered
      form for purposes of the Internal Revenue Code of 1986, as amended.

            SECTION 9.02 With Consent of Holders. With the written consent of
                         -----------------------
the Holders of at least a majority in aggregate principal amount of the Notes at
the time outstanding, the Company and the Trustee may amend this Indenture or
the Notes. However, without the consent of each Noteholder affected, an
amendment to this Indenture or the Notes may not:

            (1) change the maturity of the principal of or any installment of
      interest on any Note (including any payment of liquidated damages);

            (2) reduce the principal amount of, or premium, if any, or interest
      on (including any payment of liquidated damages), any Note;

            (3) reduce the Interest Rate or interest (including liquidated
      damages) on any Note;


                                       50
<PAGE>

            (4) change the currency of payment of principal of, premium, if any,
      or interest of any Note;

            (5) impair the right to institute suit for the enforcement of any
      payment on or with respect to, or conversion of, any Note;

            (6) except as otherwise permitted or contemplated by provisions of
      this Indenture concerning corporate reorganizations, adversely affect the
      repurchase option of Holders upon a Change in Control or the conversion
      rights of Holders;

            (7) modify the subordination provisions of the Notes in a manner
      adverse to the Holders; or

            (8) reduce the percentage in aggregate principal amount of Notes
      outstanding necessary to modify or amend this Indenture or to waive any
      past default.

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

            After an amendment under this Section 9.02 becomes effective, the
Company shall mail to each Holder a notice briefly describing the amendment.

            SECTION 9.03 Compliance with Trust Indenture Act. Every supplemental
                         -----------------------------------
indenture executed pursuant to this Article shall comply with the TIA.

            SECTION 9.04 Revocation and Effect of Consents, Waivers and Actions.
                         ------------------------------------------------------
Until an amendment, waiver or other action by Holders becomes effective, a
consent thereto by a Holder of a Note hereunder is a continuing consent by the
Holder and every subsequent Holder of that Note or portion of the Note that
evidences the same obligation as the consenting Holder's Note, even if notation
of the consent, waiver or action is not made on the Note. However, any such
Holder or subsequent Holder may revoke the consent, waiver or action as to such
Holder's Note or portion of the Note if the Trustee receives the notice of
revocation before the date the amendment, waiver or action becomes effective.
After an amendment, waiver or action becomes effective, it shall bind every
Noteholder.

            SECTION 9.05 Notation on or Exchange of Notes. Notes authenticated
                         --------------------------------
and delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Notes so modified as to
conform, in the opinion of the Board of Directors, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for outstanding Notes.

            SECTION 9.06 Trustee to Sign Supplemental Indentures. The Trustee
                         ---------------------------------------
shall sign any supplemental indenture authorized pursuant to this Article 9 if
the amendment contained therein does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing


                                       51
<PAGE>

such supplemental indenture the Trustee shall be entitled to receive, and
(subject to the provisions of Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture.

            SECTION 9.07  Effect of Supplemental Indentures. Upon the execution
                          ---------------------------------
of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Notes theretofore
or thereafter authenticated and delivered hereunder shall be bound thereby.

                                   ARTICLE 10

                                   CONVERSION

            SECTION 10.01 Conversion Right and Conversion Price. Subject to and
                          -------------------------------------
upon compliance with the provisions of this Article, at the option of the Holder
thereof, any Note or any portion of the principal amount thereof which is $1,000
or an integral multiple of $1,000 may be converted at the principal amount
thereof, or of such portion thereof, into duly authorized, fully paid and
nonassessable shares of Common Stock, at the Conversion Price, determined as
hereinafter provided, in effect at the time of conversion. Such conversion right
shall expire at the close of business on July 3, 2008.

            In case a Note or portion thereof is called for redemption, such
conversion right in respect of the Note or the portion so called, shall expire
at the close of business on the Business Day preceding the Redemption Date,
unless the Company defaults in making the payment due upon redemption. In the
case of a Change in Control for which the Holder exercises its repurchase right
with respect to a Note or portion thereof, such conversion right in respect of
the Note or portion thereof shall expire at the close of business on the
Business Day immediately preceding the Change in Control Repurchase Date.

            The price at which shares of Common Stock shall be delivered upon
conversion (the "Conversion Price") shall be initially equal to $15.18 per share
of Common Stock. The Conversion Price shall be adjusted in certain instances as
provided in paragraphs (a), (b), (c), (d), (e), (f), (h) and (i) of Section
10.04 and Section 10.12 hereof.

            SECTION 10.02 Exercise of Conversion Right. To exercise the
                          ----------------------------
conversion right, the Holder of any Note to be converted shall surrender such
Note duly endorsed or assigned to the Company or in blank, at the office of any
Conversion Agent, accompanied by a duly signed conversion notice substantially
in the form attached to the Note to the Company stating that the Holder elects
to convert such Note or, if less than the entire principal amount thereof is to
be converted, the portion thereof to be converted.

            Notes surrendered for conversion during the period from the close of
business on any Regular Record Date to the opening of business on the next
succeeding Interest Payment Date shall be accompanied by payment in New York
Clearing House funds or other funds acceptable to the Company of an amount equal
to the interest to be received on such Interest Payment Date on the principal
amount of Notes being surrendered for conversion.


                                       52
<PAGE>

            Notes shall be deemed to have been converted immediately prior to
the close of business on the day of surrender of such Notes for conversion in
accordance with the foregoing provisions, and at such time the rights of the
Holders of such Notes as Holders shall cease, and the Person or Persons entitled
to receive the Common Stock issuable upon conversion shall be treated for all
purposes as the record holder or holders of such Common Stock at such time. As
promptly as practicable on or after the conversion date, the Company shall cause
to be issued and delivered to such Conversion Agent a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share as provided
in Section 10.03 hereof.

            In the case of any Note which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Note or
Notes of authorized denominations in aggregate principal amount equal to the
unconverted portion of the principal amount of such Notes.

            If shares of Common Stock to be issued upon conversion of a
Restricted Note, or securities to be issued upon conversion of a Restricted Note
in part only, are to be registered in a name other than that of the Holder of
such Restricted Note, such Holder must deliver to the Conversion Agent a
certificate in substantially the form set forth in the form of Note set forth in
Exhibit A annexed hereto, dated the date of surrender of such Restricted Note
and signed by such Holder, as to compliance with the restrictions on transfer
applicable to such Restricted Note. Neither the Trustee nor any Conversion
Agent, Registrar or Transfer Agent shall be required to register in a name other
than that of the Holder shares of Common Stock or Notes issued upon conversion
of any such Restricted Note not so accompanied by a properly completed
certificate.

            The Company hereby initially appoints the Trustee as the Conversion
Agent.

            SECTION 10.03 Fractions of Shares. No fractional shares of Common
                          -------------------
Stock shall be issued upon conversion of any Note or Notes. If more than one
Note shall be surrendered for conversion at one time by the same Holder, the
number of full shares which shall be issued upon conversion thereof shall be
computed on the basis of the aggregate principal amount of the Notes (or
specified portions thereof) so surrendered. Instead of any fractional share of
Common Stock which would otherwise be issued upon conversion of any Note or
Notes (or specified portions thereof), the Company shall pay a cash adjustment
in respect of such fraction (calculated to the nearest one-100th of a share) in
an amount equal to the same fraction of the quoted price of the Common Stock as
of the Trading Day preceding the date of conversion.

            SECTION 10.04 Adjustment of Conversion Price. The Conversion Price
                          ------------------------------
shall be subject to adjustments, calculated by the Company, from time to time as
follows:

      (a) In case the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Price in effect at the opening of business on the date
following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be reduced by multiplying such
Conversion Price by a fraction:


                                       53
<PAGE>

            (1) the numerator of which shall be the number of shares of Common
      Stock outstanding at the close of business on the Record Date (as defined
      in Section 10.4(g)) fixed for such determination, and

            (2) the denominator of which shall be the sum of such number of
      shares and the total number of shares constituting such dividend or other
      distribution.

Such reduction shall become effective immediately after the opening of business
on the day following the Record Date. If any dividend or distribution of the
type described in this Section 10.04(a) is declared but not so paid or made, the
Conversion Price shall again be adjusted to the Conversion Price which would
then be in effect if such dividend or distribution had not been declared.

      (b) In case the 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 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.

      (c) In case the Company shall issue rights or warrants (other than
pursuant to the Rights Plan and other than any rights or warrants referred to in
Section 10.04(d)) to all holders of its outstanding shares of Common Stock
entitling them to subscribe for or purchase shares of Common Stock (or
securities convertible into Common Stock) at a price per share (or having a
conversion price per share) less than the Current Market Price (as defined in
Section 10.04(g)) on the Record Date fixed for the determination of stockholders
entitled to receive such rights or warrants, the Conversion Price shall be
adjusted so that the same shall equal the price determined by multiplying the
Conversion Price in effect at the opening of business on the date after such
Record Date by a fraction:

            (1) the numerator of which shall be the number of shares of Common
      Stock outstanding at the close of business on the Record Date plus the
      number of shares which the aggregate offering price of the total number of
      shares so offered for subscription or purchase (or the aggregate
      conversion price of the convertible securities so offered) would purchase
      at such Current Market Price, and

            (2) the denominator of which shall be the number of shares of Common
      Stock outstanding on the close of business on the Record Date plus the
      total number of additional shares of Common Stock so offered for
      subscription or purchase (or into which the convertible securities so
      offered are convertible).

Such adjustment shall become effective immediately after the opening of business
on the day following the Record Date fixed for determination of stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock (or securities convertible into Common


                                       54
<PAGE>

Stock) are not delivered pursuant to such rights or warrants, upon the
expiration or termination of such rights or warrants the Conversion Price shall
be readjusted to the Conversion Price which would then be in effect had the
adjustments made upon the issuance of such rights or warrants been made on the
basis of the delivery of only the number of shares of Common Stock (or
securities convertible into Common Stock) actually delivered. In the event that
such rights or warrants are not so issued, the Conversion Price shall again be
adjusted to be the Conversion Price which would then be in effect if such date
fixed for the determination of stockholders entitled to receive such rights or
warrants had not been fixed. In determining whether any rights or warrants
entitle the holders to subscribe for or purchase shares of Common Stock at less
than such Current Market Price, and in determining the aggregate offering price
of such shares of Common Stock, there shall be taken into account any
consideration received for such rights or warrants, the value of such
consideration if other than cash, to be determined by the Board of Directors.

      (d) In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock shares of any class of capital stock of the Company
(other than any dividends or distributions to which Section 10.04(a) applies) or
evidences of its indebtedness or other assets, including securities, but
excluding (1) any rights or warrants referred to in Section 10.04(c), (2) any
dividends or distributions in connection with a reclassification, change,
merger, consolidation, statutory share exchange, combination, sale or conveyance
to which Section 10.11 hereof applies and (3) dividends and distributions paid
exclusively in cash (the securities described in foregoing clauses (1), (2) and
(3) hereinafter in this Section 10.04(d) called the "excluded securities"),
then, in each such case, subject to the second succeeding paragraph of this
Section 10.04(d), the Conversion Price shall be adjusted so that the same shall
be equal to the price determined by multiplying the Conversion Price in effect
immediately prior to the close of business on the Record Date (as defined in
Section 10.04(g)) with respect to such distribution by a fraction:

            (1) the numerator of which shall be the Current Market Price
      (determined as provided in Section 10.04(g)) on such date less the fair
      market value (as determined by the Board of Directors, whose determination
      shall be conclusive and set forth in a Board Resolution) on such date of
      the portion of the securities so distributed (other than excluded
      securities) applicable to one share of Common Stock (determined on the
      basis of the number of shares of the Common Stock outstanding on the
      Record Date), and

            (2) the denominator of which shall be such Current Market Price.

Such reduction shall become effective immediately prior to the opening of
business on the day following the Record Date. However, in the event that the
then fair market value (as so determined) of the portion of the securities so
distributed (other than excluded securities) applicable to one share of Common
Stock is equal to or greater than the Current Market Price on the Record Date,
in lieu of the foregoing adjustment, adequate provision shall be made so that
each Holder shall have the right to receive upon conversion of a Note (or any
portion thereof) the amount of securities so distributed (other than excluded
securities) such Holder would have received had such Holder converted such Note
(or portion thereof) immediately prior to such Record Date. In the event that
such dividend or distribution is not so paid or made, the


                                       55
<PAGE>

Conversion Price shall again be adjusted to be the Conversion Price which would
then be in effect if such dividend or distribution had not been declared.

            If the Board of Directors determines the fair market value of any
distribution for purposes of this Section 10.04(d) by reference to the actual or
when issued trading market for any securities comprising all or part of such
distribution (other than excluded securities), it must in doing so consider the
prices in such market over the same period (the "Reference Period") used in
computing the Current Market Price pursuant to Section 10.04(g) to the extent
possible, unless the Board of Directors in a Board Resolution determines in good
faith that determining the fair market value during the Reference Period would
not be in the best interest of the Holder.

            Rights or warrants distributed by the Company to all holders of
Common Stock entitling the holders thereof to subscribe for or purchase shares
of the Company's capital stock (either initially or under certain
circumstances), which rights or warrants, until the occurrence of a specified
event or events ("Trigger Event"):

            (i) are deemed to be transferred with such shares of Common Stock;

            (ii) are not exercisable; and

            (iii) are also issued in respect of future issuances of Common
      Stock,

shall be deemed not to have been distributed for purposes of this Section
10.04(d) (and no adjustment to the Conversion Price under this Section 10.04(d)
will be required) until the occurrence of the earliest Trigger Event. If such
right or warrant is subject to subsequent events, upon the occurrence of which
such right or warrant shall become exercisable to purchase different securities,
evidences of indebtedness or other assets or entitle the holder to purchase a
different number or amount of the foregoing or to purchase any of the foregoing
at a different purchase price, then the occurrence of each such event shall be
deemed to be the date of issuance and record date with respect to a new right or
warrant (and a termination or expiration of the existing right or warrant
without exercise by the holder thereof). In addition, in the event of any
distribution (or deemed distribution) of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto, that resulted in an adjustment to the Conversion Price under
this Section 10.04(d):

            (1) in the case of any such rights or warrants which shall all have
      been redeemed or repurchased without exercise by any holders thereof, the
      Conversion Price shall be readjusted upon such final redemption or
      repurchase to give effect to such distribution or Trigger Event, as the
      case may be, as though it were a cash distribution, equal to the per share
      redemption or repurchase price received by a holder of Common Stock with
      respect to such rights or warrant (assuming such holder had retained such
      rights or warrants), made to all holders of Common Stock as of the date of
      such redemption or repurchase, and

            (2) in the case of such rights or warrants all of which shall have
      expired or been terminated without exercise, the Conversion Price shall be
      readjusted as if such rights and warrants had never been issued.


                                       56
<PAGE>

            For purposes of this Section 10.04(d) and Sections 10.04(a),
10.04(b) and 10.04(c), any dividend or distribution to which this Section
10.04(d) is applicable that also includes shares of Common Stock, a subdivision
or combination of Common Stock to which Section 10.04(b) applies, or rights or
warrants to subscribe for or purchase shares of Common Stock to which Section
10.04(c) applies (or any combination thereof), shall be deemed instead to be:

            (3) a dividend or distribution of the evidences of indebtedness,
      assets, shares of capital stock, rights or warrants other than such shares
      of Common Stock, such subdivision or combination or such rights or
      warrants to which Sections 10.04(a), 10.04(b) and 10.04(c) apply,
      respectively (and any Conversion Price reduction required by this Section
      10.04(d) with respect to such dividend or distribution shall then be
      made), immediately followed by

            (4) a dividend or distribution of such shares of Common Stock, such
      subdivision or combination or such rights or warrants (and any further
      Conversion Price reduction required by Sections 10.04(a), 10.04(b) and
      10.04(c) with respect to such dividend or distribution shall then be
      made), except:

                  (A) the Record Date of such dividend or distribution shall be
            substituted as (x) "the date fixed for the determination of
            stockholders entitled to receive such dividend or other
            distribution", "Record Date fixed for such determinations" and
            "Record Date" within the meaning of Section 10.04(a), (y) "the day
            upon which such subdivision becomes effective" and "the day upon
            which such combination becomes effective" within the meaning of
            Section 10.04(b), and (z) as "the date fixed for the determination
            of stockholders entitled to receive such rights or warrants", "the
            Record Date fixed for the determination of the stockholders entitled
            to receive such rights or warrants" and such "Record Date" within
            the meaning of Section 10.04(c), and

                  (B) any shares of Common Stock included in such dividend or
            distribution shall not be deemed "outstanding at the close of
            business on the date fixed for such determination" within the
            meaning of Section 10.04(a) and any reduction or increase in the
            number of shares of Common Stock resulting from such subdivision or
            combination shall be disregarded in connection with such dividend or
            distribution.

      (e) In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock cash (excluding any cash that is distributed upon a
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance to which Section 10.11 hereof applies or as part
of a distribution referred to in Section 10.04(d) hereof), in an aggregate
amount that, combined together with: (1) the aggregate amount of any other such
distributions to all holders of Common Stock made exclusively in cash within the
12 months preceding the date of payment of such distribution, and in respect of
which no adjustment pursuant to this Section 10.04(e) has been made, and (2) the
aggregate of any cash plus the fair market value (as determined by the Board of
Directors, whose determination shall


                                       57
<PAGE>

be conclusive and set forth in a Board Resolution) of consideration payable in
respect of any tender offer or exchange offer by the Company or any of its
Subsidiaries for all or any portion of the Common Stock concluded within the 12
months preceding the date of such distribution, and in respect of which no
adjustment pursuant to Section 10.04(f) hereof has been made, exceeds 10% of the
product of the Current Market Price (determined as provided in Section 10.04(g))
on the Record Date with respect to such distribution times the number of shares
of Common Stock outstanding on such date, then and in each such case,
immediately after the close of business on such date, the Conversion Price shall
be reduced so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the close of business on such
Record Date by a fraction:

            (i) the numerator of which shall be equal to the Current Market
      Price on the Record Date less an amount equal to the quotient of (x) the
      excess of such combined amount over such 10% and (y) the number of shares
      of Common Stock outstanding on the Record Date, and

            (ii) the denominator of which shall be equal to the Current Market
      Price on such date.

However, in the event that the then fair market value (as so determined) of the
portion of the securities so distributed (other than excluded securities)
applicable to one share of Common Stock is equal to or greater than the Current
Market Price on the Record Date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each Holder shall have the right to receive upon
conversion of a Note (or any portion thereof) the amount of cash such Holder
would have received had such Holder converted such Note (or portion thereof)
immediately prior to such Record Date. In the event that such dividend or
distribution is not so paid or made, the Conversion Price shall again be
adjusted to be the Conversion Price which would then be in effect if such
dividend or distribution had not been declared.

      (f) In case a tender offer or exchange offer made by the Company or any of
its Subsidiaries for all or any portion of the Common Stock shall expire and
such tender offer or exchange offer (as amended upon the expiration thereof)
shall require the payment to stockholders (based on the acceptance (up to any
maximum specified in the terms of the tender offer or exchange offer) of
Purchased Shares (as defined below)) of an aggregate consideration having a fair
market value (as determined by the Board of Directors, whose determination shall
be conclusive and set forth in a Board Resolution) that combined together with:

            (1) the aggregate of the cash plus the fair market value (as
      determined by the Board of Directors, whose determination shall be
      conclusive and set forth in a Board Resolution), as of the expiration of
      such tender offer or exchange offer, of consideration payable in respect
      of any other tender offers or exchange offers, by the Company or any of
      its Subsidiaries for all or any portion of the Common Stock expiring
      within the 12 months preceding the expiration of such tender offer or
      exchange offer and in respect of which no adjustment pursuant to this
      Section 10.04(f) has been made, and

            (2) the aggregate amount of any distributions to all holders of the
      Company's Common Stock made exclusively in cash within 12 months preceding
      the expiration of


                                       58
<PAGE>

      such tender offer or exchange offer and in respect of which no adjustment
      pursuant to Section 10.04(e) has been made, exceeds 10% of the product of
      the Current Market Price (determined as provided in Section 10.04(g)) as
      of the last time (the "Expiration Time") tenders or exchanges could have
      been made pursuant to such tender offer or exchange offer (as it may be
      amended) times the number of shares of Common Stock outstanding (including
      any tendered shares or exchanged shares) on the Expiration Time, then, and
      in each such case, immediately prior to the opening of business on the day
      after the date of the Expiration Time, the Conversion Price shall be
      adjusted so that the same shall equal the price determined by multiplying
      the Conversion Price in effect immediately prior to close of business on
      the date of the Expiration Time by a fraction:

                  (i) the numerator of which shall be the number of shares of
            Common Stock outstanding (including any tendered or exchanged
            shares) at the Expiration Time multiplied by the Current Market
            Price of the Common Stock on the Trading Day next succeeding the
            Expiration Time, and

                  (ii) the denominator shall be the sum of (x) the fair market
            value (determined as aforesaid) of the aggregate consideration
            payable to stockholders based on the acceptance (up to any maximum
            specified in the terms of the tender offer or exchange offer) of all
            shares validly tendered or exchanged and not withdrawn as of the
            Expiration Time (the shares deemed so accepted, up to any such
            maximum, being referred to as the "Purchased Shares") and (y) the
            product of the number of shares of Common Stock outstanding (less
            any Purchased Shares) on the Expiration Time and the Current Market
            Price of the Common Stock on the Trading Day next succeeding the
            Expiration Time.

Such reduction (if any) shall become effective immediately prior to the opening
of business on the day following the Expiration Time. In the event that the
Company is obligated to purchase shares pursuant to any such tender offer or
exchange offer, but the Company is permanently prevented by applicable law from
effecting any such purchases or all such purchases are rescinded, the Conversion
Price shall again be adjusted to be the Conversion Price which would then be in
effect if such tender offer or exchange offer had not been made. If the
application of this Section 10.04(f) to any tender offer or exchange offer would
result in an increase in the Conversion Price, no adjustment shall be made for
such tender offer or exchange offer under this Section 10.04(f).

      (g) For purposes of this Section 10.04, the following terms shall have the
meanings indicated:

            (1) "Current Market Price" shall mean the average of the daily
      Closing Prices per share of Common Stock for the ten consecutive Trading
      Days immediately prior to the date in question; provided, however, that
      if:

                  (i) the "ex" date (as hereinafter defined) for any event
            (other than the issuance or distribution requiring such computation)
            that requires an adjustment to the Conversion Price pursuant to
            Section 10.04(a), (b), (c), (d), (e) or (f) occurs during such ten
            consecutive Trading Days, the Closing Price for each Trading


                                       59
<PAGE>

            Day prior to the "ex" date for such other event shall be adjusted by
            multiplying such Closing Price by the same fraction by which the
            Conversion Price is so required to be adjusted as a result of such
            other event;

                  (ii) the "ex" date for any event (other than the issuance or
            distribution requiring such computation) that requires an adjustment
            to the Conversion Price pursuant to Section 10.04(a), (b), (c), (d),
            (e) or (f) occurs on or after the "ex" date for the issuance or
            distribution requiring such computation and prior to the day in
            question, the Closing Price for each Trading Day on and after the
            "ex" date for such other event shall be adjusted by multiplying such
            Closing Price by the reciprocal of the fraction by which the
            Conversion Price is so required to be adjusted as a result of such
            other event; and

                  (iii) the "ex" date for the issuance or distribution requiring
            such computation is prior to the day in question, after taking into
            account any adjustment required pursuant to clause (i) or (ii) of
            this proviso, the Closing Price for each Trading Day on or after
            such "ex" date shall be adjusted by adding thereto the amount of any
            cash and the fair market value (as determined by the Board of
            Directors in a manner consistent with any determination of such
            value for purposes of Section 10.04(d) or (f), whose determination
            shall be conclusive and set forth in a Board Resolution) of the
            evidences of indebtedness, shares of capital stock or assets being
            distributed applicable to one share of Common Stock as of the close
            of business on the day before such "ex" date.

For purposes of any computation under Section 10.04(f), the Current Market Price
of the Common Stock on any date shall be deemed to be the average of the daily
Closing Prices per share of Common Stock for such day and the next two
succeeding Trading Days; provided, however, that if the "ex" date for any event
(other than the tender offer requiring such computation) that requires an
adjustment to the Conversion Price pursuant to Section 10.04(a), (b), (c), (d),
(e) or (f) occurs on or after the Expiration Time for the tender or exchange
offer requiring such computation and prior to the day in question, the Closing
Price for each Trading Day on and after the "ex" date for such other event shall
be adjusted by multiplying such Closing Price by the reciprocal of the fraction
by which the Conversion Price is so required to be adjusted as a result of such
other event. For purposes of this paragraph, the term "ex" date, when used:

            (A) with respect to any issuance or distribution, means the first
      date on which the Common Stock trades regular way on the relevant exchange
      or in the relevant market from which the Closing Price was obtained
      without the right to receive such issuance or distribution;

            (B) with respect to any subdivision or combination of shares of
      Common Stock, means the first date on which the Common Stock trades
      regular way on such exchange or in such market after the time at which
      such subdivision or combination becomes effective, and


                                       60
<PAGE>

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

Notwithstanding the foregoing, whenever successive adjustments to the Conversion
Price are called for pursuant to this Section 10.04, such adjustments shall be
made to the Current Market Price as may be necessary or appropriate to
effectuate the intent of this Section 10.04 and to avoid unjust or inequitable
results as determined in good faith by the Board of Directors.

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

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

      (h) The Company may make such reductions in the Conversion Price, in
addition to those required by Section 10.04(a), (b), (c), (d), (e) or (f), as
the Board of Directors considers to be advisable to avoid or diminish any income
tax to holders of Common Stock or rights to purchase Common Stock resulting from
any dividend or distribution of stock (or rights to acquire stock) or from any
event treated as such for income tax purposes.

      To the extent permitted by applicable law, the 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 and the reduction is irrevocable during the period
and the Board of Directors determines in good faith that such reduction would be
in the best interests of the Company, which determination shall be conclusive
and set forth in a Board Resolution. Whenever the Conversion Price is reduced
pursuant to the preceding sentence, the Company shall mail to the Trustee and
each Holder at the address of such Holder as it appears in the Register a notice
of the reduction at least 15 days prior to the date the reduced Conversion Price
takes effect, and such notice shall state the reduced Conversion Price and the
period during which it will be in effect.

      (i) No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the
Conversion Price then in effect; provided, however, that any adjustments which
by reason of this Section 10.04(i) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Article 10 shall be made by the Company and shall be made to the
nearest cent or to the nearest one hundredth of a share, as the case may be. No
adjustment need be made for a change in the par value or no par value of the
Common Stock.

      (j) In any case in which this Section 10.04 provides that an adjustment
shall become effective immediately after a Record Date for an event, the Company
may defer until the occurrence of such event (i) issuing to the Holder of any
Note converted after such Record Date


                                       61
<PAGE>

and before the occurrence of such event the additional shares of Common Stock
issuable upon such conversion by reason of the adjustment required by such event
over and above the Common Stock issuable upon such conversion before giving
effect to such adjustment and (ii) paying to such holder any amount in cash in
lieu of any fraction pursuant to Section 10.03 hereof.

      (k) For purposes of this Section 10.04, 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.

      (l) If the distribution date for the rights provided in the Rights Plan
occurs prior to the date a Note is converted, the Holder of the Note who
converts such Note after the distribution date is not entitled to receive the
rights that would otherwise be attached (but for the date of conversion) to the
shares of Common Stock received upon such conversion; provided, however, that an
adjustment shall be made to the Conversion Price pursuant to Section 10.04(b) as
if the rights were being distributed to the common stockholders of the Company
immediately prior to such conversion. If such an adjustment is made and the
rights are later redeemed, invalidated or terminated, then a corresponding
reversing adjustment shall be made to the Conversion Price, on an equitable
basis, to take account of such event.

            SECTION 10.05 Notice of Adjustments of Conversion Price. Whenever
                          -----------------------------------------
the Conversion Price is adjusted as herein provided (other than in the case of
an adjustment pursuant to the second paragraph of Section 10.04(h) for which the
notice required by such paragraph has been provided), the Company shall promptly
file with the Trustee and any Conversion Agent other than the Trustee an
Officers' Certificate setting forth the adjusted Conversion Price and showing in
reasonable detail the facts upon which such adjustment is based. Promptly after
delivery of such Officers' Certificate, the Company shall prepare a notice
stating that the Conversion Price has been adjusted and setting forth the
adjusted Conversion Price and the date on which each adjustment becomes
effective, and shall mail such notice to each Holder at the address of such
Holder as it appears in the Register within 20 days of the effective date of
such adjustment. Failure to deliver such notice shall not effect the legality or
validity of any such adjustment.

            SECTION 10.06 Notice Prior to Certain Actions. In case at any time
                          -------------------------------
after the date hereof:

            (1) the Company shall declare a dividend (or any other distribution)
      on its Common Stock payable otherwise than in cash out of its capital
      surplus or its consolidated retained earnings;

            (2) the Company shall authorize the granting to the holders of its
      Common Stock of rights or warrants to subscribe for or purchase any shares
      of capital stock of any class (or of securities convertible into shares of
      capital stock of any class) or of any other rights;


                                       62
<PAGE>

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

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

the Company shall cause to be filed at each office or agency maintained for the
purpose of conversion of Notes pursuant to Section 4.05 hereof, and shall cause
to be provided to the Trustee and all Holders in accordance with Section 12.02
hereof, at least 20 days (or 10 days in any case specified in clause (1) or (2)
above) prior to the applicable record or effective date hereinafter specified, a
notice stating:

                        (A) the date on which a record is to be taken for the
                  purpose of such dividend, distribution, rights or warrants,
                  or, if a record is not to be taken, the date as of which the
                  holders of Common Stock of record to be entitled to such
                  dividend, distribution, rights or warrants are to be
                  determined, or

                        (B) the date on which such reclassification, merger,
                  consolidation, statutory share exchange, combination, sale,
                  transfer, conveyance, dissolution, liquidation or winding up
                  is expected to become effective, and the date as of which it
                  is expected that holders of Common Stock of record shall be
                  entitled to exchange their shares of Common Stock for
                  securities, cash or other property deliverable upon such
                  reclassification, merger, consolidation, statutory share
                  exchange, sale, transfer, dissolution, liquidation or winding
                  up.

            Neither the failure to give such notice nor any defect therein shall
affect the legality or validity of the proceedings or actions described in
clauses (1) through (4) of this Section 10.06.

            SECTION 10.07 Company to Reserve Common Stock. The Company shall at
                          -------------------------------
all times use its best efforts to reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Notes, the full number of shares of fully
paid and nonassessable Common Stock then issuable upon the conversion of all
Notes outstanding.

            SECTION 10.08 Taxes on Conversions. Except as provided in the next
                          --------------------
sentence, the Company will pay any and all taxes (other than taxes on income)
and duties that may be payable in respect of the issue or delivery of shares of
Common Stock on conversion of Notes pursuant hereto. A Holder delivering a Note
for conversion shall be liable for and will be required to pay any tax or duty
which may be payable in respect of any transfer involved in the

                                       63
<PAGE>

issue and delivery of shares of Common Stock in a name other than that of the
Holder of the Note or Notes to be converted, and no such issue or delivery shall
be made unless the Person requesting such issue has paid to the Company the
amount of any such tax or duty, or has established to the satisfaction of the
Company that such tax or duty has been paid.

            SECTION 10.09 Covenant as to Common Stock. The Company covenants
                          ---------------------------
that all shares of Common Stock which may be issued upon conversion of Notes
will upon issue be fully paid and nonassessable and, except as provided in
Section 10.08, the Company will pay all taxes, liens and charges with respect to
the issue thereof.

            SECTION 10.10 Cancellation of Converted Notes. All Notes delivered
                          -------------------------------
for conversion shall be delivered to the Trustee to be canceled by or at the
direction of the Trustee, which shall dispose of the same as provided in Section
2.10.

            SECTION 10.11 Effect of Reclassification, Consolidation, Merger or
                          ----------------------------------------------------
Sale. If any of following events occur, namely:
----

            (1) any reclassification or change of the outstanding shares of
      Common Stock (other than a change in par value, or from par value to no
      par value, or from no par value to par value, or as a result of a
      subdivision or combination),

            (2) any merger, consolidation, statutory share exchange or
      combination of the Company with another corporation as a result of which
      holders of Common Stock shall be entitled to receive stock, securities or
      other property or assets (including cash) with respect to or in exchange
      for such Common Stock or

            (3) any sale or conveyance of the properties and assets of the
      Company as, or substantially as, an entirety to any other corporation as a
      result of which holders of Common Stock shall be entitled to receive
      stock, securities or other property or assets (including cash) with
      respect to or in exchange for such Common Stock,

the Company or the successor or purchasing corporation, as the case may be,
shall execute with the Trustee a supplemental indenture (which shall comply with
the TIA as in force at the date of execution of such supplemental indenture if
such supplemental indenture is then required to so comply) providing that such
Note shall be convertible into the kind and amount of shares of stock and other
securities or property or assets (including cash) which such Holder would have
been entitled to receive upon such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance had
such Notes been converted into Common Stock immediately prior to such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance assuming such holder of Common Stock did not
exercise its rights of election, if any, as to the kind or amount of securities,
cash or other property receivable upon such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance
(provided that, if the kind or amount of securities, cash or other


                                       64
<PAGE>

property receivable upon such reclassification, change, merger, consolidation,
statutory share exchange, combination, sale or conveyance is not the same for
each share of Common Stock in respect of which such rights of election shall not
have been exercised ("Non-Electing Share"), then for the purposes of this
Section 10.11 the kind and amount of securities, cash or other property
receivable upon such reclassification, change, merger, consolidation, statutory
share exchange, combination, sale or conveyance for each Non-Electing Share
shall be deemed to be the kind and amount so receivable per share by a plurality
of the Non-Electing Shares). Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article 10. If, in the case of any such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance, the stock or other securities and assets
receivable thereupon by a holder of shares of Common Stock includes shares of
stock or other securities and assets of a corporation other than the successor
or purchasing corporation, as the case may be, in such reclassification, change,
merger, consolidation, statutory share exchange, combination, sale or
conveyance, then such supplemental indenture shall also be executed by such
other corporation and shall contain such additional provisions to protect the
interests of the Holders of the Notes as the Board of Directors shall reasonably
consider necessary by reason of the foregoing, including to the extent
practicable the provisions providing for the repurchase rights set forth in
Section 3.10 hereof.

            The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder, at the address of such Holder as it
appears on the Register, within 20 days after execution thereof. Failure to
deliver such notice shall not affect the legality or validity of such
supplemental indenture.

            The above provisions of this Section 10.11 shall similarly apply to
successive reclassifications, mergers, consolidations, statutory share
exchanges, combinations, sales and conveyances.

            If this Section 10.11 applies to any event or occurrence, Section
10.04 hereof shall not apply.

            SECTION 10.12 Adjustment for Other Distributions. If, after the
                          ----------------------------------
Issue Date of the Securities, the Company pays a dividend or makes a
distribution to all holders of its Common Stock consisting of Capital Stock of
any class or series, or similar equity interests, of or relating to a Subsidiary
or other business unit of the Company, the Conversion Price shall be adjusted in
accordance with the formula:

            P' = P x 1/(1 + F/M)

where:

      P' = the adjusted Conversion Price.

      P = the current Conversion Price.

      M = the average of the Post-Distribution Prices of the Common Stock for
the 10 trading days commencing on and including the fifth trading day after the
date on which "ex-dividend trading" commences for such dividend or distribution
on the principal United States exchange or market which such securities are then
listed or quoted (the "Ex-Dividend Date").

      F = the fair market value of the securities distributed in respect of each
share of Common Stock shall mean the number of securities distributed in respect
of each share of Common Stock


                                       65
<PAGE>

multiplied by the average of the Post-Distribution Prices of those securities
distributed for the 10 trading days commencing on and including the fifth
trading day after the Ex-Dividend Date.

            "Post-Distribution Price" of Capital Stock or any similar equity
interest on any date means the closing per unit sale price (or, if no closing
sale price is reported, the average of the bid and ask prices or, if more than
one in either case, the average of the average bid and the average ask prices)
on such date for trading of such units on a "when issued" basis without due
bills (or similar concept) as reported in the composite transactions for the
principal United States securities exchange or market on which such Capital
Stock or equity interest is traded or, if the Capital Stock or equity interest,
as the case may be, is not listed on a United States national or regional
securities exchange or market, as reported by the National Association of
Securities Dealers Automated Quotation System or by the National Quotation
Bureau Incorporated; provided that if on any date such units have not traded on
a "when issued" basis, the Post-Distribution Price shall be the closing per unit
sale price (or, if no closing sale price is reported, the average of the bid and
ask prices or, if more than one in either case, the average of the average bid
and the average ask prices) on such date for trading of such units on a "regular
way" basis without due bills (or similar concept) as reported in the composite
transactions for the principal United States securities exchange on which such
Capital Stock or equity interest is traded or, if the Capital Stock or equity
interest, as the case may be, is not listed on a United States national or
regional securities exchange, as reported by the National Association of
Securities Dealers Automated Quotation System or by the National Quotation
Bureau Incorporated. In the absence of such quotation, the Company shall be
entitled to determine the Post-Distribution Price on the basis of such
quotations, which reflect the post-distribution value of the Capital Stock or
equity interests as it considers appropriate.

            SECTION 10.13 Responsibility of Trustee for Conversion Provisions.
                          ---------------------------------------------------
The Trustee, subject to the provisions of Section 7.01 hereof, and any
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder of Notes to determine whether any facts exist which may require any
adjustment of the Conversion Price, or with respect to the nature or intent of
any such adjustments when made, or with respect to the method employed, or
herein or in any supplemental indenture provided to be employed, in making the
same. Neither the Trustee, subject to the provisions of Section 7.01 hereof, nor
any Conversion Agent shall be accountable with respect to the validity or value
(of the kind or amount) of any Common Stock, or of any other securities or
property, which may at any time be issued or delivered upon the conversion of
any Note; and it or they do not make any representation with respect thereto.
Neither the Trustee, subject to the provisions of Section 7.01 hereof, nor any
Conversion Agent shall be responsible for any failure of the Company to make any
cash payment or to issue, transfer or deliver any shares of stock or share
certificates or other securities or property upon the surrender of any Note for
the purpose of conversion; and the Trustee, subject to the provisions of Section
7.01 hereof, and any Conversion Agent shall not be responsible or liable for any
failure of the Company to comply with any of the covenants of the Company
contained in this Article.

                                   ARTICLE 11

                                  SUBORDINATION


                                       66
<PAGE>

            SECTION 11.01 Agreement to Subordinate. The Company agrees, and each
                          ------------------------
Holder by accepting a Note agrees, that the Indebtedness, interest and other
obligations of any kind evidenced by the Notes and this Indenture are
subordinated in right of payment, to the extent and in the manner provided in
this Article 11, to the prior payment in full in cash or cash equivalents of all
Senior Indebtedness (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Indebtedness.

            SECTION 11.02 Liquidation; Dissolution; Bankruptcy. In the event of
                          ------------------------------------
any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relating to the Company or to its assets, or any liquidation,
dissolution or other winding-up of the Company, whether voluntary or
involuntary, or any assignment for the benefit of creditors or other marshaling
of assets or liabilities of the Company (except in connection with the
consolidation or merger of the Company or its liquidation or dissolution
following the conveyance, transfer or lease of its properties and assets
substantially upon the terms and conditions described in Article 5), the holders
of Senior Indebtedness will be entitled to receive payment in full of all Senior
Indebtedness, or provision shall be made for such payment in full, before the
Noteholders will be entitled to receive any payment or distribution of any kind
or character (other than any payment or distribution in the form of equity
securities or subordinated securities of the Company or any successor obligor
that, in the case of any such subordinated securities, are subordinated in right
of payment to all Senior Indebtedness that may at the time be outstanding to at
least the same extent as the Notes are so subordinated (such equity securities
or subordinated securities hereinafter being "Permitted Junior Securities")) on
account of principal of, or premium, if any, or additional interest, if any, or
interest on the Notes; and any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities (other than a
payment or distribution in the form of Permitted Junior Securities), by set-off
or otherwise, to which the Noteholders or the Trustee would be entitled but for
the provisions of this Article 11 shall be paid by the liquidating trustee or
agent or other person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Indebtedness or their representative or representatives
ratably according to the aggregate amounts remaining unpaid on account of the
Senior Indebtedness to the extent necessary to make payment in full of all
Senior Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

            SECTION 11.03 Default on Designated Senior Indebtedness. (a) No
                          -----------------------------------------
payment or distribution of any assets of the Company of any kind or character,
whether in cash, property or securities (other than Permitted Junior
Securities), may be made by or on behalf of the Company on account of principal
of, premium, if any, or interest on the Notes or on account of the purchase,
redemption or other acquisition of Notes upon the occurrence of any Payment
Default until such Payment Default shall have been cured or waived in writing or
shall have ceased to exist or such Designated Senior Indebtedness shall have
been discharged or paid in full in cash or cash equivalents. "Payment Default"
shall mean a default in payment, whether at scheduled maturity, upon scheduled
installment, by acceleration or otherwise, of principal of, or premium, if any,
or interest on Designated Senior Indebtedness beyond any applicable grace
period.


                                       67
<PAGE>

            (b) No payment or distribution of any assets of the Company of any
kind or character, whether in cash, property or securities (other than Permitted
Junior Securities), may be made by or on behalf of the Company on account of
principal of, premium, if any, or interest on the Notes or on account of the
purchase, redemption or other acquisition of Notes during a Payment Blockage
Period (as defined below), upon the occurrence of any default or event of
default with respect to any Designated Senior Indebtedness other than any
default in payment of any amount of principal of, or premium or interest on,
such Designated Senior Indebtedness pursuant to which the maturity thereof may
be accelerated (a "Non-Payment Default") and receipt by the Trustee of written
notice thereof from the trustee or other representative of holders of Designated
Senior Indebtedness, or any default with respect to such Designated Senior
Indebtedness other than a Payment Default.

            The Payment Blockage Period shall mean the period (each, a "Payment
Blockage Period") that will commence upon the date of receipt by the Trustee of
written notice from the trustee or such other representative of the holders of
the Designated Senior Indebtedness in respect of which the Non-Payment Default
exists and shall end on the earliest of:

            (i) 179 days thereafter (provided that any Designated Senior
      Indebtedness as to which notice was given shall not theretofore have been
      accelerated);

            (ii) the date on which such Non-Payment Default is cured, waived or
      ceases to exist;

            (iii) the date on which such Designated Senior Indebtedness is
      discharged or paid in full; or

            (iv) the date on which such Payment Blockage Period shall have been
      terminated by written notice to the Trustee or the Company from the
      trustee or such other representative initiating such Payment Blockage
      Period,

after which the Company will resume making any and all required payments in
respect of the Notes, including any missed payments. In any event, not more than
one Payment Blockage Period may be commenced during any period of 365
consecutive days. No Non-Payment Default that existed or was continuing on the
date of the commencement of any Payment Blockage Period will be, or can be made,
the basis for the commencement of a subsequent Payment Blockage Period, unless
such Non-Payment Default has been cured or waived for a period of not less than
90 consecutive days subsequent to the commencement of such initial Payment
Blockage Period.

            SECTION 11.04 Acceleration of Notes. If payment of the Notes is
                          ---------------------
accelerated because of an Event of Default, the Company shall promptly notify
holders of Senior Indebtedness of the acceleration.

            SECTION 11.05 When Distribution Must Be Paid Over. In the event
                          -----------------------------------
that, notwithstanding the provisions of Sections 11.02 and 11.03, any payment or
distribution of any kind or character, whether in cash, property or securities,
shall be received by the Trustee or any Noteholder which is prohibited by such
provisions, then and in such event such payment shall be held in trust for the
benefit of, and shall be paid over and delivered by such Trustee or


                                       68
<PAGE>

Noteholder to, the trustee or any other representative of holders of Senior
Indebtedness, as their interest may appear, for application to Senior
Indebtedness remaining unpaid until all such Senior Indebtedness has been paid
in full in cash or cash equivalents after giving effect to any concurrent
distribution to or for the holders of Senior Indebtedness.

            With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 11, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders if the Trustee shall pay over or distribute to or on
behalf of Noteholders or the Company or any other Person money or assets to
which any holders of Senior Indebtedness shall be entitled by virtue of this
Article 11, except if such payment is made as a result of the willful misconduct
or gross negligence of the Trustee.

            SECTION 11.06 Notice by the Company. The Company shall promptly
                          ---------------------
notify the Trustee and the Paying Agent of any facts known to the Company that
would cause a payment of any obligations with respect to the Notes to violate
this Article 11, but failure to give such notice shall not affect the
subordination of the Notes to the Senior Indebtedness as provided in this
Article 11.

            SECTION 11.07 Subrogation. After all Senior Indebtedness is paid in
                          -----------
full and until the Notes are paid in full, Noteholders shall be subrogated
(equally and ratably with all other Indebtedness that is equal in right of
payment to the Notes) to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness to the extent that distributions
otherwise payable to the Noteholders have been applied to the payment of Senior
Indebtedness. A distribution made under this Article 11 to holders of Senior
Indebtedness that otherwise would have been made to Noteholders is not, as
between the Company and Noteholders, a payment by the Company of the Notes.

            SECTION 11.08 Relative Rights. This Article 11 defines the relative
                          ---------------
rights of Holders and holders of Senior Indebtedness. Nothing in this Indenture
shall: (i) impair, as between the Company and Holders, the obligation of the
Company, which is absolute and unconditional, to pay principal of and interest
on the Notes in accordance with their terms; (ii) affect the relative rights of
Holders and creditors of Holdings other than their rights in relation to holders
of Senior Indebtedness; or (iii) prevent the Trustee or any Holder from
exercising its available remedies upon a Default or Event of Default, subject to
the rights of holders and owners of Senior Indebtedness to receive distributions
and payments otherwise payable to Holders of Notes. If the Company fails because
of this Article 11 to pay principal of or interest on a Note on the Stated
Maturity date, the failure is still a Default or Event of Default.

            SECTION 11.09 Subordination May Not Be Impaired by the Company. No
                          ------------------------------------------------
right of any holder of Senior Indebtedness to enforce the subordination of the
Indebtedness evidenced by the Notes shall be impaired by any act or failure to
act by the Company or any Holder or by the failure of the Company or any Holder
to comply with this Indenture.


                                       69
<PAGE>

            Without in any way limiting the generality of this Section 11.09,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders, without
incurring responsibility to the Trustee or the Holders and without impairing or
releasing the subordination provided in this Article 11 or the obligations
hereunder of the Holders to the holders of Senior Indebtedness, do any one or
more of the following: (a) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Indebtedness, the
Synthetic Lease or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding or secured; (b) sell, exchange,
release, foreclose against or otherwise deal with any property pledged,
mortgaged or otherwise securing Senior Indebtedness; (c) release any Person
liable in any manner for the collection of Senior Indebtedness; and (d) exercise
or refrain from exercising any rights against the Company, and Subsidiary
thereof or any other Person.

            SECTION 11.10 Distribution or Notice to Representative. Whenever a
                          ----------------------------------------
distribution is to be made or a notice given to holders of any Senior
Indebtedness, the distribution may be made and the notice given to their trustee
or representative.

            Upon any payment or distribution of assets of the Company referred
to in this Article 11, the Trustee and the Holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such representative(s) or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
for the purpose of ascertaining the Persons entitled to participate in such
distribution, all holders of the Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
11.

            SECTION 11.11 Rights of Trustee and Paying Agent. Notwithstanding
                          ----------------------------------
the provisions of this Article 11 or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment or distribution by the Trustee, and the
Trustee and the Paying Agent may continue to make payments on the Notes, unless
a Responsible Officer of the Trustee shall have received at its Corporate Trust
Office at least three Business Days prior to the date of such payment written
notice of facts that would cause the payment of any obligations with respect to
the Notes to violate this Article 11. Only the Company or representative may
give the notice. Nothing in this Article 11 shall impair the claims of, or
payments to, the Trustee under or pursuant to Section 7.06.

            The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee.

                                   ARTICLE 12

                                  MISCELLANEOUS

            SECTION 12.01 Trust Indenture Act Controls. If any provision of this
                          ----------------------------
Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.


                                       70
<PAGE>

            SECTION 12.02 Notices. Any request, demand, authorization, notice,
                          -------
waiver, consent or communication shall be in writing and delivered in person or
mailed by first-class mail, postage prepaid, addressed as follows or transmitted
by facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:

      if to the Company:

            Asyst Technologies, Inc.
            48761 Kato Road
            Fremont, CA  94538
            Attention:  Douglas J. McCutcheon
            Telephone No.: (510) 661-5000
            Facsimile No.: (510) 661-5151

      if to the Trustee:

            State Street Bank and Trust Company
            of California, N.A.
            633 West 5th Street
            12th Floor
            Los Angeles, CA  90071
            Attention:  Corporate Trust (Asyst Technologies)
            Telephone No.: (213) 362-7338
            Facsimile No.: (213) 362-7357

            The Company or the Trustee by notice given to the other in the
manner provided above may designate additional or different addresses for
subsequent notices or communications.

            Any notice or communication given to a Noteholder shall be mailed to
the Noteholder, by first-class mail, postage prepaid, at the Noteholder's
address as it appears on the registration books of the Registrar and shall be
sufficiently given if so mailed within the time prescribed.

            Failure to mail a notice or communication to a Noteholder or any
defect in it shall not affect its sufficiency with respect to other Noteholders.
If a notice or communication is mailed in the manner provided above, it is duly
given, whether or not received by the addressee.

            If the Company mails a notice or communication to the Noteholders,
it shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion
Agent or co-registrar.

            SECTION 12.03 Communication by Holders with Other Holders.
                          -------------------------------------------
Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar, the Paying Agent, the Conversion Agent and
anyone else shall have the protection of TIA Section 312(c).


                                       71
<PAGE>

            SECTION 12.04 Certificate and Opinion as to Conditions Precedent.
                          --------------------------------------------------
Upon any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

            (1) 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

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

            SECTION 12.05 Statements Required in Certificate or Opinion. Each
                          ---------------------------------------------
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

            (1) a statement that each person making such Officers' Certificate
      or Opinion of Counsel has read such covenant or condition;

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

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

            (4) a statement that, in the opinion of such person, such covenant
      or condition has been complied with.

            SECTION 12.06 Separability Clause. In case any provision in this
                          -------------------
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

            SECTION 12.07 Rules by Trustee, Paying Agent, Conversion Agent and
                          ----------------------------------------------------
Registrar. The Trustee may make reasonable rules for action by or a meeting of
---------
Noteholders. The Registrar, Conversion Agent and the Paying Agent may make
reasonable rules for their functions.

            SECTION 12.08 Legal Holidays. A "Legal Holiday" is any day other
                          --------------
than a Business Day. If any specified date (including a date for giving notice)
is a Legal Holiday, the action shall be taken on the next succeeding day that is
not a Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Notes, no interest, if any, shall accrue for the intervening
period.

            SECTION 12.09 GOVERNING LAW. THIS INDENTURE AND THE NOTES WILL BE
                          -------------
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


                                       72
<PAGE>

            SECTION 12.10 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 Notes or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Noteholder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Notes.

            SECTION 12.11 Successors. All agreements of the Company in this
                          ----------
Indenture and the Notes shall bind its successor. All agreements of the Trustee
in this Indenture shall bind its successor.

            SECTION 12.12 Multiple Originals. The parties may sign any number of
                          ------------------
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.


                                       73
<PAGE>

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

                                       ASYST TECHNOLOGIES, INC.

                                       By: /s/ Douglas J. McCutcheon
                                           -------------------------
                                           Name:  Douglas J. McCutcheon
                                           Title: Senior Vice President
                                                  Chief Financial Officer


                                       STATE STREET BANK AND TRUST
                                       COMPANY OF CALIFORNIA, N.A.,
                                       as Trustee

                                       By: /s/ Paula Oswald
                                           ----------------
                                           Name:  Paula Oswald
                                           Title: Vice President
<PAGE>

                                   EXHIBIT A-1

                          [FORM OF FACE OF GLOBAL NOTE]

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

      TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

      THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW.

      BY ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT0; (2)
AGREES THAT IT WILL NOT PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF
THE INITIAL ISSUANCE OF THE NOTE EVIDENCED HEREBY AND THE LAST DATE ON WHICH
ASYST TECHNOLOGIES, INC. (THE "COMPANY") OR ANY "AFFILIATE" (AS DEFINED IN RULE
144 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE OWNER OF THE NOTE (THE
"RESTRICTION TERMINATION DATE") RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED
HEREBY OR THE COMMON STOCK ISSUED UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
REGISTRATION PROVIDED UNDER THE SECURITIES ACT (IF AVAILABLE), OR (D) PURSUANT
TO A REGISTRATION

                                     A-1-1
<PAGE>

STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH
CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (3) AGREES THAT IT
WILL DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED
(OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(D) ABOVE) A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED
HEREBY BEFORE THE RESTRICTION TERMINATION DATE (OTHER THAN A TRANSFER PURSUANT
TO CLAUSE 2(D) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON
THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS NOTE
TO STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., AS TRUSTEE (OR A
SUCCESSOR TRUSTEE, AS APPLICABLE). THE HOLDER MUST, PRIOR TO SUCH TRANSFER
(OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(D) ABOVE), FURNISH TO STATE STREET
BANK AND TRUST COMPANY OF CALIFORNIA, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE,
AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE
COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
UPON ANY TRANSFER OF THE NOTE EVIDENCED HEREBY PURSUANT TO CLAUSE 2(D) ABOVE OR
UPON OR AFTER THE RESTRICTION TERMINATION DATE.


                                      A-1-2
<PAGE>

                            ASYST TECHNOLOGIES, INC.
                 5 3/4% Convertible Subordinated Notes due 2008

                                                            CUSIP NO. 04648X AA5

      No.:  1

      Issue Date:  July 3, 2001

      ASYST TECHNOLOGIES, INC., a California corporation, promises to pay to
Cede & Co. or registered assigns, the principal sum of [_______________] DOLLARS
($[_____________]) on July 3, 2008.

      This Note shall bear interest as specified on the other side of this Note.
This Note is convertible as specified on the other side of this Note.

      Additional provisions of this Note are set forth on the other side of this
Note.

Dated: July 3, 2001                       ASYST TECHNOLOGIES, INC.


                                          By __________________________________
                                             Name:
                                             Title:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A.,
as Trustee, certifies that this
is one of the Notes referred
to in the within-mentioned Indenture (as
defined on the other side of this Note).


By_____________________________
      Authorized Signatory

Dated: ___________________________


                                     A-1-3
<PAGE>

                         [FORM OF REVERSE SIDE OF NOTE]

                  5 3/4% Convertible Subordinated Note due 2008

      Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture unless otherwise indicated.

1.    Cash Interest.

      The Company promises to pay interest at the Interest Rate in cash on the
principal amount of this Note. The Company will pay cash interest semiannually
in arrears on January 3 and July 3 of each year (each an "Interest Payment
Date"), beginning on January 3, 2002, to Holders of record at the close of
business on the preceding December 18 and June 18 (whether or not a business
day) (each a "Regular Record Date"), as the case may be, immediately preceding
such Interest Payment Date. Cash interest on the Notes will accrue from the most
recent date to which interest has been paid or duly provided or, if no interest
has been paid, from the Issue Date. Cash interest will be computed on the basis
of a 360-day year of twelve 30-day months. The Company shall pay cash interest
on overdue principal, or if shares of Common Stock (or cash in lieu of
fractional shares) in respect of a conversion of this Note in accordance with
the terms of Article 10 of the Indenture are not delivered when due, at the rate
borne by the Notes, and it shall pay interest in cash on overdue installments of
cash interest at the same rate to the extent lawful. All such overdue cash
interest shall be payable on demand.

      In accordance with the terms of the Registration Rights Agreement, during
the first 90 days following a Registration Default (as defined in the
Registration Rights Agreement), the Interest Rate borne by the Notes shall be
increased by 0.25% on:

    (A) the later of (i) the 91st day after the earliest date of original
        issuance of any of the Notes and (ii) October 15, 2001, if the Shelf
        Registration Statement is not filed with the SEC; or

    (B) the 181st day following the earliest date of original issuance of any of
        the Notes, if the Shelf Registration Statement is not declared
        effective; or

    (C) the day after the fifth business day after the Shelf Registration
        Statement, previously declared effective, ceases to be effective or
        fails to be usable, if a post-effective amendment (or report filed with
        the Exchange Act) that cures the Shelf Registration Statement is not
        filed during such five Business Day period; or

    (D) the day after the 45th or 90th day, as the case may be, of any period
        that the prospectus contained in the Shelf Registration Statement has
        been suspended, if such suspension has not been terminated.

From and after the 91st day following such Registration Default, the Interest
Rate borne by the Notes shall be increased by 0.50%. In no event shall the
Interest Rate borne by the Notes be increased by more than 0.50%.


                                      A-1-4
<PAGE>

      Any amount of additional interest will be payable in cash semiannually, in
arrears, on each Interest Payment Date and will cease to accrue on the date the
Registration Default is cured. The Holder of this Security is entitled to the
benefits of the Registration Rights Agreement.

2.    Method of Payment.

      Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of the principal of, premium, if any, and cash interest
on this Note and in respect of Redemption Prices and Change in Control
Repurchase Prices to Holders who surrender Notes to a Paying Agent to collect
such payments in respect of the Notes. The Company will pay cash amounts in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. However, the Company may make such cash
payments by check payable in such money. A Holder with an aggregate principal
amount in excess of $5,000,000 will be paid by wire transfer in immediately
available funds at the election of such Holder. Any payment required to be made
on any day that is not a Business Day will be made on the next succeeding
Business Day.

3.    Paying Agent, Conversion Agent and Registrar.

      Initially, State Street Bank and Trust Company of California, N.A. (the
"Trustee"), will act as Paying Agent, Conversion Agent and Registrar. The
Company may appoint and change any Paying Agent, Conversion Agent, Registrar or
co-registrar without notice, other than notice to the Trustee except that the
Company will maintain at least one Paying Agent in the State of New York, City
of New York, Borough of Manhattan, which shall initially be an office or agency
of the Trustee. The Company or any of its Subsidiaries or any of their
Affiliates may act as Paying Agent, Conversion Agent, Registrar or co-registrar.

4.    Indenture.

      The Company issued the Notes under an Indenture dated as of July 3, 2001
(the Indenture"), between the Company and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as in effect from time to time
(the "TIA"). Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture. The Notes are subject to all such
terms, and Noteholders are referred to the Indenture and the TIA for a statement
of those terms.

      The Notes are general unsecured obligations of the Company limited to
$86,250,000 aggregate principal amount (subject to Section 2.07 of the
Indenture). The Indenture does not limit other indebtedness of the Company,
secured or unsecured.

5.    Optional Redemption.

      This Note is not redeemable prior to July 3, 2004. This Note may be
redeemed in whole or in part, upon not less than 20 nor more than 60 days
notice, at any time on or after July 3, 2004 and prior to Stated Maturity, at
the option of the Company, at the redemption price (expressed as percentages of
the principal amount) set forth in the table below if redeemed during the
periods below, plus any interest accrued but not paid prior to (but not
including) the Optional Redemption Date.


                                      A-1-5
<PAGE>

                         Period                           Redemption Prices
                         ------                           -----------------

            July 3, 2004 through July 2, 2005                  103.29%

            July 3, 2005 through July 2, 2006                  102.46%

            July 3, 2006 through July 2, 2007                  101.64%

            Thereafter                                         100.82%

      If fewer than all the Notes are to be redeemed, the Trustee shall select
the particular Notes to be redeemed from the outstanding Notes by the methods as
provided in the Indenture. If any Note selected for partial redemption is
converted in part before termination of the conversion right with respect to the
portion of the Note so selected, the converted portion of such Note shall be
deemed to be the portion selected for redemption (provided, however, that the
Holder of such Note so converted and deemed redeemed shall not be entitled to
any additional interest payment as a result of such deemed redemption than such
Holder would have otherwise been entitled to receive upon conversion of such
Note). Notes which have been converted during a selection of Notes to be
redeemed may be treated by the Trustee as outstanding for the purpose of such
selection.

      On and after the Redemption Date, interest ceases to accrue on Notes or
portions of Notes called for redemption, unless the Company defaults in the
payment of the Redemption Price and accrued and unpaid interest.

      Notice of redemption will be given by the Company to the Holders as
provided in the Indenture.

      No sinking fund is provided for the Notes.

6.    Repurchase by the Company at the Option of the Holder.

      If a Change in Control occurs, the Holder, at the Holder's option, shall
have the right, in accordance with the provisions of the Indenture, to require
the Company to repurchase the Notes (or any portion of the principal amount
hereof that is at least $1,000 or an integral multiple thereof, provided that
the portion of the principal amount of this Note to be outstanding after such
repurchase is at least equal to $1,000) at the Change in Control Repurchase
Price in cash or Common Stock or a combination thereof, plus any interest
accrued and unpaid to the Change in Control Repurchase Date.

      Subject to the conditions provided in the Indenture, the Company may elect
to pay the Change in Control Repurchase Price (to the extent not paid in cash)
by delivering a number of shares of Common Stock equal to (i) the Change in
Control Repurchase Price divided by (ii) 97% of the average of the Closing
Prices per share for the five consecutive Trading Days immediately preceding and
including the third Trading Day prior to the Change in Control Repurchase Date.


                                     A-1-6
<PAGE>

      No fractional shares of Common Stock will be issued upon repurchase of any
Notes. Instead of any fractional share of Common Stock which would otherwise be
issued upon conversion of such Notes, the Company shall pay a cash adjustment as
provided in the Indenture.

      A Change in Control Repurchase Notice will be given by the Company to the
Holders as provided in the Indenture. To exercise a repurchase right, a Holder
must deliver to the Trustee a written notice as provided in the Indenture.

      Holders have the right to withdraw any Change in Control Repurchase Notice
by delivering to the Paying Agent a written notice of withdrawal in accordance
with the provisions of the Indenture.

7.    Notice of Redemption.

      Notice of an optional redemption will be mailed at least 20 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at the Holder's registered address. If money sufficient to pay the
Redemption Price of all Notes (or portions thereof) to be redeemed on the
Redemption Date is deposited with the Paying Agent prior to or on the Redemption
Date, immediately after such Redemption Date interest ceases to accrue on such
Notes or portions thereof. Notes in denominations larger than $1,000 of
principal amount may be redeemed in part but only in integral multiples of
$1,000 of principal amount.

8.    Conversion.

      Subject to the next two succeeding sentences, a Holder of a Note may
convert it into Common Stock of the Company at any time before the close of
business on July 3, 2008. If the Note is called for redemption, the Holder may
convert it at any time before the close of business on the Business Day
preceding the Redemption Date. A Note in respect of which a Holder has delivered
a Change in Control Repurchase Notice exercising the option of such Holder to
require the Company to purchase such Note may be converted only if such notice
of exercise is withdrawn in accordance with the terms of the Indenture.

      The initial Conversion Price shall be equal to $15.18 per share of Common
Stock, subject to adjustment in certain events described in the Indenture. The
Company shall pay a cash adjustment as provided in the Indenture in lieu of any
fractional share of Common Stock.

      To convert a Note, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the Note
to the Conversion Agent, (3) furnish appropriate endorsements and transfer
documents if required by the Conversion Agent, the Company or the Trustee and
(4) pay any transfer or similar tax, if required.

9.    Conversion Arrangement on Call for Redemption.

      Any Notes called for redemption, unless surrendered for conversion before
the close of business on the Business Day preceding the Redemption Date, may be
deemed to be purchased from the Holders of such Notes at an amount not less than
the Redemption Price, by one or more investment bankers or other purchasers who
may agree with the Company to purchase such


                                     A-1-7
<PAGE>

Notes from the Holders, to convert them into Common Stock of the Company and to
make payment for such Notes to the Trustee in trust for such Holders.

10.   Denominations; Transfer; Exchange.

      The Notes are in fully registered form, without coupons, in denominations
of $1,000 of principal amount and integral multiples of $1,000. A Holder may
transfer or exchange Notes in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Notes selected
for redemption (except, in the case of a Note to be redeemed in part, the
portion of the Note not to be redeemed) or any Notes in respect of which a
Change in Control Repurchase Notice has been given and not withdrawn (except, in
the case of a Note to be purchased in part, the portion of the Note not to be
purchased) or any Notes for a period of 15 days before the mailing of a notice
of redemption of Notes to be redeemed.

11.   Persons Deemed Owners.

      The registered Holder of this Note may be treated as the owner of this
Note for all purposes.

12.   Unclaimed Money or Notes.

      The Trustee and the Paying Agent shall return to the Company upon written
request any money or Notes held by them for the payment of any amount with
respect to the Notes that remains unclaimed for two years, subject to applicable
unclaimed property law. After return to the Company, Holders entitled to the
money or Notes must look to the Company for payment as general creditors unless
an applicable abandoned property law designates another person.

13.   Amendment; Waiver.

      Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in aggregate principal amount of the Notes at the time
outstanding and (ii) certain Defaults may be waived with the written consent of
the Holders of a majority in aggregate principal amount of the Notes at the time
outstanding. Subject to certain exceptions set forth in the Indenture, without
the consent of any Noteholder, the Company and the Trustee may amend the
Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency,
or to comply with Article 5 of the Indenture, to provide for uncertificated
Notes in addition to or in place of certificated Notes or to make any change
that does not adversely affect the rights of any Noteholder, or to comply with
any requirement of the SEC in connection with the qualification of the Indenture
under the TIA.

14.   Defaults and Remedies.

      Under the Indenture, Events of Default include (1) the Company fails to
pay when due the principal of or premium, if any, on any of the Notes at
maturity, upon redemption or exercise of a repurchase right or otherwise,
whether or not such payment is prohibited by Article 11 of the Indenture; (2)
the Company fails to pay an installment of interest (including liquidated
damages,


                                     A-1-8
<PAGE>

if any) on any of the Notes that continues for 30 days after the date when due,
whether or not such payment is prohibited by Article 11 of the Indenture; (3)
the Company fails to deliver shares of Common Stock, together with cash in lieu
of fractional shares, when such Common Stock or cash in lieu of fractional
shares is required to be delivered upon conversion of a Note and such failure
continues for 10 days after such delivery date; (4) the Company fails to perform
or observe any other term, covenant or agreement contained in the Notes or the
Indenture for a period of 60 days after written notice of such failure,
requiring the Company to remedy the same, shall have been given to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 25%
in aggregate principal amount of the Notes then outstanding; (5) (A) one or more
defaults in the payment of principal of or premium, if any, on any of the
Company's Indebtedness aggregating $5.0 million or more, when the same becomes
due and payable at the scheduled maturity thereof, and such default or defaults
shall have continued after any applicable grace period and shall not have been
cured or waived within a 30-day period after the date of such default or (B) any
of the Company's Indebtedness aggregating $5.0 million or more shall have been
accelerated or otherwise declared due and payable, or required to be prepaid or
repurchased (other than by regularly scheduled required prepayment) prior to the
scheduled maturity thereof and such acceleration is not rescinded or annulled
within a 30-day period after the date of such acceleration; and (6) certain
events of bankruptcy, insolvency or reorganization with respect to the Company
or any Significant Subsidiary or any Subsidiaries of the Company which in the
aggregate would constitute a Significant Subsidiary. If an Event of Default
(other than an Event of Default specified in clause (6) or (7) of Section 6.01
of the Indenture) occurs and is continuing, the Trustee, or the Holders of at
least 25% in aggregate principal amount of the Notes at the time outstanding,
may declare all the Notes to be due and payable immediately. Certain events of
bankruptcy or insolvency are Events of Default which will result in the Notes
becoming due and payable immediately upon the occurrence of such Events of
Default.

      Noteholders may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes
unless it receives reasonable indemnity or security. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the Notes at
the time outstanding may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Noteholders notice of any continuing
Default (except a Default in payment of amounts specified in clause (1) or (2)
above) if it determines that withholding notice is in their interests.

15.   Subordination

      The payment of principal of, premium, if any, and interest on the Notes
will be subordinated in right of payment, as set forth in the Indenture, to the
prior payment in full in cash or cash equivalents of all Senior Indebtedness
whether outstanding on the date of the Indenture or thereafter incurred.

16.   Trustee Dealings with the Company.

      Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.


                                     A-1-9
<PAGE>

17.   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 Notes
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each Noteholder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

18.   Authentication.

      This Note shall not be valid until an authorized signatory of the Trustee
manually signs the Trustee's Certificate of Authentication on the other side of
this Note.

19.   Abbreviations.

      Customary abbreviations may be used in the name of a Noteholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

20.   GOVERNING LAW.

      THE INDENTURE AND THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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

      The Company will furnish to any Noteholder upon written request and
without charge a copy of the Indenture which has in it the text of this Note in
larger type. Requests may be made to:

            Asyst Technologies, Inc.
            48761 Kato Road
            Fremont, CA  94538
            Attention:  Chief Financial Officer


                                     A-1-10
<PAGE>

            ASSIGNMENT FORM                         CONVERSION NOTICE

To assign this Note, fill in the form    To convert this Note into Common Stock
below:                                   of the Company, check the box:

I or we assign and transfer this
Note to                                                  [ ]

______________________________________   To convert only part of this Note,
______________________________________   state the principal amount to be
                                         converted (which must be $1,000 or an
(Insert assignee' sec. Or tax ID no.)    integral multiple of $1,000):
______________________________________   $__________________________

______________________________________   If you want the stock certificate made
                                         out in another person's name, fill in
______________________________________   the form below:

(Print or type assignee's name, address  _______________________________________
and zip code)                            _______________________________________
                                         (Insert other person's social sec. or
                                         tax ID no.)
And irrevocably appoint
                                         _______________________________________
_____________________ agent to transfer
this Note on the books of the Company.   _______________________________________
The agent may substitute another to act
for him.                                 _______________________________________

                                         _______________________________________
                                         (Print or type other person's name,
                                         address and zip code)

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


Date:  _____________________  Your Signature:___________________________________

________________________________________________________________________________
       (Sign exactly as your name appears on the other side of this Note)


                                     A-1-11
<PAGE>

                                   EXHIBIT A-2

                           [Form of Certificated Note]

      THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE SHARES
OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE NOR ANY INTEREST OR
PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

      THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL,
OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH ASYST TECHNOLOGIES, INC. (THE "COMPANY")
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR
OF SUCH NOTE) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG
AS THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
NOTE ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHTS PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (D) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

      [THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ON SATISFACTION OF THE
CONDITIONS SPECIFIED IN THE INDENTURE.]


                                     A-2-1
<PAGE>

                            ASYST TECHNOLOGIES, INC.
                 5 3/4% Convertible Subordinated Notes due 2008

                                                                       CUSIP NO.

      No.:

      Issue Date:

      ASYST TECHNOLOGIES, INC., a California corporation, promises to pay to
Cede & Co. or registered assigns, the principal sum of [___________] DOLLARS
($[__________]) on July 3, 2008.

      This Note shall bear interest as specified on the other side of this Note.
This Note is convertible as specified on the other side of this Note.

      Additional provisions of this Note are set forth on the other side of this
Note.

Dated:                                    ASYST TECHNOLOGIES, INC.


                                          By __________________________________
                                             Name:
                                             Title:


TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A.,
as Trustee, certifies that this
is one of the Notes referred
to in the within-mentioned Indenture (as
defined on the other side of this Note).


By_____________________________
      Authorized Signatory

Dated:______________________________


                                     A-2-2
<PAGE>

                         [Text of Reverse Side of Note]

                              Use Exhibit A-1 Text


                                     A-2-3
<PAGE>

                                   EXHIBIT B-1

                              Transfer Certificate

      In connection with any transfer of any of the Notes within the period
prior to the expiration of the holding period applicable to the sales thereof
under Rule 144(k) under the Securities Act of 1933, as amended (the "Securities
Act") (or any successor provision), the undersigned registered owner of this
Note hereby certifies with respect to $____________ principal amount of the
above-captioned Notes presented or surrendered on the date hereof (the
"Surrendered Notes") for registration of transfer, or for exchange or conversion
where the Notes issuable upon such exchange or conversion are to be registered
in a name other than that of the undersigned registered owner (each such
transaction being a "transfer"), that such transfer complies with the
restrictive legend set forth on the face of the Surrendered Notes for the reason
checked below:

      |_|   A transfer of the Surrendered Notes is made to the Company or any
            Subsidiaries; or

      |_|   The transfer of the Surrendered Notes complies with Rule 144A under
            the U.S.  Securities Act of 1933, as amended (the "Securities Act");
            or

      |_|   The transfer of the Surrendered Notes is pursuant to an effective
            registration statement under the Securities Act, or

      |_|   The transfer of the Surrendered Notes is pursuant to another
            available exemption from the registration requirement of the
            Securities Act.

and unless the box below is checked, the undersigned confirms that, to the
undersigned's knowledge, such Notes are not being transferred to an "affiliate"
of the Company as defined in Rule 144 under the Securities Act (an "Affiliate").

      |_|   The transferee is an Affiliate of the Company.

DATE:
                                                      Signature(s)

                (If the registered owner is a corporation, partnership or
                 fiduciary, the title of the Person signing on behalf of
                          such registered owner must be stated.)


                                     B-1-1