<PAGE>
                                                                     EXHIBIT 4.1


                                                                  Execution Copy







                         COEUR D'ALENE MINES CORPORATION


                     1.25% CONVERTIBLE SENIOR NOTES DUE 2024


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



                                    INDENTURE



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



                        THE BANK OF NEW YORK, AS TRUSTEE







                          DATED AS OF JANUARY 13, 2004
<PAGE>

                           CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture Act Section                                        Indenture Section
---------------------------                                        -----------------

<S>                                                                <C>
310(a)(1).....................................................              7.10
(a)(2)........................................................              N.A.
(a)(3)........................................................              N.A.
(a)(4)........................................................              N.A.
(a)(5)........................................................              N.A.
(b)...........................................................              7.10
(c)...........................................................              N.A.
311(a)........................................................              7.11
(b)...........................................................              7.11
(c)...........................................................              N.A.
312(a)........................................................              N.A.
(b)...........................................................             11.03
(c)...........................................................             11.03
313(a)........................................................              7.06
(b)...........................................................              7.06
(b)...........................................................              7.06
(c)...........................................................              N.A.
(d)...........................................................              N.A.
314(a)........................................................        4.02, 4.03
(b)...........................................................              N.A.
(c)(1)........................................................             11.04
(c)(2)........................................................             11.04
(c)(3)........................................................              N.A.
(d)...........................................................              N.A.
(e)...........................................................              N.A.
(f)...........................................................              N.A.
315(a)........................................................           7.01(b)
(b)...........................................................              7.05
(c)...........................................................              N.A.
(d)...........................................................           7.01(c)
(e)...........................................................              6.11
316(a)(1)(A)..................................................              6.05
(a)(1)(B).....................................................              6.04
(a)(2)........................................................              N.A.
(b)...........................................................              N.A.
(c)...........................................................              N.A.
317(a)(1).....................................................              N.A.
(a)(2)........................................................              N.A.
(b)...........................................................              N.A.
318(a)........................................................              N.A.
</TABLE>

N.A. means not applicable.

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


                                      (i)
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----

<S>                                                                           <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE ......................     1

  Section 1.01.  Definitions ..............................................     1
  Section 1.02.  Other Definitions ........................................     8
  Section 1.03.  Incorporation by Reference of Trust Indenture Act ........     8
  Section 1.04.  Rules of Construction ....................................     9
  Section 1.05.  Acts of Holders ..........................................     9

ARTICLE II THE SECURITIES .................................................    10

  Section 2.01.  Form and Dating ..........................................    10
  Section 2.02.  Execution and Authentication .............................    12
  Section 2.03.  Registrar, Paying Agent and Conversion Agent .............    12
  Section 2.04.  Paying Agent to Hold Money in Trust ......................    13
  Section 2.05.  Holder Lists .............................................    13
  Section 2.06.  Transfer and Exchange ....................................    14
  Section 2.07.  Replacement Securities ...................................    15
  Section 2.08.  Outstanding Securities; Determinations of Holders' Action.    15
  Section 2.09.  Temporary Securities .....................................    16
  Section 2.10.  Cancellation .............................................    17
  Section 2.11.  Persons Deemed Owners ....................................    17
  Section 2.12.  Global Securities ........................................    17
  Section 2.13.  CUSIP Numbers ............................................    20

ARTICLE III REDEMPTION AND REPURCHASES ....................................    20

  Section 3.01.  Right To Redeem; Notices To Trustee ......................    20
  Section 3.02.  Selection of Securities to Be Redeemed ...................    20
  Section 3.03.  Notice of Redemption .....................................    21
  Section 3.04.  Effect of Notice of Redemption ...........................    22
  Section 3.05.  Deposit of Redemption Price ..............................    22
  Section 3.06.  Securities Redeemed in Part ..............................    22
  Section 3.07.  Sinking Fund .............................................    22
  Section 3.08.  Repurchase of Securities at Option of the Holder .........    22
  Section 3.09.  Purchase of Securities at Option of the Holder upon Change
                 in Control ...............................................    26
  Section 3.10.  Effect of Repurchase Notice or Change in Control
                 Repurchase Notice ........................................    27
  Section 3.11.  Deposit of Repurchase Price or Change in Control
                 Repurchase Price .........................................    29
  Section 3.12.  Securities Purchased in Part .............................    29
  Section 3.13.  Covenant to Comply with Securities Laws upon Purchase of
                 Securities ...............................................    29
  Section 3.14.  Repayment to the Company .................................    30
</TABLE>


                                      (ii)

<PAGE>
<TABLE>
<S>                                                                           <C>
ARTICLE IV COVENANTS ......................................................    30

  Section 4.01.  Payment of Securities ....................................    30
  Section 4.02.  SEC and Other Reports ....................................    31
  Section 4.03.  Compliance Certificate ...................................    31
  Section 4.04.  Further Instruments and Acts .............................    31
  Section 4.05.  Maintenance of Office or Agency ..........................    31

ARTICLE V SUCCESSOR CORPORATION ...........................................    32

  Section 5.01.  When the Company May Merge or Transfer Assets ............    32

ARTICLE VI DEFAULTS AND REMEDIES ..........................................    33

  Section 6.01.  Events of Default ........................................    33
  Section 6.02.  Acceleration .............................................    35
  Section 6.03.  Other Remedies ...........................................    35
  Section 6.04.  Waiver of Past Defaults ..................................    36
  Section 6.05.  Control by Majority ......................................    36
  Section 6.06.  Limitation on Suits ......................................    36
  Section 6.07.  Rights of Holders to Receive Payment .....................    37
  Section 6.08.  Collection Suit by Trustee ...............................    37
  Section 6.09.  Trustee May File Proofs of Claim .........................    37
  Section 6.10.  Priorities ...............................................    38
  Section 6.11.  Suits ....................................................    38
  Section 6.12.  Waiver of Stay, Extension or Usury Laws ..................    39

ARTICLE VII TRUSTEE .......................................................    39

  Section 7.01.  Duties of Trustee ........................................    39
  Section 7.02.  Rights of Trustee ........................................    40
  Section 7.03.  Individual Rights of Trustee .............................    42
  Section 7.04.  Trustee's Disclaimer .....................................    42
  Section 7.05.  Notice of Defaults .......................................    42
  Section 7.06.  Reports by Trustee to Holders ............................    43
  Section 7.07.  Compensation and Indemnity ...............................    43
  Section 7.08.  Replacement of Trustee ...................................    44
  Section 7.09.  Successor Trustee by Merger Etc ..........................    45
  Section 7.10.  Eligibility; Disqualification ............................    45
  Section 7.11.  Preferential Collection of Claims Against Company ........    45

ARTICLE VIII DISCHARGE OF INDENTURE .......................................    45

  Section 8.01.  Discharge of Liability on Securities .....................    45
  Section 8.02.  Repayment to the Company .................................    46

ARTICLE IX AMENDMENTS .....................................................    46
</TABLE>


                                     (iii)

<PAGE>
<TABLE>
<S>                                                                           <C>
  Section 9.01.  Without Consent of Holders ...............................    46
  Section 9.02.  With Consent of Holders ..................................    47
  Section 9.03.  Compliance with Trust Indenture Act ......................    48
  Section 9.04.  Revocation and Effect of Consents ........................    48
  Section 9.05.  Notation on or Exchange of Securities ....................    48
  Section 9.06.  Trustee to Sign Supplemental Indentures ..................    49
  Section 9.07.  Effect of Supplemental Indentures ........................    49

ARTICLE X CONVERSION OF THE SECURITIES ....................................    49

  Section 10.01. Conversion Privilege .....................................    49
  Section 10.02. Conversion Procedure .....................................    52
  Section 10.03. Adjustments Below Par Value ..............................    53
  Section 10.04. Taxes on Conversion ......................................    53
  Section 10.05. Company to Provide Stock .................................    53
  Section 10.06. Adjustment of Conversion Price ...........................    54
  Section 10.07. No Adjustment ............................................    57
  Section 10.08. Equivalent Adjustments ...................................    58
  Section 10.09. Adjustment for Tax Purposes ..............................    58
  Section 10.10. Notice of Adjustment .....................................    58
  Section 10.11. Notice of Certain Transactions ...........................    59
  Section 10.12. Effect of Reclassification, Consolidation, Merger, Share
                 Exchange or Sale on Conversion Privilege .................    59
  Section 10.13. Trustee's Disclaimer .....................................    60
  Section 10.14. Voluntary Reduction ......................................    61
  Section 10.15. Simultaneous Adjustments .................................    61

ARTICLE XI MISCELLANEOUS ..................................................    61

  Section 11.01. Trust Indenture Act Controls .............................    61
  Section 11.02. Notices ..................................................    62
  Section 11.03. Communication by Holders with Other Holders ..............    63
  Section 11.04. Certificate and Opinion as to Conditions Precedent .......    63
  Section 11.05. Statements Required in Certificate or Opinion ............    63
  Section 11.06. Separability Clause ......................................    64
  Section 11.07. Rules by Trustee, Paying Agent, Conversion Agent and
                 Registrar ................................................    64
  Section 11.08. Legal Holidays ...........................................    64
  Section 11.09. Governing Law ............................................    64
  Section 11.10. No Recourse Against Others ...............................    65
  Section 11.11. Successors ...............................................    65
  Section 11.12. Multiple Originals .......................................    65
</TABLE>


                                      (iv)
<PAGE>
            INDENTURE dated as of January 13, 2004 between Coeur d'Alene Mines
Corporation, an Idaho corporation (the "Company"), and The Bank of New York, a
banking corporation duly organized under the laws of the State of New York (the
"Trustee").

Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders (as defined below) of the Company's
1.25% Convertible Senior Notes Due 2024 (the "Securities"):

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

            Section 1.01.     Definitions

            "Affiliate" has the meaning provided in Rule 405 under the
Securities Act.

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

            "Beneficial Owner" shall be determined in accordance with Rule 13d-3
and Rule 13d-5 promulgated by the SEC under the Exchange Act or any successor
provision, except that, for purposes of the definition of Change in Control, a
Person shall be deemed to be the "Beneficial Owner" of all shares of Common
Stock that the Person has the right to acquire, whether exercisable immediately
or only after the passage of time.

            "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of such board authorized to act for it
with respect to this Indenture.

            "Board Resolution" means a copy of one or more resolutions,
certified by an Officer of the Company to have been duly adopted or consented to
by the Board of Directors and to be in full force and effect, and delivered to
the Trustee.

            "Business Day" means a day that in the City of New York is not a day
on which banking institutions are authorized or obligated by law or regulation
to close.

            "Capitalized Lease Obligations" means, as to any Person, the
obligations of such Person under a lease that is required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

            "Capital Stock" for 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.
<PAGE>
            "Cash Equivalents" means (i) marketable direct obligations issued
by, or unconditionally guaranteed by, the United States Government or issued by
any agency thereof and backed by the full faith and credit of the United States,
in each case maturing within one year from the date of acquisition thereof; (ii)
marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either Standard & Poor's, a division of the McGraw-Hill
Companies, Inc. ("S&P") or Moody's Investors Service, Inc. ("Moody's"); (iii)
commercial paper maturing no more than one year from the date of acquisition
thereof issued by any bank organized under the laws of the United States of
America or any state thereof or the District of Columbia or any U.S. branch of a
foreign bank having at the date of acquisition thereof combined capital and
surplus of not less than $250,000,000; (iv) repurchase obligations with a term
of not more than seven days for underlying securities of the types described in
clause (i) above entered into with any bank meeting the qualifications specified
in clause (iii) above; and (v) money market funds which invest substantially all
their assets in securities of the types described in clauses (i) through (iv)
above.

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

            "Change in Control" shall be deemed to have occurred at such time
after the original issuance of the Securities as:

            (a) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all or substantially all of the assets
of the Company, to any Person (including any syndicate or group deemed to be a
"person" under Section 13(d)(3) of the Exchange Act);

            (b) the approval by the holders of the Capital Stock of the Company
of any plan or proposal for the liquidation or dissolution of the Company,
whether or not otherwise in compliance with this Indenture;

            (c) any Person (including any syndicate or group deemed to be a
"person" under Section 13(d)(3) of the Exchange Act), other than the Company,
any Subsidiary of the Company, any employee benefit plan of the Company or any
such Subsidiary, is or becomes the Beneficial Owner, directly or indirectly,
through a purchase or other acquisition transaction or series of transactions
(other than a merger or consolidation involving the Company), of shares of
Capital Stock of the Company entitling such Person to exercise in excess of 40%
of the aggregate ordinary voting power of all shares of Voting Stock of the
Company; or

            (d)   the first day on which a majority of the members of the
Board of Directors of the Company are not Continuing Directors.


                                       2
<PAGE>
            "Closing Price" with respect to any security on any day means the
closing sale price per security regular way on such day or, in case no such sale
is reported for such day, the average of the reported closing bid and asked
prices, regular way, or if more than one in either case, the average of the
average bid and the average ask prices as reported in composite transactions
reported in each case on the New York Stock Exchange, or, if such security is
not listed or admitted to trading on such Exchange, on the principal national
security exchange or quotation system on which such security is quoted or listed
or admitted to trading, or, if not quoted or listed or admitted to trading on
any national securities exchange or quotation system, the average of the closing
bid and asked prices of such security on the over-the-counter market on the day
in question as reported by the National Quotation Bureau Incorporated, or a
similar generally accepted reporting service, or if not so available, the price
furnished by any New York Stock Exchange member firm selected from time to time
by the Board of Directors for that purpose, or a price determined in good faith
by the Board of Directors or, to the extent permitted by applicable law, a duly
authorized committee thereof, whose determination shall be conclusive.

            "Common Stock" shall mean shares of the Company's Common Stock,
$1.00 par value per share, as they exist on the date of this Indenture or any
other shares of Capital Stock of the Company into which the Common Stock shall
be reclassified or changed.

            "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, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent
successor or successors.

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

            "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors who (a) was a member of the Board of Directors
as of the date hereof or (b) was nominated for election or elected to the Board
of Directors with approval of a majority of the Continuing Directors who were
members at the time of the new director's nomination or election.

            "Corporate Trust Office" means the office of the Trustee at which at
any time the trust created by this Indenture shall be administered, which office
at the date hereof is located at 101 Barclay Street - 21W, New York, NY 10286,
Attention: Global Finance Unit, 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.


                                       3
<PAGE>
            "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, as in effect from
time to time.

             "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect from time to
time.

            "Global Securities" means Securities that are in the form of the
Security attached hereto as Exhibit A-1.

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

            "Indebtedness" means, with respect to any Person, without
duplication, (a) all indebtedness, obligations and other liabilities (contingent
or otherwise) of such Person (i) for borrowed money (including obligations of
such Person in respect of overdrafts, and any loans or advances from banks,
whether or not evidenced by notes or similar instruments) or (ii) evidenced by
credit or loan agreements, bonds, debentures, notes or similar instruments
(whether or not the recourse of the lender is to the whole of the assets of such
Person or to only a portion thereof) (other than any accounts payable or other
accrued current liability or obligation incurred in the ordinary course of
business in connection with the obtaining of materials or services), (b) all
reimbursement obligations and other liabilities (contingent or otherwise) of
such Person with respect to letters of credit, bank guarantees or bankers'
acceptances, (c) all obligations and liabilities (contingent or otherwise) of
such Person (i) in respect of Capitalized Lease Obligations or (ii) under any
lease or related document (including a purchase agreement, conditional sale or
other title retention agreement) in connection with the lease of real property
or improvements thereon (or any personal property included as part of any such
lease) which provides that such 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 (whether or not such lease
transaction is characterized as an operating lease or a Capitalized Lease
Obligation), (d) all aggregate net payment obligations (contingent or otherwise)
of such Person with respect to any interest rate or other swap, cap, floor or
collar agreement, hedge agreement, forward contract, or other similar instrument
or agreement or foreign currency hedge, exchange, purchase or similar instrument
or agreement, (e) all direct or indirect guaranties or similar agreements by
such Person in respect of, and obligations or liabilities of such Person to
purchase or otherwise acquire or otherwise assure a creditor against loss in
respect of, indebtedness, obligations or liabilities of another Person of the
kinds described in clauses (a) through (d), and (f) any and all deferrals,
renewals, extensions, refinancings and refundings of, or amendments,
modifications or supplements to, any indebtedness, obligation or liability of
the kinds described in clauses (a) through (e); provided, however, that
Indebtedness shall not include obligations and liabilities of such Person (x)
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently


                                       4
<PAGE>
drawn against insufficient funds in the ordinary course of business, provided
such obligations are extinguished within two Business Days of their incurrence,
(y) resulting from the endorsement of negotiable instruments for collection in
the ordinary course of business and consistent with past business practices or
(z) stand-by letters of credit to the extent collaterallized by cash or Cash
Equivalents.

            "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.

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

            "Market Price" means the average of the Closing Prices per share of
Common Stock for 20 consecutive Trading Days commencing 30 Trading Days before
the record date with respect to any distribution, issuance or other event
requiring such computation, appropriately adjusted (as determined in good faith
by the Board of Directors of the Company, whose determination shall be
conclusive) to take into account the occurrence, during the period commencing on
the first of such 20 consecutive Trading Days and ending on such record date, of
any event requiring adjustment of the Conversion Price under this Indenture.

            "Non-Recourse Indebtedness" means any Indebtedness of the Company or
any of its Subsidiaries that is (i) (A) specifically advanced to finance the
acquisition of assets and (B) secured only by the assets to which such
Indebtedness relates without recourse to the Company or any of its Subsidiaries,
(ii) advanced to a Subsidiary of the Company or group of Subsidiaries of the
Company formed for the sole purpose of acquiring or holding assets (A) against
which a loan is obtained that is made without recourse to, and with no cross
collateralization against the assets of, the Company or any other Subsidiary of
the Company, and (B) upon complete or partial liquidation of which the loan must
be correspondingly completely or partially repaid, as the case may be, or (iii)
specifically advanced to finance the acquisition of real property and secured by
only the real property to which such Indebtedness relates without recourse to
the Company or any of its Subsidiaries.

             "Officer" means the Chairman and Chief Executive Officer, the
President, any Vice President (whether or not such is preceded by any modifier
such as "Executive, "Senior" or the like), the Chief Financial Officer, the
Treasurer, the Controller or the Secretary of such Person or any other officer
designated by the board of directors of such Person serving in a similar
capacity; provided, that the designation of any such Officer by the Board of
Directors of the Company shall be evidenced in a Board Resolution.

            "Officers' Certificate" means a written certificate containing the
information specified in Sections 11.04 and 11.05, 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 the principal
executive officer, principal financial officer


                                       5
<PAGE>
or the principal accounting officer of the Company but need not contain the
information specified in Sections 12.04 and 12.05.

            "Opinion of Counsel" means a written opinion containing the
information specified in Section 11.04 and 11.05, from legal counsel who is
acceptable to the Trustee in its reasonable discretion. The counsel may be an
employee of, or counsel to, the Company or the Trustee.

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

            "Recourse Indebtedness" means all Indebtedness of the Company and
its Subsidiaries other than Non-Recourse Indebtedness.

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

            "Redemption Price" shall have the meaning set forth in paragraph 5
of the Securities.

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

            "SEC" means the Securities and Exchange Commission.

            "Security" or "Securities" means any of the Company's 1.25%
Convertible Senior Notes Due 2024, as amended or supplemented from time to time,
issued under this Indenture

            "Security Trading Price" per $1,000 in principal amount of
Securities on any date of determination means the average of the secondary
market bid quotations per $1,000 in principal amount of Securities obtained by
the Conversion Agent for $5,000,000 in principal amount of Securities at
approximately 3:30 p.m., New York City time, on such determination date from
three independent nationally recognized securities dealers selected by the
Company; provided that if at least three such bids cannot reasonably be obtained
by the Conversion Agent, but two such bids are obtained, then the average of the
two bids shall be used, and if only one such bid can reasonably be obtained by
the Conversion Agent, such one bid shall be used. If the Conversion Agent cannot
reasonably obtain at least one bid for $5,000,000 in principal amount of
Securities from a nationally recognized securities dealer or, in the reasonable
judgment of the Company, the bid quotations are not indicative of the secondary
market value of the Securities, then


                                       6
<PAGE>
the Security Trading Price will be determined in good faith by the calculation
agent (which shall initially be the Trustee unless the Trustee shall have
appointed a calculation agent, which may be any investment bank with a national
or international reputation with experience in such matters, including the
Initial Purchasers or their successors) taking into account in such
determination such factors as it, in its sole discretion after consultation with
the Company, deems appropriate.

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

            "Significant Subsidiary" has the meaning ascribed to such term in
Regulation S-X (17 C.F.R. Part 210).

            "Stated Maturity," when used with respect to any Security, means the
date specified in such Security as the fixed date on which an amount equal to
the principal amount of such Security is due and payable.

            "Subsidiary" means, with respect to any Person, (i) any corporation
of which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors under ordinary circumstances
(determined without regard to any classification of directors) shall at the time
be owned, directly or indirectly, by such Person, (ii) any other Person (other
than a partnership) of which at least a majority of the voting interest under
ordinary circumstances is at the time, directly or indirectly, owned by such
Person or (iii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or one or more Subsidiaries
of such Person (or any combination thereof).

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

            "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.

            "Underwriters" shall mean Deutsche Bank Securities Inc. and
Bear, Stearns & Co. Inc.


                                       7
<PAGE>
             "Voting Stock" of a Person means Capital Stock of such Person of
the class or classes pursuant to which the holders thereof have the general
voting power under ordinary circumstances (determined without regard to any
classification of directors) to elect at least a majority of the board of
directors, managers or trustees of such Person (irrespective of whether or not
at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

            Section 1.02.     Other Definitions.

<TABLE>
<CAPTION>
Term                                                                   Defined in
                                                                        Section:
                                                                        --------
<S>                                                                <C>
Acts............................................................         1.05(a)
Agent Members...................................................      2.12(b)(v)
Change in Control Repurchase Date...............................         3.09(a)
Change in Control Repurchase Notice.............................         3.09(c)
Change in Control Repurchase Price..............................         3.09(a)
Company Change in Control Notice................................         3.09(b)
Company Notice..................................................         3.08(b)
Conversion Agent................................................            2.03
Conversion Date.................................................           10.02
Conversion Price................................................           10.06
Depositary......................................................         2.01(b)
Event of Default................................................            6.01
Ex-Dividend Date................................................           10.01
Expiration Time.................................................        10.06(d)
Legal Holiday...................................................           11.08
Legend..........................................................         2.01(c)
Paying Agent....................................................            2.03
Pre-Dividend Sale Price.........................................    10.06 (e)(i)
Purchased Shares................................................        10.06(d)
Quarter.........................................................        10.01(a)
Registrar.......................................................            2.03
Repurchase Date.................................................         3.08(a)
Repurchase Notice...............................................      3.08(a)(i)
Repurchase Price................................................         3.08(a)
Rule 144A Information...........................................            4.06
Stockholder Rights Plan.........................................        10.06(f)
</TABLE>

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

            "Commission" means the SEC.

            "Indenture Securities" means the Securities.


                                       8
<PAGE>
            "Indenture Security Holder" means a Holder or Securityholder.

            "Indenture to be Qualified" means this Indenture.

            "Indenture Trustee" or "Institutional Trustee" means the
Trustee.

            "Obligor" on the indenture securities means the Company.

            All other TIA terms used in this Indenture that are defined by the
TIA, defined by a TIA reference to another statute or defined by an 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;

            (c) "or" is not exclusive;

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

            (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 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
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Acts" 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


                                       9
<PAGE>
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.

            (c) The ownership of Securities shall be proved by the register
maintained by the Registrar.

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

            (e) 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 Board Resolution, 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 the
purposes of determining whether Holders of the requisite proportion of
outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Securities 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 become effective
pursuant to the provisions of this Indenture not later than six months after the
record date.

                                   ARTICLE II

                                 THE SECURITIES

            Section 2.01. Form and Dating. i) Forms. The Securities and the
Trustee's certificate of authentication shall be substantially in the forms set
forth on Exhibits A-1 and A-2, which are a part of this Indenture and
incorporated by reference herein. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage; provided that any
such notation, legend or endorsement required by usage is in a form acceptable
to the Company. The Company shall provide any such notations, legends or
endorsements to the Trustee in writing. Each Security shall be dated the date of
its authentication.


                                       10
<PAGE>
            (b) Global Securities in General. Securities offered and sold shall
be issued, initially only in the form of a Global Security, which shall be
deposited with the Trustee at its Corporate Trust Office, as custodian for the
Depositary 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. Each Global
Security shall represent such of the outstanding Securities as shall be
specified therein and each shall provide that it shall represent the aggregate
amount of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges, redemptions
and conversions. Any adjustment of the aggregate principal amount of a Global
Security to reflect the amount of any increase or decrease in the amount of
outstanding Securities represented thereby shall be made by the Trustee as
required by Section 2.12 hereof and shall be made on the records of the Trustee
and the Depositary.

            (c) Book-Entry Provisions. The Company shall execute and the Trustee
shall, in accordance with this Section 2.01(b), authenticate and deliver
initially one or more Global Securities that (i) shall be registered in the name
of the Depositary, (ii) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary's instructions and (iii) shall bear legends
(collectively, the "Legend") substantially to the following effect:


                  "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
            REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO COEUR d'ALENE
            MINES CORPORATION (THE "COMPANY") OR ITS AGENT FOR REGISTRATION OF
            TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
            REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
            REQUESTED BY 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 SECURITY SHALL BE LIMITED TO TRANSFERS TO
            NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF
            OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS


                                       11
<PAGE>
            GLOBAL SECURITY 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) Certificated Securities. Securities not issued as interests in
the Global Securities will be issued in certificated form substantially in the
form of Exhibit A-2 attached hereto.

            Section 2.02. Execution and Authentication. The Securities shall be
executed on behalf of the Company by the manual or facsimile signature of any
Officer.

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

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

            The Trustee shall authenticate and deliver Securities for original
issue in an aggregate principal amount of up to $180,000,000 (which shall
include the Underwriters' option to purchase additional Securities in an
aggregate principal amount of up to $20,000,000) upon a Company Order without
any further action by the Company. The aggregate principal amount of Securities
outstanding at any time may not exceed the amount set forth in the foregoing
sentence, except as provided in Section 2.07.

            The Securities shall be issued only in registered form without
coupons and only in denominations of $1,000 of 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 Securities may be presented for
registration of transfer or for exchange ("Registrar"), an office or agency
where Securities may be presented for purchase or payment ("Paying Agent") and
an office or agency where Securities may be presented for conversion
("Conversion Agent"). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The 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.


                                       12
<PAGE>
            The Company shall enter into an appropriate agency agreement with
any Registrar, Paying Agent, Conversion Agent or co-registrar (other than the
Trustee). Such 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 7.07. 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 Securities.

            Section 2.04. Paying Agent to Hold Money in Trust. Except as
otherwise provided herein, not later 11:00 a.m. (New York City time) on the
Business Day prior to each due date of payments in respect of any Security, the
Company shall deposit with the Paying Agent a sum of money 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 Holders or the Trustee all money held by the Paying
Agent for the making of payments in respect of the Securities 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 moneys held
in trust. If the Company, a Subsidiary or an Affiliate of either of them acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require the Paying
Agent to pay all money held by it to the Trustee and to account for any funds
disbursed by it. Upon doing so, the Paying Agent shall have no further liability
for such money or shares of Common Stock, as the case may be.

            Section 2.05. Holder Lists. The Trustee shall preserve in as current
a form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders. If the Trustee is not the Registrar, the Company
shall cause to be furnished to the Trustee at least semiannually on January 10
and July 10 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 Holders, which list may be dated not more than 15 days
prior to the time such information is furnished; provided however, that the list
of Holders provided on January 10 and July 10 shall contain the list of Holders
as of the immediately preceding January 1 and July 1, respectively.

            Section 2.06. Transfer and Exchange.

            (a) Subject to Section 2.12 hereof, upon surrender for registration
of transfer of any Securities, together with a written instrument of transfer
satisfactory to the Registrar duly executed by the Securityholder or such
Securityholder'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


                                       13
<PAGE>
more new Securities 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
Securities from the Securityholder requesting such transfer or exchange.

            At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
principal amount, upon surrender of the Securities to be exchanged, together
with a written instrument of transfer satisfactory to the Registrar duly
executed by the Securityholder or such Securityholder's attorney duly authorized
in writing, at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities that 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 Securities selected for redemption
(except, in the case of Securities to be redeemed in part, the portion thereof
not to be redeemed) or any Securities in respect of which a Repurchase Notice or
Change in Control Repurchase Notice has been given and not withdrawn by the
Holder thereof in accordance with the terms of this Indenture (except, in the
case of Securities to be purchased in part, the portion thereof not to be
purchased) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed.

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

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

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

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


                                       14
<PAGE>
            Section 2.07. Replacement Securities. If any mutilated Security is
surrendered to the Trustee, or the Company and the Trustee receive evidence to
their satisfaction of the destruction, loss or theft of any Security, and there
is delivered to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security has been acquired by a
protected purchaser (within the meaning of Section 8-303 of the Uniform
Commercial Code), the Company shall execute, and upon the Company's written
request the Trustee shall authenticate and deliver, in exchange for any such
mutilated Security or in lieu of any such destroyed, lost or stolen Security, a
new Security of like tenor and principal amount, bearing a number not
contemporaneously outstanding.

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

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

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

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

            Section 2.08. Outstanding Securities; Determinations of Holders'
Action. Securities outstanding at any time are all the Securities authenticated
by the Trustee, except for those cancelled by it, those paid pursuant to Section
2.07, those delivered to it for cancellation pursuant to Section 2.10 and those
described in this Section 2.08 as not outstanding. A Security does not cease to
be outstanding because the Company or an Affiliate thereof holds the Security;
provided, however, that in determining whether the Holders of the requisite
principal amount of Securities have given or concurred in any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities 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 Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Subject to the foregoing,
only Securities outstanding at the time of such


                                       15
<PAGE>
determination shall be considered in any such determination (including, without
limitation, determinations pursuant to Articles 6 and 9).

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

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

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

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

            If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the 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 Securities, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of authorized denominations. Until so
exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

            Section 2.10. Cancellation. All Securities surrendered for payment,
purchase by the Company pursuant to Article 3, conversion, redemption or
registration of transfer or exchange (other than Securities converted pursuant
to Section 10.02) 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 Securities previously
authenticated and delivered hereunder that the


                                       16
<PAGE>
Company may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly cancelled by the Trustee. The Company may not issue
new Securities to replace Securities it has paid or delivered to the Trustee for
cancellation or that any Holder has converted pursuant to Article 10. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of by
the Trustee in accordance with the Trustee's customary procedure.

            Section 2.11. Persons Deemed Owners. Prior to due presentment of a
Security 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 Security is
registered as the owner of such Security for the purpose of receiving payment of
the principal amount of the Security or the payment of any Redemption Price,
Repurchase Price, as defined below, or Change in Control Repurchase Price in
respect thereof, and accrued but unpaid interest thereon, for the purpose of
conversion and for all other purposes whatsoever, whether or not such Security
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 Securities.

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

            (b) The provisions of clauses (i), (ii), (iii) and (iv) below shall
apply only to Global Securities:

                  (i) Notwithstanding any other provisions of this Indenture or
            the Securities, a Global Security shall not be exchanged in whole or
            in part for a Security registered in the name of any Person other
            than the Depositary or one or more nominees thereof; provided that a
            Global Security may be exchanged for Securities registered in the
            names of any Person designated by the Depositary in the event that
            (x) the Depositary has notified the Company that it is unwilling or
            unable to continue as Depositary for such Global Security 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, (y) the Company has provided the Depositary
            with written notice that it has decided to discontinue use of the
            system of book-


                                       17
<PAGE>
            entry transfer through the Depositary or any successor Depositary or
            (z) an Event of Default has occurred and is continuing with respect
            to the Securities. Any Global Security exchanged pursuant to clauses
            (x) or (y) above shall be so exchanged in whole and not in part, and
            any Global Security exchanged pursuant to clause (z) above may be
            exchanged in whole or from time to time in part as directed by the
            Depositary. Any Security issued in exchange for a Global Security or
            any portion thereof shall be a Global Security; provided that any
            such Security so issued that is registered in the name of a Person
            other than the Depositary or a nominee thereof shall not be a Global
            Security.

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

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

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

                  (v) Neither any members of, or participants in, the Depositary
            (collectively, the "Agent Members") nor any other


                                       18
<PAGE>
            Persons on whose behalf Agent Members may act shall have any rights
            under this Indenture with respect to any Global Security registered
            in the name of the Depositary or any nominee thereof, or under any
            such Global Security, and the Depositary or such nominee, as the
            case may be, may be treated by the Company, the Trustee and any
            agent of the Company or the Trustee as the absolute owner and holder
            of such Global Security for all purposes whatsoever. Notwithstanding
            the foregoing, nothing herein shall prevent the 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 Security.

                  (vi) With respect to any Global Security, the Company, the
            Registrar and the Trustee shall be entitled to treat the Person in
            whose name such Global Security is registered as the absolute owner
            of such Security for all purposes of this Indenture, and neither the
            Company, the Registrar nor the Trustee shall have any responsibility
            or obligation to any Agent Members or other beneficial owners of the
            Securities represented by such Global Security. Without limiting the
            immediately preceding sentence, neither the Company, the Registrar
            nor the Trustee shall have any responsibility or obligation with
            respect to (a) the accuracy of the records of any Depositary or any
            other Person with respect to any ownership interest in any Global
            Security, (b) the delivery to any Person, other than a Holder, of
            any notice with respect to the Securities represented by a Global
            Security, including any notice of redemption or refunding, (c) the
            selection of the particular Securities or portions thereof to be
            redeemed or refunded in the event of a partial redemption or
            refunding of part of the Securities outstanding or (d) the payment
            to any Person, other than a Holder, of any amount with respect to
            the principal of, redemption premium, if any, Repurchase Price or
            interest with respect to any Global Security.

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



                                       19
<PAGE>
                                   ARTICLE III

                           REDEMPTION AND REPURCHASES

            Section 3.01. Right To Redeem; Notices To Trustee.

            (a) Optional Redemption. The Company, at its option, may redeem the
Securities in accordance with the provisions of paragraphs 5 and 7 of the
Securities and at the Redemption Price specified in paragraph 5 of the
Securities, together with accrued but unpaid interest, thereon up to but not
including the Redemption Date; provided that if the Redemption Date is on or
after an interest record date, but on or prior to the related interest payment
date, interest will be payable to the Holders in whose names the Securities are
registered at the close of business on the relevant record date for payment of
such interest.

            (b) Notice to Trustee. If the Company elects to redeem Securities
pursuant to this Section 3.01, it shall notify the Trustee in writing of the
Redemption Date, the principal amount of Securities to be redeemed and the
Redemption Price. The Company shall give the notice to the Trustee provided for
in this Section 3.01(b) by a Company Order at least 30 days but not more than 60
days before the Redemption Date.

            Section 3.02. Selection of Securities to Be Redeemed. If less than
all the Securities are to be redeemed, subject to the procedures of the
Depositary in the case of Global Securities to be so redeemed, the Trustee shall
select the Securities to be redeemed by any method that the Trustee deems fair
and appropriate. The Trustee may select for redemption portions of the principal
amount of Securities that have denominations of $1,000 and integral multiples
thereof.

            Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.

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

            Section 3.03. Notice of Redemption. At least 30 days but not more
than 60 days before a Redemption Date, the Company shall mail a notice of
redemption by first-class mail, postage prepaid, to each Holder of Securities to
be redeemed.

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

            (a)   the Redemption Date;


                                       20
<PAGE>
            (b) the Redemption Price and, to the extent known at the time of
such notice the amount of interest, payable on the Redemption Date;

            (c) the current Conversion Price;

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

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

            (f) that Holders who want to convert Securities must satisfy the
requirements set forth in paragraph 8 of the Securities;

            (g) that Securities called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price therefor, together with accrued but
unpaid interest;

            (h) if fewer than all the outstanding Securities are to be redeemed,
the principal amounts of the particular Securities to be redeemed;

            (i) that, unless the Company defaults in making such payment,
interest, on Securities called for redemption will cease to accrue on and after
the Redemption Date and the Securities will cease to be convertible; and

            (j) the CUSIP number of the Securities.

            At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense; provided that the
Company makes such request prior to the date by which such notice of redemption
must be given to Holders in accordance with this Section 3.03 and the Company
provides the Trustee with all information required for such notice of
redemption.

            Section 3.04. Effect of Notice of Redemption. Once notice of
redemption is given, Securities called for redemption become due and payable on
the Redemption Date and at the Redemption Price together with accrued but unpaid
interest, thereon stated in the notice, except for Securities which are
converted in accordance with the terms of this Indenture. Upon surrender to the
Paying Agent, such Securities shall be paid at the Redemption Price stated in
the notice, together with accrued but unpaid interest, thereon, up to but not
including the Redemption Date.

            Section 3.05. Deposit of Redemption Price. Prior to 11:00 a.m. (New
York City time) on the Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of
them is the Paying Agent, shall segregate and hold in trust) money sufficient to
pay the aggregate Redemption Price of all Securities to be redeemed on that
date, together with accrued but unpaid interest, thereon, up to but not
including the Redemption Date other than Securities or portions of Securities
called for redemption that on or prior thereto have


                                       21
<PAGE>
been delivered by the Company to the Trustee for cancellation or have been
converted. The Paying Agent shall as promptly as practicable return to the
Company any money not required for that purpose because of conversion of
Securities pursuant to Article 10. If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.

            Section 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder, without service charge, a new
Security or Securities, of any authorized denomination as requested by such
Holder in aggregate principal amount equal to, and in exchange for, the
unredeemed portion of the principal amount of the Security surrendered.

            Section 3.07. Sinking Fund. There shall be no sinking fund provided
for the Securities.

            Section 3.08. Repurchase of Securities at Option of the Holder.

            (a) General. Securities shall be repurchased by the Company in
accordance with the provisions of paragraph 6 of the Securities on January 15,
2011, January 15, 2014 and January 15, 2019 (each, a "Repurchase Date") at a
Repurchase Price per Security equal to 100% of the aggregate principal amount of
the Security (the "Repurchase Price"), together with accrued but unpaid
interest, thereon, up to but not including the Repurchase Date. The Company may
choose, in its sole discretion, to pay the Repurchase Price in cash or shares of
Common Stock, or a combination of cash and shares of Common Stock. If the
Company pays any part of the Repurchase Price in shares of Common Stock, the
value of such shares of Common Stock shall be deemed to equal 95% of the average
Closing Price for the 10 Trading Days immediately preceding and including the
third Trading Day prior to the Repurchase Date, appropriately adjusted to take
into account the occurrence during the period commencing on the first of the 10
Trading Days and ending on the Repurchase Date, of any event requiring
adjustment of the Conversion Price under this Indenture.

            Repurchases of Securities hereunder shall be made, at the option of
the Holder thereof, upon:

                  (i) delivery to the Company and the Paying Agent by the Holder
of a written notice of purchase (a "Repurchase Notice") at any time from the
opening of business on the date that is 20 Business Days prior to the Repurchase
Date until the close of business on the Business Day prior to such Repurchase
Date stating:

                              (A) the certificate number of the Security which
      the Holder will deliver to be repurchased;

                              (B) the portion of the principal amount of the
      Security which the Holder will deliver to be repurchased, which


                                       22
<PAGE>
      portion must be in principal amounts of $1,000 or an integral multiple
      thereof; and

                              (C) that such Security shall be repurchased as of
      the Repurchase Date pursuant to the terms and conditions specified in
      paragraph 6 of the Securities and in this Indenture.

                              (D) in the event the Company elects, pursuant to
      the Repurchase Notice, to pay the Repurchase Price in shares of Common
      Stock, in whole or in part, but the Repurchase Price is ultimately to be
      paid to the Holder entirely in cash because any of the conditions to
      payment of the Repurchase Price or portion of the Repurchase Price in
      shares of Common Stock is not satisfied prior to the close of business on
      the last day prior to the Repurchase Date, as described below, whether the
      holder elects: (a) to withdraw the Repurchase Notice as to some or all the
      Securities to which it relates, or (b) to receive cash in respect of the
      entire Repurchase Price for all Securities or portions of Securities
      subject to the Repurchase Notice.

            If the Holder fails to indicate the Holder's choice with respect to
the election described in clause (D) above, the Holder will be deemed to have
elected to receive cash in respect of the entire Repurchase Price for all
Securities subject to the Repurchase Notice in the circumstances prompting such
Repurchase Notice.

                  (ii) delivery or book-entry transfer of such Security to the
Paying Agent prior to, on or after the Repurchase Date (together with all
necessary endorsements) at the offices of the Paying Agent, such delivery being
a condition to receipt by the Holder of the Repurchase Price therefor, together
with accrued but unpaid interest; provided, however, that such Repurchase Price,
together with accrued but unpaid interest, shall be so paid pursuant to this
Section 3.08 only if the Security so delivered to the Paying Agent shall conform
in all respects to the description thereof in the related Repurchase Notice, as
determined by the Company in its sole discretion.

            The Company shall repurchase from the Holder thereof, pursuant to
this Section 3.08, a portion of a Security if the principal amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

            Any purchase by the Company contemplated pursuant to the provisions
of this Section 3.08 shall be consummated by the delivery of the consideration
to be received by the Holder promptly following the later of the Repurchase Date
and the time of delivery or book-entry transfer of the Security.

            Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Repurchase Notice contemplated by this
Section 3.08(a) shall have


                                       23
<PAGE>
the right to withdraw such Repurchase Notice at any time prior to the close of
business on the last Business Day prior to the Repurchase Date by delivery of a
written notice of withdrawal to the Paying Agent at the principal office of the
Paying Agent in accordance with Section 3.10.

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

            (b) Company Notice. In connection with any repurchase of Securities
pursuant to Section 3.08 or 3.09, the Company shall give written notice of the
Repurchase Date or Change in Control Repurchase Date, as applicable, to the
Holders (the "Company Notice"). The Company Notice shall be sent by first-class
mail to the Trustee and to each Holder not less than 20 Business Days prior to
any Repurchase Date if the Company chooses to pay the Repurchase Price, in whole
or in part, in Common Stock or a combination of cash and Common Stock or not
more than 30 days after the occurrence of a Change in Control, as the case may
be. Each Company Notice shall include a form of Repurchase Notice to be
completed by a Holder and shall state:

                  (i) whether the Company will pay the Repurchase Price in cash,
            in Common Stock, or any combination thereof and specifying the
            percentages of each;

                  (ii) If the Company elects to pay with Common Stock, the
            method of calculating the price of the Common Stock

                  (iii) the Repurchase Price, Change in Control Repurchase Price
            and Conversion Price;

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

                  (v) that Securities as to which a Repurchase Notice or Change
            in Control Repurchase Notice has been given may be converted only if
            the applicable Repurchase Notice or Change in Control Repurchase
            Notice has been withdrawn in accordance with the terms of this
            Indenture;

                  (vi) that Securities must be surrendered to the Paying Agent
            to collect payment of the Repurchase Price or Change in Control
            Repurchase Price and accrued but unpaid interest;

                  (vii) that the Repurchase Price or Change in Control
            Repurchase Price for any Securities as to which a Repurchase Notice
            or Change in Control Repurchase Notice has been given and not
            withdrawn, shall be paid promptly following the later of the
            Repurchase Date or Change in Control Repurchase Date and the time of
            surrender of such Securities;


                                       24
<PAGE>
                  (viii) the procedures the Holder must follow under Section
            3.08 or Section 3.09, as the case may be;

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

                  (x) that, unless the Company defaults in making payment of
            such Repurchase Price or Change in Control Repurchase Price,
            interest, on Securities covered by any Repurchase Notice or Change
            in Control Repurchase Notice will cease to accrue on and after the
            Repurchase Date or Change in Control Repurchase Date;

                  (xi) the CUSIP or ISIN number of the Securities; and

                  (xii) the procedures for withdrawing a Repurchase Notice or
            Change in Control Repurchase Notice (as specified in Section 3.10).

            Upon determination of the actual number of shares of Common Stock to
be paid upon repurchase of the Securities in accordance with Section 3.08, the
Company shall disseminate a press release not later than two Business Days prior
to the Repurchase Date through Dow Jones & Company, Inc., Business Wire,
Bloomberg Business News or Reuters (or, if such organizations are not in
existence at the time of issuance of such press release, such other news or
press organization as is reasonably calculated to broadly disseminate the
relevant information to the public) containing such information and publish such
information on the Company's website or through such other public medium as the
Company may use at such time.

            Simultaneously with the giving of such Company Notice, the Company
shall disseminate a press release through Dow Jones & Company, Inc., Business
Wire, Bloomberg Business News or Reuters (or, if such organizations are not in
existence at the time of issuance of such press release, such other news or
press organization as is reasonably calculated to broadly disseminate the
relevant information to the public) containing the information contained in the
Company Notice and publish such information on the Company's website or through
such other public medium as the Company may use at such time.

            At the Company's request and at the Company's expense, the Trustee
shall give the Company Notice in the Company's name; provided, however, that, in
all cases, the text of the Company Notice shall be prepared by the Company.

            Section 3.09. Purchase of Securities at Option of the Holder upon
Change in Control.

            (a) If at any time that Securities remain outstanding there shall
have occurred a Change in Control, Securities shall be repurchased by the
Company, at the option of the Holder thereof, at a Repurchase Price in cash (the
"Change in Control


                                       25
<PAGE>
Repurchase Price") equal to the principal amount plus accrued but unpaid
interest, thereon, up to but not including the date (the "Change in Control
Repurchase Date") fixed by the Company that is not less than 30 days nor more
than 45 days after the date the Company Notice is given, subject to satisfaction
by or on behalf of the Holder of the requirements set forth in Section 3.09(c);
provided that if the Change in Control Repurchase Date is on or after an
interest record date but on or prior to the related interest payment date,
interest will be payable to the Holders in whose names the Securities are
registered at the close of business on the relevant record date.

            (b) The Company, or at its request (which must be received by the
Trustee at least three Business Days (or such lesser period as agreed to by the
Trustee) prior to the date the Trustee is requested to give such notice as
described below) the Trustee in the name of and at the expense of the Company,
shall mail to all Holders of record of the Securities a notice (a "Company
Change in Control Notice") of the occurrence of a Change in Control and of the
repurchase right arising as a result thereof, including the information required
by Section 3.08(b) hereof, not more than 30 days after the occurrence of such
Change in Control. The Company shall promptly furnish to the Trustee a copy of
such notice.

            (c) For a Security to be so repurchased at the option of the Holder,
the Paying Agent must receive such Security with the form entitled "Option to
Elect Repurchase Upon a Change in Control" (a "Change in Control Repurchase
Notice") on the reverse thereof duly completed, together with such Security duly
endorsed for transfer, on or before the Change in Control Repurchase Date. All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Security for redemption shall be determined by the Company,
whose determination shall be final and binding.

            The Company shall purchase from the Holder thereof, pursuant to this
Section 3.09, a portion of a Security if the principal amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Security also apply to the purchase of such
portion of such Security.

            Any purchase by the Company contemplated pursuant to the provisions
of this Section 3.09 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 Security to the Paying
Agent in accordance with this Section 3.09.

            Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Repurchase Notice
contemplated by this Section 3.09(c) 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 3.10.

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


                                       26
<PAGE>
            Notwithstanding anything herein to the contrary, the Company's
obligations pursuant to this Section 3.09 shall be satisfied if a third party
makes an offer to repurchase outstanding Securities after a Change in Control in
the manner and at the times and otherwise in compliance in all material respects
with the requirements of this Section 3.09 and purchases all Securities properly
tendered and not withdrawn pursuant to the requirements of this Section 3.09.

            Section 3.10. Effect of Repurchase Notice or Change in Control
Repurchase Notice. Upon receipt by the Paying Agent of the Repurchase Notice or
Change in Control Repurchase Notice specified in Section 3.08 or Section
3.09(c), as applicable, the Holder of the Security in respect of which such
Repurchase Notice or Change in Control Repurchase Notice, as the case may be,
was given shall (unless such Repurchase Notice or Change in Control Repurchase
Notice is withdrawn as specified in the following two paragraphs) thereafter be
entitled to receive solely the Repurchase Price or Change in Control Repurchase
Price, together with accrued but unpaid interest, thereon, to but not including
the Repurchase Date or Change in Control Repurchase Date, as the case may be,
with respect to such Security. Such Repurchase Price or Change in Control
Repurchase Price, together with accrued but unpaid interest, thereon, to but not
including the Repurchase Date or Change in Control Repurchase Date, as the case
may be, shall be paid to such Holder, subject to receipt of funds by the Paying
Agent, promptly following the later of (x) the Repurchase Date or the Change in
Control Repurchase Date, as the case may be, with respect to such Security
(provided that the conditions in Section 3.08 or Section 3.09, as applicable,
have been satisfied) and (y) the time of delivery or book-entry transfer of such
Security to the Paying Agent by the Holder thereof in the manner required by
Section 3.08 or Section 3.09(c), as applicable. Securities in respect of which a
Repurchase Notice or Change in Control Repurchase Notice, as the case may be,
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 Repurchase Notice or Change
in Control Repurchase Notice, as the case may be, unless such Repurchase Notice
or Change in Control Repurchase Notice, as the case may be, has first been
validly withdrawn as specified in the following two paragraphs.

            A Repurchase Notice or Change in Control Repurchase Notice, as the
case may be, may be withdrawn by means of a written notice of withdrawal
delivered to the office of the Paying Agent in accordance with the Repurchase
Notice or Change in Control Repurchase Notice, as the case may be, at any time,
in the case of any repurchase of Securities pursuant to Section 3.08, prior to
the close of business on the last Business Day prior to the Repurchase Date or
prior to the close of business, in the case of any repurchase of Securities
pursuant to Section 3.09, Change in Control Repurchase Date, as the case may be,
specifying:

                  (i) the certificate number, if any, of the Security in respect
            of which such notice of withdrawal is being submitted;

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


                                       27
<PAGE>
                  (iii) the principal amount, if any, of such Security which
            remains subject to the original Repurchase Notice or Change in
            Control Repurchase Notice, as the case may be, and which has been or
            will be delivered for purchase by the Company.

            There shall be no purchase of any Securities pursuant to Section
3.08 or Section 3.09 or redemption pursuant to Section 3.01 if there has
occurred prior to, on or after, as the case may be, the giving, by the Holders
of such Securities, of the required Repurchase Notice (or Change in Control
Repurchase Notice, as the case may be) and is continuing an Event of Default
(other than a default in the payment of the Repurchase Price or Change in
Control Repurchase Price, as the case may be). The Paying Agent will promptly
return to the respective Holders thereof any Securities (x) with respect to
which a Repurchase Notice or Change in Control Repurchase Notice, as the case
may be, 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 Repurchase Price or Change in Control Repurchase Price, as the
case may be) in which case, upon such return, the Repurchase Notice or Change in
Control Repurchase Notice with respect thereto shall be deemed to have been
withdrawn.

            Section 3.11. Deposit of Repurchase Price or Change in Control
Repurchase Price. Prior to 11:00 a.m. (New York City time) on the Business Day
prior to the Repurchase Date or the Change in Control Repurchase Date, as the
case may be, the Company shall deposit with the Trustee or with the Paying Agent
(or, if the Company or a Subsidiary or an Affiliate of either of them is acting
as the Paying Agent, 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 shares of Common Stock sufficient to pay the aggregate
Repurchase Price or Change in Control Repurchase Price, as the case may be,
together with accrued but unpaid interest thereon, to but not including the
Repurchase Date or Change in Control Repurchase Date, as the case may be, of all
the Securities or portions thereof which are to be purchased as of the
Repurchase Date or Change in Control Repurchase Date, as the case may be.

            Section 3.12. Securities Purchased in Part. Any Certificated
Security that 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 Security, without
service charge, a new Security or Securities, of any authorized denomination as
requested by such Holder in aggregate principal amount equal to, and in exchange
for, the portion of the principal amount of the Security so surrendered which is
not purchased.

            Section 3.13. Covenant to Comply with Securities Laws upon Purchase
of Securities. When complying with the provisions of Sections 3.08 or 3.09
hereof (provided that such offer or purchase constitutes an "issuer tender
offer" for purposes of Rule 13e-4 (which term, as used herein, includes any
successor provision thereto) under


                                       28
<PAGE>
the Exchange Act at the time of such offer or purchase), the Company shall (i)
comply in all material respects with Rule 13e-4 and Rule 14e-1 under the
Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form
or report) under the Exchange Act, and (iii) otherwise comply in all material
respects with all Federal and state securities laws so as to permit the rights
and obligations under Sections 3.08 or 3.09 to be exercised in the time and in
the manner specified in Sections 3.08 or 3.09.

            Section 3.14. Repayment to the Company. The Trustee and the Paying
Agent shall return to the Company any cash that remains unclaimed as provided in
paragraph 11 of the Securities, together with interest or dividends, if any,
thereon (subject to the provisions of Section 7.01(f)), held by them for the
payment of the Repurchase Price or Change in Control Repurchase Price, as the
case may be, and accrued but unpaid interest; provided, however, that to the
extent that the aggregate amount of cash deposited by the Company pursuant to
Section 3.11 exceeds the aggregate Repurchase Price or Change in Control
Repurchase Price, as the case may be, of the Securities or portions thereof
which the Company is obligated to purchase as of the Repurchase Date or Change
in Control Repurchase Date, as the case may be, and accrued but unpaid interest
thereon, then, unless otherwise agreed in writing with the Company, promptly
after the Business Day following the Repurchase Date or Change in Control
Repurchase Date, as the case may be, the Trustee shall return any such excess to
the Company together with interest or dividends, if any, thereon (subject to the
provisions of Section 7.01(f)).

                                   ARTICLE IV

                                    COVENANTS

            Section 4.01. Payment of Securities. The Company shall promptly make
all payments in respect of the Securities on the dates and in the manner
provided in the Securities or pursuant to this Indenture. Any amounts to be
given to the Trustee or Paying Agent, as the case may be, shall be deposited
with the Trustee or Paying Agent, as the case may be, by 11:00 a.m. (New York
City time), on the dates required pursuant to Section 2.04 hereof. Interest
installments, principal amount, Redemption Price, Repurchase Price, Change in
Control Repurchase Price and interest, if any, due on overdue amounts shall be
considered paid on the applicable date due if at 11:00 a.m. (New York City time)
on such date (or, in the case of a Repurchase Price or Change in Control
Repurchase Price, on the Business Day prior to the applicable Repurchase Date or
Change in Control Repurchase Date, as the case may be) the Trustee or the Paying
Agent, as the case may be, holds, in accordance with this Indenture, money
sufficient to pay all such amounts then due.

            The Company shall, to the extent permitted by law, pay interest on
overdue amounts at the rate per annum set forth in paragraph 1 of the
Securities, 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
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in addition to the continued accrual of interest on the
Securities.


                                       29
<PAGE>


                  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. In the event the Company is at any time
no longer subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, it shall continue to provide the Trustee with reports containing
substantially the same information as would have been required to be filed with
the SEC had the Company continued to have been subject to such reporting
requirements. In such event, such reports shall be provided to the Trustee at
the times the Company would have been required to provide reports had it
continued to have been subject to such reporting requirements. In addition, the
Company shall comply with the other provisions of TIA Section 314(a). Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).

                  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 December 31, 2003) an
Officers' Certificate, one of the signers of which shall be the Chief Executive,
Chief Accounting or Chief Financial, Officer, 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
Securities may be presented or surrendered for payment, where Securities 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 Securities and this Indenture may be served. The Trustee's office located at
The Bank of New York, 101 Barclay Street - 21W, New York, NY 10286 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 or agency of the Trustee). If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the


                                       30
<PAGE>
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 Securities 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.

                                   ARTICLE V

                              SUCCESSOR CORPORATION

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

                  (i) (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 (a) shall be a corporation or limited
         liability company organized and validly existing under the laws of the
         United States or any State thereof or the District of Columbia, and (b)
         shall expressly assume, by an indenture supplemental hereto, executed
         and delivered to the Trustee, in form satisfactory to the Trustee, all
         of the obligations of the Company under the Securities and this
         Indenture;

                  (ii) immediately after giving effect to such transaction, no
         Default shall have occurred and be continuing; and

                  (iii) 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.

                  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 (except in the case of a lease) be substituted for,
and may



                                       31
<PAGE>
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 except for obligations the Company
may have under a supplemental indenture pursuant to Section 9.06, the Company
shall be discharged from all obligations and covenants under this Indenture and
the Securities. 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, as applicable.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

                  Section 6.01. Events of Default. Subject to the provisions set
forth below in this Section 6.01, each of the following events is an "Event of
Default":

                  (a) the failure to pay interest on any Securities when the
same becomes due and payable and the Default continues for a period of 30 days;

                  (b) the failure to pay the principal of any Securities, when
such principal becomes due and payable, at maturity, upon acceleration, upon
redemption or otherwise (including the failure to make an offer to repurchase
the Securities upon a Change in Control or make a payment to purchase Securities
tendered pursuant to a Change in Control Repurchase Notice or to repurchase
Securities at the option of Holders on January 15, 2011, 2014 or 2019);

                  (c) the failure to provide a Company Change in Control Notice
in accordance with the terms of Section 3.09(b) hereof;

                  (d) a Default or breach in the observance or performance of
any other covenant or agreement contained in this Indenture which Default
continues for a period of 30 days after the Company receives written notice
specifying the default (and demanding that such default be remedied) from the
Trustee or the Holders of at least 25% of the outstanding principal amount of
the Securities (except in the case of a Default with respect to Section 5.01,
which will constitute an Event of Default with such notice requirement but
without such passage of time requirement);

                  (e) the failure to pay at final maturity (giving effect to any
applicable grace periods and any extensions thereof) the principal amount of any
Recourse Indebtedness of the Company or any Subsidiary of the Company, or the
acceleration of the final stated maturity of any such Recourse Indebtedness if
the aggregate principal amount of such Recourse Indebtedness, together with the
principal amount of any other such Recourse Indebtedness in default for failure
to pay principal at final maturity or which has been accelerated, aggregates
$25.0 million or more at any time;

                  (f) one or more judgments in an aggregate amount in excess of
$25.0 million shall have been rendered against the Company or any of its
Subsidiaries and


                                       32
<PAGE>
remain undischarged, unpaid or unstayed for a period of 60 days after such
judgment or judgments become final and nonappealable;

                  (g) The Company or any of its Significant Subsidiaries
pursuant to or under or within the meaning of any Bankruptcy Law:

                           (i) commences a voluntary case or proceeding;

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

                           (iii) consents to the appointment of a custodian of
                  it or for all or substantially all of its property;

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

                           (v) shall generally not pay its debts when such debts
                  become due or shall admit in writing its inability to pay its
                  debts generally; or

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

                  (i) is for relief against the Company or any Significant
Subsidiary of the Company in an involuntary case or proceeding;

                           (i) appoints a custodian of the Company or any
                  Significant Subsidiary of the Company for all or substantially
                  all of its properties; or

                           (ii) orders the liquidation of the Company or any
                  Significant Subsidiary of Company;

                           (iii) and in each case the order or decree remains
                  unstayed and in effect for 60 consecutive days.

                  The Events of Default described in clauses (e), (f), (g) and
(h) above with respect to a Subsidiary shall not apply if such Person was not a
Subsidiary at the time such event or condition occurred unless, in the case of
clause (e) or (f) above, the Company or another Subsidiary thereof assumes or
otherwise becomes liable for the liability referred to therein or the
liabilities generally of such Person.

                  Section 6.02. Acceleration.

                  (a) If an Event of Default (other than an Event of Default
specified in clause (g) or (h) of Section 6.01) shall occur and be continuing,
the Trustee may, and at the request of the Holders of at least 25% in principal
amount of outstanding Securities


                                       33
<PAGE>
shall, declare the principal of and accrued interest, on all the Securities to
be due and payable by notice in writing to the Company. Such notice shall
specify the respective Event of Default and that it is a "notice of
acceleration." Upon the giving of such notice, the principal of and accrued but
unpaid interest on all Securities shall become immediately due and payable. If
an Event of Default specified in clause (g) or (h) of Section 6.01 occurs and is
continuing with respect to Company, then all unpaid obligations for principal,
premium, interest, penalties, fees, indemnifications, reimbursements, damages
and other liabilities payable under the documentation under which any
Indebtedness is created, evidenced or secured on all of the outstanding
Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.

                  (b) At any time after a declaration of acceleration with
respect to the Securities as described in the preceding paragraph, the Holders
of a majority in aggregate principal amount of the Securities may rescind and
cancel such declaration and its consequences (i) if the rescission would not
conflict with any judgment or decree, (ii) if all existing Events of Default
have been cured or waived except nonpayment of principal or interest that has
become due solely because of such acceleration, (iii) if interest on overdue
installments of interest (to the extent the payment of such interest is lawful)
and on overdue principal, which has become due otherwise than by such
declaration of acceleration, has been paid, (iv) if the Company has paid the
Trustee its reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances and (v) in the event of the cure or waiver of an
Event of Default of the type described in clause (e) of Section 6.01, the
Trustee shall have received an Officers' Certificate and an Opinion of Counsel
that such Event of Default has been cured or waived. 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 amount of all the Securities plus accrued but unpaid
interest, thereon, or to enforce the performance of any provision of the
Securities or this Indenture.

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

                  Section 6.04. Waiver of Past Defaults. The Holders of a
majority in aggregate principal amount of the Securities at the time
outstanding, by notice in writing to the Trustee (and without notice to any
other Securityholder), may waive an existing Default and its consequences,
except (i) an Event of Default described in Section 6.01(a) or 6.01(b), (ii) a
Default in respect of a provision that under Section 9.02 cannot be amended
without the consent of each Holder affected or (iii) a Default which constitutes
a failure to convert any Security in accordance with the terms of Article 10.
When a


                                       34
<PAGE>
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 Securities 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 Holders or would involve the Trustee
in personal liability unless the Trustee is offered indemnity satisfactory to
it. 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 Holder may not pursue any
remedy with respect to this Indenture or the Securities unless:

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

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

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

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

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

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

                  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 interest installments, the principal amount, Redemption
Price, Repurchase Price, Change in Control Repurchase Price or interest, if any,
due on overdue amounts in respect of the Securities held by such Holder, on or
after the respective due dates expressed in the Securities, and to convert the
Securities 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.


                                       35
<PAGE>
                  Section 6.08. Collection Suit by Trustee. If an Event of
Default described in Section 6.01(a) or 6.01(b) 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 Securities
and the amounts provided for in Section 7.07.

                  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 Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether any amounts in respect of the Securities 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 any accrued but unpaid
amounts due in respect of the Securities, 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 7.07) 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 7.07.

Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder 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:

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

                  SECOND: to Holders for amounts due and unpaid on the
Securities and for any accrued but unpaid interest amounts due in respect of the
Securities, ratably, without preference or priority of any kind, according to
such amounts due and payable on the Securities; and


                                       36
<PAGE>
                  THIRD: the balance, if any, to the Company.

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

                  Section 6.11. Suits. 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
Securities 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 fullest 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 any amounts
due in respect of the Securities, as contemplated herein, or which may affect
the covenants or the performance of this Indenture; and the Company (to the
fullest 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 VII

                                     TRUSTEE

                  Section 7.01. Duties of Trustee.

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

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

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


                                       37
<PAGE>
                           (ii) in the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon certificates or opinions furnished to the
                  Trustee and conforming to the requirements of this Indenture,
                  but in case of any such certificates or opinions which by any
                  provision hereof are specifically required to be furnished to
                  the Trustee, the Trustee shall examine the certificates and
                  opinions to determine whether or not they conform to the
                  requirements of this Indenture, but need not confirm or
                  investigate the accuracy of mathematical calculations or other
                  facts stated therein.

                  This Section 7.01(b) shall be in lieu of Section 315(a) of the
TIA and such Section 315(a) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

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

                           (i) this paragraph (c) does not limit the effect of
                  paragraph (b) of this Section 7.01;

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

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

Section 7.01(c)(i), (ii) and (iii) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and
315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the
TIA.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to Section 7.01(a), (b), (c), (e) and (f).

                  (e) The Trustee may refuse to perform any duty or exercise any
right or power or expend or risk its own funds or otherwise incur any financial
liability unless it receives indemnity satisfactory to it against any loss,
liability or expense.

                  (f) Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
(acting in any capacity hereunder) shall be under no liability for interest on
any money received by it hereunder unless otherwise agreed in writing with the
Company.

                  Section 7.02. Rights of Trustee. Subject to its duties and
responsibilities under the TIA,


                                       38
<PAGE>
                  (a) the Trustee may conclusively rely and shall be protected
in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by
the proper party or parties;

                  (b) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may obtain and, in the absence of
bad faith or negligence on its part, conclusively rely upon an Officers'
Certificate and/or an Opinion of Counsel;

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

                  (d) the Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith which it reasonably
believes to be authorized or within its rights or powers conferred under this
Indenture;

                  (e) the Trustee may consult with counsel selected by it and
any advice or opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or opinion of such
counsel;

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

                  (g) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Order and any resolution of the
Board of Directors shall be sufficiently evidenced by a Board Resolution;

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


                                       39
<PAGE>
                  (i) the Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a Default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture;

                  (j) the rights, privileges, protections, immunities and
benefits given to the Trustee, including its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder (including Paying Agent, Registrar and Conversion Agent), and to all
other Persons employed to act hereunder, including the Trustee's officers,
employees, agents and custodians;

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

                  (l) Neither the Trustee nor any of its officers, directors,
employees or agents shall be liable for any action taken or omitted under this
Indenture or in connection therewith except to the extent caused by the
Trustee's gross negligence, bad faith or willful misconduct, as determined by
the final judgment of a court of competent jurisdiction, no longer subject to
appeal or review. Anything in this Indenture to the contrary notwithstanding, in
no event shall the Trustee be liable for special, indirect or consequential loss
or damage of any kind whatsoever (including but not limited to lost profits),
even if the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action;

                  (m) The Trustee is not required to give any bond or surety
with respect to the performance of its duties or the exercise of its powers
under this Indenture; and

                  (n) Notwithstanding anything else herein contained, whenever
any provision of this Indenture indicates that any confirmation of a condition
or event is qualified by the words "to the knowledge of" or "known to" the
Trustee or other words of similar meaning, said words shall mean and refer to
the current awareness of one or more Responsible Officers who are located at the
Corporate Trust Office.

                  Section 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion
Agent or co-registrar may do the same with like rights. However, the Trustee
must comply with Sections 7.10 and 7.11.

                  Section 7.04. Trustee's Disclaimer. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities, shall not be


                                       40
<PAGE>
accountable for the Company's use or application of the proceeds from the
Securities, and shall not be responsible for any statement in any registration
statement for the Securities under the Securities Act or in any offering
document for the Securities, the Indenture or the Securities (other than its
certificate of authentication), or the determination as to which beneficial
owners are entitled to receive any notices hereunder.

                  Section 7.05. Notice of Defaults. If a Default occurs and if
it is known to the Trustee, the Trustee shall give to each Securityholder notice
of all current Defaults known to it within 90 days after any such Default occurs
or, if later, within 15 days after it is known to the Trustee, unless such
Default shall have been cured or waived before the giving of such notice.
Notwithstanding the preceding sentence, except in the case of a Default
described in Sections 6.01(a) and 6.01(b), the Trustee may withhold the notice
if and so long as the board of directors, the executive committee or a trust
committee of directors and/or officers of the Trustee in good faith determines
that withholding the notice is in the interests of Holders. The second sentence
of this Section 7.05 shall be in lieu of the proviso to Section 315(b) of the
TIA and such proviso is hereby expressly excluded from this Indenture, as
permitted by the TIA.

                  Section 7.06. Reports by Trustee to Holders. Within 60 days
after each May 15 beginning with the May 15 following the date of this
Indenture, the Trustee shall mail to each Securityholder a brief report dated as
of such May 15 that complies with TIA Section 313(a), if required by such
Section 313(a), but only to the extent any such report is required to be given
pursuant to said TIA Section 313(a), or any successor provision of the TIA. The
Trustee also shall comply with TIA Section 313(b).

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

                  Section 7.07. Compensation and Indemnity. The Company agrees:

                  (a) to pay to the Trustee from time to time, and the Trustee
shall be entitled to, such compensation as the Company and the Trustee shall
from time to time agree in writing for all services rendered by it hereunder
(which compensation shall not be limited (to the extent permitted by law) by any
provision of law in regard to the compensation of a trustee of an express
trust);

                  (b) to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provision of this Indenture or any documents executed in
connection herewith (including the reasonable compensation and the expenses,
advances and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence, bad faith or
willful misconduct; and

                  (c) to indemnify the Trustee or any predecessor Trustee and
their respective agents, officers, directors and employees for, and to hold them
harmless against, any loss, damage, claim, liability, cost or expense (including
attorneys' fees and


                                       41
<PAGE>
expenses and taxes (other than taxes based upon, measured by or determined by
the income of the Trustee)) incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
this trust, including the costs and expenses of defending itself against any
claim (whether asserted by the Company or any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

                  To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee, except that held in trust to pay
interest installments, the principal amount, Redemption Price, Repurchase Price,
Change in Control Repurchase Price or interest, if any, due on overdue amounts,
as the case may be, in respect of any particular Securities.

                  The Company's payment obligations pursuant to this Section
7.07 shall survive the discharge of this Indenture or the earlier termination or
resignation of the Trustee. When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(f) or Section 6.01(g), the
expenses, including the reasonable charges and expenses of its counsel, are
intended to constitute expenses of administration under any Bankruptcy Law.

                  Any amounts due and owing the Trustee hereunder (whether in
nature of fees, expenses, indemnification payments or reimbursement for
advances) which have not been paid by or on behalf of the Company within 15 days
following written notice thereof given to the Company in accordance with the
provisions of Section 12.02, shall bear interest at an interest rate equal to
the Trustee's announced prime rate in effect from time to time, plus one and
one-quarter percent (1.25%) per annum.

                  Section 7.08. Replacement of Trustee. The Trustee may resign
by so notifying the Company; provided, however, that no such resignation shall
be effective until a successor Trustee has accepted its appointment pursuant to
this Section 7.08. The Holders of a majority in aggregate principal amount of
the Securities at the time outstanding may remove the Trustee by so notifying
the Trustee and the Company. The Company shall remove the Trustee if:

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

                  (b) the Trustee is adjudged bankrupt or insolvent;

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

                  (d) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint, by
resolution of its Board of Directors, a successor Trustee.


                                       42
<PAGE>
                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company satisfactory in form and
substance to the retiring Trustee and the Company. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture; provided, however, notwithstanding the foregoing, the effectiveness
of any such resignation or removal shall be conditioned on receipt by the
retiring Trustee of all amounts due and owing under Section 7.07 hereof. The
successor Trustee shall mail a notice of its succession to Holders. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 7.07.

                  If a successor Trustee does not take office within 30 days
after the retiring Trustee gives its notice of resignation or is removed, the
retiring Trustee, the Company or the Holders of a majority in aggregate
principal amount of the Securities at the time outstanding may petition any
court of competent jurisdiction at the expense of the Company for the
appointment of a successor Trustee.

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

                  Section 7.09. Successor Trustee by Merger Etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets (including the administration of the
trust created by this Indenture) to, another Person, the resulting, surviving or
Person corporation without any further act shall be the successor Trustee.

                  Section 7.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA Section 310(a)(1). The Trustee (or
its parent holding company) shall have a combined capital and surplus of at
least $10,000,000 as set forth in its most recent filed annual report of
condition. Nothing herein contained shall prevent the Trustee from filing with
the SEC the application referred to in the penultimate paragraph of TIA Section
310(b). The Trustee shall comply with TIA Section 310(b); provided, however,
that there shall be excluded from the operation of TIA Section 310(b)(1) any
indenture or indentures under which other securities or certificates of interest
or participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

                  Section 7.11. Preferential Collection of Claims Against
Company. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE


                                       43
<PAGE>
                  Section 8.01. Discharge of Liability on Securities. When (i)
the Company delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.07) for cancellation or (ii) all
outstanding Securities have become due and payable and the Company deposits with
the Trustee cash sufficient to pay all amounts due and owing on all outstanding
Securities (other than Securities replaced pursuant to Section 2.07), and if in
either case the Company pays all other sums payable hereunder by the Company,
then this Indenture shall, subject to Section 7.07, 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 at
the cost and expense of the Company and accompanied by an Officers' Certificate
and Opinion of Counsel.

                  Section 8.02. Repayment to the Company. The Trustee and the
Paying Agent shall return to the Company upon written request any money held by
them for the payment of any amount and any shares of Common Stock with respect
to the Securities that remain unclaimed for two years, subject to applicable
unclaimed property law. After return to the Company, as applicable, Holders
entitled to the money or shares of Common Stock 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 Holders with respect to such money or shares of Common
Stock for that period commencing after the return thereof.

                                   ARTICLE IX

                                   AMENDMENTS

                  Section 9.01. Without Consent of Holders. The Company and the
Trustee may amend or supplement this Indenture or the Securities without notice
to or consent of any Securityholder:

                  (a) to comply with Article 5 or Section 10.12;

                  (b) to cure any ambiguity, omission, defect or inconsistency,
or to make any other change that does not adversely affect the rights of any
Securityholder;

                  (c) to make provisions with respect to the conversion right of
the Holders pursuant to the requirements of Section 10.12 and Section 10.01;

                  (d) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities;

                  (e) to comply with the provisions of the TIA, or with any
requirement of the SEC arising as a result of the qualification of this
Indenture under the TIA;

                  (f) to add covenants or Events of Default for the benefit of
the Holders;

                  (g) to evidence acceptance of appointment by a successor
Trustee;


                                       44
<PAGE>
                  (h) to surrender any of the Company's rights or powers under
this Indenture (including, without limitation, its right to pay part of the
Repurchase Price of the Securities with shares of Common Stock as provided for
in this Indenture occurring on a date after the date of such amendment); or

                  (i) to add guarantees with respect to the Securities or to
secure the Securities.

                  Section 9.02. With Consent of Holders.

                  The Company and the Trustee may amend or supplement this
Indenture or the Securities without notice to any Securityholder but with the
written consent of the Holders of a majority in aggregate principal amount of
the Securities then outstanding. The Holders of a majority in aggregate
principal amount of the Securities then outstanding may waive compliance by the
Company with restrictive provisions of this Indenture other than as set forth in
this Section 9.02 below, and waive any past Default under this Indenture and its
consequences, except a Default in the payment of amounts due in respect of any
Security or in respect of a provision which under this Indenture cannot be
modified or amended without the consent of the Holder of each outstanding
Security affected.

                  Subject to Section 9.04, without the written consent of each
Securityholder affected, however, an amendment, supplement or waiver, including
a waiver pursuant to Section 6.04, may not:

                  (a) change the Stated Maturity of the principal of, or any
payment date of any installment of interest, if any, on, any Security;

                  (b) reduce the principal amount of, or the rate of interest,
on, any Security, whether upon acceleration, redemption or otherwise, or alter
the manner of calculation of interest or the rate of accrual thereof on any
Security;

                  (c) change the currency for payment of principal of, or
interest, or adversely affect the price or ratio at which Common Stock may be
substituted for currency in connection with any payments made;

                  (d) impair the right to institute suit for the enforcement of
any payment of any amount with respect to any Security when due;

                  (e) adversely affect the conversion rights provided in Article
10;

                  (f) modify the provisions of this Indenture requiring the
Company to make an offer to repurchase Securities upon a Change in Control
pursuant to Section 3.09 after a Change in Control or to repurchase the
Securities at the option of the Holders pursuant to Section 3.08 in any case;


                                       45
<PAGE>
                  (g) reduce the percentage of principal amount of the
outstanding Securities necessary to modify or amend this Indenture or to consent
to any waiver provided for in this Indenture;

                  (h) waive a Default in the payment of any amount with respect
to any Security when due (except as provided in Section 6.02); or

                  (i) make any changes in Section 6.04, Section 6.07 or this
Section 9.02.

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

                  After an amendment under this Section 9.02 becomes effective,
the Company shall mail to each Holder a notice briefly describing the amendment.
Failure to mail the notice or a defect in the notice shall not effect the
validity of 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. Until an
amendment, waiver or other action by Holders becomes effective, a consent
thereto by a Holder of a Security hereunder is a continuing consent by the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same obligation as the consenting Holder's Security, even if
notation of the consent, waiver or action is not made on the Security. However,
unless otherwise agreed in writing by such Holder or a predecessor Holder any
such Holder or subsequent Holder may revoke the consent, waiver or action as to
such Holder's Security or portion of the Security 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 Securityholder.

                  Section 9.05. Notation on or Exchange of Securities.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article 9 may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities
so modified as to conform, in the opinion of the Trustee and the Board of
Directors of the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for outstanding Securities.

                  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, in the sole determination
of the Trustee, adversely affect the rights, duties, powers, privileges,
benefits, indemnities, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign such supplemental indenture. In signing such
supplemental indenture the Trustee shall be entitled to receive,


                                       46
<PAGE>
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 9, 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 Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

                                   ARTICLE X

                          CONVERSION OF THE SECURITIES

                  Section 10.01. Conversion Privilege. Subject to the provisions
of this Article 10, a Holder of a Security may convert such Security into Common
Stock, at the Conversion Price then in effect, if any of the following
conditions is satisfied:

                  (a) during any calendar quarter (a "Quarter") commencing after
the Issue Date, if the Closing Price per share of Common Stock for at least 20
Trading Days in the period of 30 consecutive Trading Days ending on the last
Trading Day of the Quarter immediately preceding such Quarter (appropriately
adjusted to take into account the occurrence, during such 20 Trading Day period,
of any event requiring adjustment of the Conversion Price under this Indenture)
is more than 120% of the Conversion Price on such 30th Trading Day;

                  (b) the Security has been called for redemption by the Company
pursuant to Section 3.01 and the redemption has not yet occurred;

                  (c) the conversion of such Security occurs during the five
Trading Day period immediately after a period of five consecutive Trading Days
in which the Security Trading Price for each Trading Day in such period was less
than 95% of the product of the Closing Price per share of Common Stock on such
Trading Day multiplied by the number of shares of Common Stock issuable
(assuming satisfaction of conditions to conversion) upon conversion of $1,000 in
principal amount of the Securities;

                  (d) (i) an issuance of rights, warrants or options referred to
in Section 10.06(b) occurs or (ii) a distribution referred to in Section
10.06(c) occurs where the fair market value of such distribution per share of
Common Stock (as determined by the Board of Directors of the Company, which
determination shall be conclusive evidence of such fair market value) exceeds
10% of the Closing Price per share of Common Stock on the Trading Day
immediately preceding the date of declaration of such distribution; or

                  (e) (i) the Company is party to a consolidation, merger, share
exchange, sale of all or substantially all of its assets or other similar
transaction pursuant to which the Common Stock is subject to conversion into
shares of stock (other than Common Stock), other securities or property
(including cash) subject to Section 10.12 and (ii) the conversion of such
Security occurs at any time from and after the date that is


                                       47
<PAGE>
15 days prior to the date of the anticipated effective time of such transaction
until and including the date that is 15 days after the actual effective date of
such transaction; provided, however, that if such conversion occurs after the
effective date of such transaction, the Holder will receive on conversion the
consideration determined in accordance with Section 10.12.

                  In the case of the foregoing clause (c), the Trustee (or other
Conversion Agent appointed by the Company) shall have no obligation to determine
the Security Trading Price unless the Company has requested such a
determination; and the Company shall have no obligation to make such request
unless a Holder provides it with reasonable evidence that the Security Trading
Price per $1,000 principal amount of such series of Securities would be less
than 95% of the product of the Closing Price per share of Common Stock on such
Trading Day multiplied by the number of shares of Common Stock issuable
(assuming satisfaction of conditions to conversion) upon conversion of $1,000 in
principal amount of the Securities. If such evidence is provided, the Company
shall instruct the Trustee (or other Conversion Agent) to determine the Security
Trading Price of the Securities beginning on the next Trading Day and on each
successive Trading Day until the Securities Trading Price per $1,000 principal
amount of such Securities is greater than or equal to 95% of the product of the
Closing Price per share of Common Stock on such Trading Day multiplied by the
number of shares of Common Stock issuable (assuming satisfaction of conditions
to conversion) upon conversion of $1,000 in principal amount of the Securities;
provided that the Trustee shall be under no duty or obligation to make the
calculations described in the foregoing clause (c) or to determine whether the
Securities are convertible pursuant to such section. The Company shall make the
calculations described in the foregoing clause (c), using the Securities Trading
Price provided by the Trustee.

                  The Trustee shall be entitled at its sole discretion to
consult with the Company and to request the assistance of and rely upon the
Company in connection with the Trustee's duties and obligations pursuant to the
foregoing clause (c) (including without limitation the calculation or
determination of the Securities Trading Price), and the Company agrees, if
requested by the Trustee, to cooperate with, and provide assistance to, the
Trustee in carrying out its duties under the foregoing clause (c).

                  In the case of the foregoing clauses (d)(i) and (ii), the
Company shall cause a notice of such issuance or distribution to be filed with
the Trustee and the Conversion Agent and to be mailed to each Holder of
Securities at its address appearing on the list provided for in Section 2.05, at
least 20 days prior to the Ex-Dividend Date for such issuance or distribution.
Once the Company has given such notice, Holders may surrender their Securities
for conversion at any time thereafter until the earlier of the close of business
on the Business Day prior to the Ex-Dividend Date or the Company's announcement
that such issuance or distribution will not take place. This provision shall not
apply if the Holder of a Security otherwise participates in the distribution
without conversion.

                  The "Ex-Dividend Date" for any such issuance or distribution
means the date immediately prior to the commencement of "ex-dividend" trading
for such issuance


                                       48
<PAGE>
or distribution on The New York Stock Exchange or such other national securities
exchange or The Nasdaq Stock Market or similar system of automated dissemination
of quotations of securities prices on which the Common Stock is then listed or
quoted.

                  The number of shares of Common Stock issuable upon conversion
of a Security shall be determined by dividing the principal amount of the
Security or portion thereof surrendered for conversion by the Conversion Price
in effect on the Conversion Date. The initial Conversion Price is set forth in
paragraph 8 of the Securities and is subject to adjustment as provided in this
Article 10.

                  A Holder may convert a portion of a Security equal to $1,000
or any integral multiple thereof. Provisions of this Indenture that apply to
conversion of all of a Security also apply to conversion of a portion of a
Security.

                  If a Security is called for redemption pursuant to Article 3,
the right to convert such Security shall terminate at the close of business on
the second Business Day before the Redemption Date for such Security (unless the
Company shall default in making the redemption payment then due, in which case
the conversion right shall terminate on the date such Default is cured and such
Security is redeemed). A Security in respect of which a Holder has delivered a
Repurchase Notice pursuant to Section 3.08 or a Change in Control Repurchase
Notice pursuant to Section 3.09 exercising the option of such Holder to require
the Company to repurchase such Security may be converted only if such Repurchase
Notice or Change in Control Repurchase Notice, as the case may be, is withdrawn
by a written notice of withdrawal delivered to the Paying Agent prior to the
close of business on the Repurchase Date or prior to the close of business on
the Change in Control Repurchase Date, as the case may be, in accordance with
Section 3.10.

                  A Holder of Securities is not entitled to any rights of a
holder of Common Stock until such Holder has converted its Securities into
Common Stock and, upon such conversion, only to the extent such Securities are
deemed to have been converted into Common Stock pursuant to this Article 10.

                  Section 10.02. Conversion Procedure. To convert a Security, a
Holder must satisfy the requirements in paragraph 8 of the Securities and (i)
complete and manually sign the conversion notice on the back of the Security and
deliver such notice to the Conversion Agent, (ii) surrender the Security to the
Conversion Agent, (iii) furnish appropriate endorsements and transfer documents
if required by the Registrar or the Conversion Agent, (iv) pay any transfer or
other tax, if required by Section 10.04 and (v) if the Security is held in
book-entry form, complete and deliver to the Depositary appropriate instructions
pursuant to the Depositary's book-entry conversion programs. The date on which
the Holder satisfies all of the foregoing requirements is the "Conversion Date".
As soon as practicable after the Conversion Date and in any event within five
Business Days, the Company shall deliver to the Holder through the Conversion
Agent either (i) a certificate for or (ii) a book-entry notation of the number
of whole shares of Common Stock issuable upon the conversion and cash in lieu of
any fractional shares pursuant to Section 10.05.


                                       49

<PAGE>

            The Person in whose name the Security is registered shall be deemed
to be a stockholder of record on the Conversion Date; provided, however, that no
surrender of a Security on any date when the stock transfer books of the Company
shall be closed shall be effective to constitute the Person or Persons entitled
to receive the shares of Common Stock upon such conversion as the record holder
or holders of such shares of Common Stock on such date, but such surrender shall
be effective to constitute the Person or Persons entitled to receive such shares
of Common Stock as the record holder or holders thereof for all purposes at the
close of business on the next succeeding day on which such stock transfer books
are open (subject to the provisions of the next paragraph of this Section
10.02); provided, further, that such conversion shall be at the Conversion Price
in effect on the date that such Security shall have been surrendered for
conversion, as if the stock transfer books of the Company had not been closed.
Upon conversion of a Security, such Person shall no longer be a Holder of such
Security.

            No payment or adjustment will be made for accrued interest, on a
converted Security or for dividends or distributions on shares of Common Stock
issued upon conversion of a Security, but if any Holder surrenders a Security
for conversion between the record date for the payment of an installment of
interest and the next interest payment date, then, notwithstanding such
conversion, the interest, payable on such interest payment date shall be paid to
the Holder of such Security on such interest payment date. In such event, such
Security, when surrendered for conversion, must be accompanied by delivery of a
check payable to the Conversion Agent in an amount equal to the interest,
payable on such interest payment date on the portion so converted. If such
payment does not accompany such Security, the Security shall not be converted;
provided, however, that no such check shall be required if such Security has
been called for redemption on a Redemption Date within the period between and
including such record date and such interest payment date, or if such Security
is surrendered for conversion on the interest payment date. If the Company
defaults in the payment of interest, payable on the interest payment date, the
Conversion Agent shall repay such funds to the Holder.

            No fractional shares of Common Stock shall be issued upon conversion
of Securities. If more than one Security shall be surrendered for conversion at
one time by the same holder, the number of full shares which shall be issuable
upon conversion shall be computed on the basis of the aggregate principal amount
of the Securities (or specified portions thereof to the extent permitted hereby)
so surrendered. If any fractional share of Common Stock would be issuable upon
the conversion of any Security or Securities, the Company shall make a payment
in lieu thereof in cash based on the current market price of a share of Common
Stock. For these purposes, the current market price of a share of Common Stock
shall be the Closing Price per share of Common Stock on the first Business Day
immediately preceding the day on which the Securities (or specified portions
thereof) are deemed to have been converted.

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


                                       50
<PAGE>
            Section 10.03. Adjustments Below Par Value. Before taking any action
which would cause an adjustment decreasing the Conversion Price so that the
shares of Common Stock issuable upon conversion of the Securities would be
issued for less than the par value of such Common Stock, the Company will take
all corporate action which may be necessary in order that the Company may
validly and legally issue fully paid and nonassessable shares of such Common
Stock at such adjusted Conversion Price.

            Section 10.04. Taxes on Conversion. If a Holder converts a Security,
the Company shall pay any documentary, stamp or similar issue or transfer tax
due on the issue of shares of Common Stock upon such conversion. However, the
Holder shall pay any such tax which is due because the Holder requests the
shares to be issued in a name other than the Holder's name. The Conversion Agent
may refuse to deliver the certificates representing the Common Stock being
issued in a name other than the Holder's name until the Conversion Agent
receives a sum sufficient to pay any tax which will be due because the shares
are to be issued in a name other than the Holder's name. Nothing herein shall
preclude any tax withholding required by law or regulations.

            Section 10.05. Company to Provide Stock.

            The Company shall, prior to issuance of any Securities hereunder,
and from time to time as may be necessary, reserve, out of its authorized but
unissued Common Stock a sufficient number of shares of Common Stock to permit
the conversion of all outstanding Securities into shares of Common Stock.

            The Company covenants that all shares of Common Stock delivered upon
conversion of the Securities shall be newly issued shares or treasury shares,
shall be duly authorized, validly issued, fully paid and non-assessable and
shall be free from preemptive rights and free of any lien or adverse claim.

            The Company will endeavor promptly to comply with all federal and
state securities laws regulating the offer and delivery of shares of Common
Stock upon conversion of Securities, if any, and will list or cause to have
quoted such shares of Common Stock on each national securities exchange or in
the over-the-counter market or such other market on which the Common Stock is
then listed or quoted.

            Section 10.06. Adjustment of Conversion Price. The conversion price
(the "Conversion Price") initially shall be that price set forth in paragraph 8
of the form of Security attached hereto as Exhibit A-1, but shall be adjusted
from time to time by the Company as follows:

            (a) In case the Company shall (i) pay a dividend or other
distribution in shares of Common Stock to all holders of Common Stock, (ii)
subdivide its outstanding Common Stock into a greater number of shares, (iii)
combine its outstanding Common Stock into a smaller number of shares or (iv)
reclassify its outstanding Common Stock, the Conversion Price in effect
immediately prior thereto shall be adjusted so that the Holder of any Security
thereafter surrendered for conversion shall be entitled to receive the number of
shares of Capital Stock which it would have owned or


                                       51
<PAGE>
have been entitled to receive had such Security been converted immediately prior
to the happening of such event. An adjustment made pursuant to this subsection
(a) shall become effective immediately after the record date in the case of a
dividend or distribution and shall become effective immediately after the
effective date in the case of subdivision, combination or reclassification.

            (b) In case the Company shall issue to all holders of its Common
Stock, rights, warrants or options entitling such holders to subscribe for or
purchase shares of Common Stock (or securities convertible into Common Stock) at
a price per share less than the Closing Price on the date of issuance of such
rights, warrants or options, the Conversion Price in effect immediately prior
thereto shall be adjusted so that the Conversion Price shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
such record date by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding on such record date, plus the number of
shares which the aggregate subscription or purchase price for the total number
of shares of Common Stock offered by the rights, warrants or options so issued
(or the aggregate conversion price of the convertible securities offered by such
rights, warrants or options) would purchase at such Closing Price, and the
denominator of which shall be the number of shares of Common Stock outstanding
on such issuance date plus the number of additional shares of Common Stock
offered by such rights, warrants or options (or into which the convertible
securities so offered by such rights, warrants or options are convertible). Such
adjustment shall be made successively whenever any such rights, warrants or
options are issued, and shall become effective immediately after such issuance
date.

            (c) In case the Company shall distribute to all holders of its
Common Stock any shares of Capital Stock of the Company (other than Common
Stock) or evidences of its Indebtedness, other securities or other assets, or
shall distribute to all holders of its Common Stock, rights, warrants or options
to subscribe for or purchase any of its securities (excluding (i) rights,
options and warrants referred to in Section 10.06(b) above; (ii) those
dividends, distributions, subdivisions and combinations referred to in Section
10.06(a) above; and (iii) dividends and distributions paid in cash), then in
each such case the Conversion Price shall be adjusted so that the same shall
equal the price determined by multiplying the Conversion Price in effect
immediately prior to the date of such distribution by a fraction, the numerator
of which shall be the Market Price on the record date mentioned below less the
fair market value on such record date (as determined by the Board of Directors
of the Company, whose determination shall be conclusive evidence of such fair
market value) of the portion of the Capital Stock or evidences of Indebtedness,
securities or assets so distributed or of such rights, warrants or options, in
each case as applicable, to one share of Common Stock, and the denominator of
which shall be the Market Price on such record date; provided that no adjustment
to the Conversion Price or the ability of a Holder of a Security to convert will
be made pursuant to this Section 10.06(c) if the Company provides that Holders
of Securities will participate in such cash dividend or distribution on an
as-converted basis without conversion and provided further, that if the
numerator of the foregoing fraction is less than $1.00 (including a negative
amount), then in lieu of the foregoing adjustment, adequate provision shall be
made so that each Holder shall have the right to receive upon


                                       52
<PAGE>
conversion, in addition to the Common Stock issuable upon such conversion, the
distribution such Holder would have received had such Holder converted its
Security immediately prior to the record date for such distribution. Such
adjustment shall become effective immediately after the record date for the
determination of stockholders entitled to receive such distribution.

            (d) In case a tender or exchange offer made by the Company or any
Subsidiary of the Company for all or any portion of the Common Stock shall
expire and such tender or exchange offer (as amended as of the expiration
thereof) shall require the payment to common stockholders of consideration per
share of Common Stock having a fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a resolution
of the Board of Directors) that as of the last time (the "Expiration Time")
tenders or exchanges may be made pursuant to such tender or exchange offer (as
it may be amended) exceeds the Closing Price of a share of Common Stock on the
Trading Day next succeeding the Expiration Time, the Conversion Price shall be
decreased so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to 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 Closing Price of a
            share of Common Stock on the Trading Day next succeeding the
            Expiration Time, and

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

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

            (e) In case the Company shall declare a cash dividend or
distribution to all or substantially all of the holders of Common Stock, the
Conversion Price shall be decreased so that the Conversion Price shall equal the
price determined by multiplying


                                       53
<PAGE>
the Conversion Price in effect immediately prior to the record date for such
dividend or distribution by a fraction,

                  (i) the numerator of which shall be the average of the Closing
            Prices of Common Stock for the three consecutive Trading Days ending
            on the date immediately preceding the record date for such dividend
            or distribution (the "Pre-Dividend Sale Price"), minus the full
            amount of such cash dividend or distribution applicable to one share
            of Common Stock, and

                  (ii) the denominator of which shall be the Pre-Dividend Sale
            Price,

such adjustment to become effective immediately after the record date for such
dividend or distribution; provided that no adjustment to the Conversion Price or
the ability of a Holder of a Security to convert will be made pursuant to this
Section 10.06(e) if the Company provides that Holders of Securities will
participate in such cash dividend or distribution on an as-converted basis
without conversion and provided further, that if the numerator of the foregoing
fraction is less than $1.00 (including a negative amount), then in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder shall
have the right to receive upon conversion, in addition to the Common Stock
issuable upon such conversion, the amount of cash such Holder would have
received had such Holder converted its Security immediately prior to the record
date for such dividend or distribution. If such dividend or distribution is not
so paid or made, the Conversion Price shall again be adjusted to be the
Conversion Price that would then be in effect if such dividend or distribution
had not been declared.

            (f) If the rights provided for in the Company's Rights Agreement
dated as of May 11, 1999 (the "Stockholder Rights Plan"), or any subsequent
similar rights plan, have separated from the Company's Common Stock in
accordance with the provisions of the Stockholder Rights Plan so that the
Holders of the Securities would not be entitled to receive any rights in respect
of Common Stock issuable upon conversion of the Securities, the Conversion Price
will be adjusted as provided in paragraph (c) above, subject to readjustment in
the event of the expiration, termination or redemption of the rights. In lieu of
any such adjustment, the Company may amend the Stockholder Rights Plan to
provide that upon conversion of the Securities the Holders will receive, in
addition to Common Stock issuable upon such conversion, the rights which would
have attached to such shares of Common Stock if the rights had not become
separated from the Common Stock under the Company's Stockholder Rights Plan. To
the extent that the Company adopts any future rights plan, upon conversion of
the Securities into Common Stock, Securityholders will receive, in addition to
Common Stock, the rights under the future rights plan whether or not the rights
have separated from the Common Stock at the time of conversion and no adjustment
to the Conversion Price will be made in connection with any distribution of
rights thereunder.

            In any case in which this Section 10.06 shall require that an
adjustment be made immediately following a record date established for purposes
of Section 10.06, the


                                       54
<PAGE>
Company may elect to defer (but only until five Business Days following the
filing by the Company with the Trustee of the certificate described in Section
10.06) issuing to the Holder of any Security converted after such record date
the shares of Common Stock and other Capital Stock of the Company issuable upon
such conversion over and above the shares of Common Stock and other Capital
Stock of the Company issuable upon such conversion only on the basis of the
Conversion Price prior to adjustment; and, in lieu of the shares the issuance of
which is so deferred, the Company shall issue or cause its transfer agents to
issue due bills or other appropriate evidence of the right to receive such
shares.

            Section 10.07. No Adjustment. No adjustment in the Conversion Price
shall be required unless the adjustment would require an increase or decrease of
at least 1% in the Conversion Price as last adjusted; provided, however, that
any adjustments which by reason of this Section 10.07 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 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 transaction referred to in Section
10.06 if Holders are to participate in the transaction on a basis and with
notice that the Board of Directors determines to be fair and appropriate in
light of the basis and notice on which holders of Common Stock participate in
the transaction. Such participation by Holders may include participation upon
conversion; provided that an adjustment shall be made at such time as the
Holders are no longer entitled to participate.

            No adjustment need be made for rights to purchase Common Stock or
issuances of Common Stock pursuant to any present or future Company plan
providing for reinvestment of dividends or interest and the investment of
additional optional amounts in shares of Common Stock under any such plan.

            No adjustment need be made for a change in the par value or a change
to no par value of the Common Stock. No adjustments need be made for accrued and
unpaid interest

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

            No adjustment need be made in connection with the issuance of any
shares of Common Stock pursuant to any option, warrant, right or exercisable,
exchangeable or convertible security not described in Section 10.06 and
outstanding as of the date hereof.

            No adjustment need be made in connection with the issuance of any
shares of Common Stock or options or rights to purchase shares of Common Stock
pursuant to any present or future ordinary course employee, director or
consultant benefit plan or program of or assumed by the Company or any of its
subsidiaries.

            Section 10.08. Equivalent Adjustments. If, as a result of an
adjustment made pursuant to Section 10.06 above, the Holder of any Security
thereafter surrendered


                                       55
<PAGE>
for conversion shall become entitled to receive any shares of Capital Stock of
the Company other than shares of its Common Stock, thereafter the Conversion
Price of such other shares so receivable upon conversion of any Securities shall
be subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to Common Stock
contained in this Article 10.

            Section 10.09. Adjustment for Tax Purposes. The Company shall be
entitled to make such reductions in the Conversion Price, in addition to those
required by Section 10.06, as it in its discretion shall determine to be
advisable in order that any stock dividends, subdivision of shares, distribution
of rights to purchase stock or securities, or a distribution or securities
convertible into or exchangeable for stock hereafter made by the Company to its
stockholders shall not be taxable.

            Section 10.10. Notice of Adjustment. Whenever the Conversion Price
is adjusted, or Holders become entitled to other securities or due bills, the
Company shall promptly mail to Holders a notice of the adjustment and file with
the Trustee an Officers' Certificate briefly stating the facts requiring the
adjustment and the manner of computing it. The certificate shall be conclusive
evidence of the correctness of such adjustment and the Trustee may conclusively
assume that, unless and until such certificate is received by it, no such
adjustment is required.

            Section 10.11. Notice of Certain Transactions. In case:

            (a) the Company shall declare a dividend (or any other distribution)
on its Common Stock; or

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

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

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

the Company shall cause to be filed with the Trustee and the Conversion Agent
and to be mailed to each Holder of Securities at its address appearing on the
list provided for in Section 2.05, as promptly as possible but in any event at
least ten days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or rights, warrants or options, or, if a record is not to
be taken, the date as of which the Holders of Common Stock of record to be
entitled to such dividend, distribution or rights are to be determined, or (y)
the date on which such reclassification, consolidation, merger, share exchange,
sale, transfer,


                                       56
<PAGE>
dissolution, liquidation or winding-up is expected to become effective or occur,
and the date as of which it is expected that Holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, share
exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to
give such notice, or any defect therein, shall not affect the legality or
validity of such dividend, distribution, reclassification, consolidation,
merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

            Section 10.12. Effect of Reclassification, Consolidation, Merger,
Share Exchange or Sale on Conversion Privilege.

            If any of the following shall occur, namely: (i) any
reclassification or change of outstanding shares of Common Stock (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination); (ii) any
consolidation, combination, merger or share exchange to which the Company is a
party other than a merger in which the Company is the continuing corporation and
which does not result in any reclassification of, or change (other than a change
in name, or par value, or from par value to no par value, or from no par value
to par value, or as a result of a subdivision or combination) in, outstanding
shares of Common Stock; or (iii) any sale or conveyance of all or substantially
all of the assets of the Company, then the Company, or such successor or
purchasing corporation, as the case may be, shall, as a condition precedent to
such reclassification, change, consolidation, merger, share exchange, sale or
conveyance, execute and deliver to the Trustee a supplemental indenture
providing that the Holder of each Security then outstanding shall have the right
to convert such Security into the kind and amount of shares of Capital Stock and
other securities and property (including cash) receivable upon such
reclassification, change, consolidation, merger, share exchange, sale or
conveyance by a holder of the number of shares of Common Stock deliverable upon
conversion of such Security immediately prior to such reclassification, change,
consolidation, merger, share exchange, sale or conveyance. Such supplemental
indenture shall provide for adjustments of the Conversion Price which shall be
as nearly equivalent as may be practicable to the adjustments of the Conversion
Price provided for in this Article 10. If, in the case of any such
consolidation, merger, share exchange, sale or conveyance, the stock or other
securities and property (including cash) receivable thereupon by a holder of
Common Stock includes shares of Capital Stock or other securities and property
of a corporation other than the successor or purchasing corporation, as the case
may be, in such consolidation, merger, share exchange, 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 Securities as the Board of Directors of the Company shall reasonably
consider necessary by reason of the foregoing. The provision of this Section
10.12 shall similarly apply to successive consolidations, mergers, share
exchanges, sales or conveyances. Notwithstanding the foregoing, a distribution
by the Company to all or substantially all holders of its Common Stock for which
an adjustment to the Conversion Price or provision for conversion of the
Securities may be made pursuant to Section 10.06 shall not be deemed to be a
sale or conveyance of all or substantially all of the assets of the Company for
purposes of this Section 10.12.


                                       57
<PAGE>
            In the event the Company shall execute a supplemental indenture
pursuant to this Section 10.12, the Company shall promptly file with the Trustee
an Opinion of Counsel stating that such supplemental indenture is authorized or
permitted by this Indenture and an Officers' Certificate briefly stating the
reasons therefor, the kind or amount of shares of stock or securities or
property (including cash) receivable by Holders of the Securities upon the
conversion of their Securities after any such reclassification, change,
consolidation, merger, share exchange, sale or conveyance, any adjustment to be
made with respect thereto and that all conditions precedent have been complied
with.

            Section 10.13. Trustee's Disclaimer.

            The Trustee has no duty to determine when an adjustment under this
Article 10 should be made, how it should be made or what such adjustment should
be made, but may accept as conclusive evidence of the correctness of any such
adjustment, and shall be protected in relying upon, the Officers' Certificate
with respect thereto which the Company is obligated to file with the Trustee
pursuant to Section 10.10. The Trustee shall not be accountable for and makes no
representation as to the validity or value of any securities or assets issued
upon conversion of Securities, and the Trustee shall not be responsible for the
Company's failure to comply with any provisions of this Article 10. Each
Conversion Agent (other than the Company or an Affiliate of the Company) shall
have the same protection under this Section 10.13 as the Trustee.

            The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 10.12, but may accept as conclusive evidence of the
correctness thereof, and shall be protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 10.12.

            Section 10.14. Voluntary Reduction.

            The Company from time to time may reduce the Conversion Price by any
amount for any period of time if the period is at least 20 Trading Days or such
longer period as may be required by law and if the reduction is irrevocable
during the period; provided that in no event may the Conversion Price be less
than the par value of a share of Common Stock.

            Section 10.15. Simultaneous Adjustments.

            In the event that this Article 10 requires adjustments to the
Conversion Price under more than one of Sections 10.06(a) and (c), and the
record dates for the distributions giving rise to such adjustments shall occur
on the same date, then such adjustments shall be made by applying, first, the
provisions of Section 10.06(c), as applicable, and, second, the provisions of
Section 10.06(a). If more than one event requiring adjustment pursuant to
Section 10.06 shall occur before completing the determination of the Conversion
Price for the first event requiring such adjustment, then the Board of Directors
(whose determination shall, if made in good faith, be conclusive) shall make
such adjustments to the Conversion Price (and the calculation thereof) after


                                       58
<PAGE>
giving effect to all such events as shall preserve for Holders the Conversion
Price protection provided in Section 10.06.

                                   ARTICLE XI

                                  MISCELLANEOUS

            Section 11.01. 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.

            Section 11.02. 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 orally) to the following facsimile numbers:

            if to the Company, to:

            Coeur d'Alene Mines Corporation
            505 Front Avenue, P.O. Box 1
            Coeur d'Alene, Idaho 83816
            Attention: Secretary
            Facsimile No.:  (208) 667-2213

            if to the Trustee, to:

            The Bank of New York
            101 Barclay Street - 21W
            New York, NY 10286
            Attn: Corporate Trust Administration
            Facsimile No.: (212) 815-5915

            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 Holder shall be mailed to the
Holder, by first-class mail, postage prepaid, at the Holder's address as it
appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed. Any notice given to the Trustee
shall be deemed given when it is actually received by the Trustee.

            Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders. If a
notice or


                                       59
<PAGE>
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 Holders, it
shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion
Agent or co-registrar.

            Section 11.03. Communication by Holders with Other Holders.

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

            Section 11.04. Certificate and Opinion as to Conditions Precedent.

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

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

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

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

            Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his or her certificate or opinion is
based are erroneous. Any such certificate or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating the
information on which counsel is relying unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.


                                       60
<PAGE>
            Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

            Section 11.05. 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:

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

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

            (c) 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

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

            Section 11.06. Separability Clause.

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

            Section 11.07. Rules by Trustee, Paying Agent, Conversion Agent and
Registrar.

            The Trustee may make reasonable rules for action by or a meeting of
Holders. The Registrar, the Conversion Agent and the Paying Agent may make
reasonable rules for their functions.

            Section 11.08. 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
Securities, no interest, shall accrue for the intervening period.

            Section 11.09. Governing Law.


                                       61
<PAGE>
            THIS INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICTS OF LAWS.

            Section 11.10. 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 Securities or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

            Section 11.11. Successors.

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

            Section 11.12. Multiple Originals.

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


                                       62
<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.

                                        COEUR d'ALENE MINES CORPORATION


                                        By: /s/ James A. Sabala
                                            ------------------------------------
                                            Name:  James A Sabala
                                            Title: Executive Vice President and
                                                   Chief Financial Officer

                                        The Bank of New York, as Trustee


                                        By: /s/ Peter M. Pavlyshin
                                            ------------------------------------
                                            Name: Peter M. Pavlyshin
                                            Title: Assistant Vice President



                          (Signature Page to Indenture)



<PAGE>
                                                                     EXHIBIT A-1

                        {FORM OF FACE OF GLOBAL SECURITY}

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO COEUR d'ALENE MINES CORPORATION (THE
"COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY 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 SECURITY SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY 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.




                                     A-1-1
<PAGE>
                         COEUR d'ALENE MINES CORPORATION

                     1.25% Convertible Senior Notes Due 2024

No.:                                          CUSIP: 192108AQ1
Issue Date:                                   Principal Amount:

            COEUR d'ALENE MINES CORPORATION, an Idaho corporation, promises to
pay to Cede & Co. or registered assigns, the principal amount as set forth on
Schedule I hereto, on January 15, 2024, subject to the further provisions of
this Security set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place. This
Security is convertible as specified on the other side of this Security.

            Interest Payment Dates: January 15 and July 15, commencing July 15,
2004.

            Record Dates: January 1 and July 1, commencing July 1, 2004.


                                   COEUR d'ALENE MINES CORPORATION

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




                                     A-1-2
<PAGE>
Dated:



TRUSTEE'S CERTIFICATE OF AUTHENTICATION

The Bank of New York, as Trustee, certifies that this is one of the Securities
referred to in the within-mentioned Indenture.

By:  _________________________
     Authorized Signatory




                                     A-1-3
<PAGE>
                         {FORM OF REVERSE SIDE OF NOTE}

                         COEUR d'ALENE MINES CORPORATION

                     1.25% Convertible Senior Notes Due 2024

            (1)   Interest.

            This Security shall accrue interest at an initial rate of 1.25% per
annum. The Company promises to pay interest on the Securities in cash
semiannually on each January 15 and July 15, commencing July 15, 2004, to
Holders of record on the immediately preceding January 1 and July 1,
respectively. Interest on the Securities will accrue from the most recent date
to which interest has been paid, or if no interest has been paid, from the Issue
Date, until the principal amount is paid or duly made available for payment. The
Company will pay interest on any overdue principal amount at the interest rate
borne by the Securities at the time such interest on the overdue principal
amount accrues, compounded semiannually, and it shall pay interest on overdue
installments of interest (without regard to any applicable grace period), at the
same interest rate, compounded semiannually. Interest on the Securities will be
computed on the basis of a 360-day year comprised of twelve 30-day months.

            (2)   Method of Payment.

            The Company will pay interest, on this Security to the Person who is
the registered Holder of this Security at the close of business on January 1 or
July 1, as the case may be, immediately preceding the related interest payment
date. Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of the Redemption Price, Repurchase Price, Change in
Control Repurchase Price and the principal amount at Stated Maturity, as the
case may be, to the Holder who surrenders a Security to a Paying Agent to
collect such payments in respect of the Security. 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 pay
interest, the Redemption Price, Repurchase Price, Change in Control Repurchase
Price and the principal amount at Stated Maturity, as the case may be, by check
or wire payable in such money; provided, however, that a Holder holding
Securities with an aggregate principal amount in excess of $1,000,000 may
request payment by wire transfer in immediately available funds to an account in
North America at the election of such Holder. The Company may mail an interest
check to the Holder's registered address. Notwithstanding the foregoing, so long
as this Security is registered in the name of a Depositary or its nominee, all
payments hereon shall be made by wire transfer of immediately available funds to
the account of the Depositary or its nominee.

            (3)   Paying Agent, Conversion Agent and Registrar.

            Initially, The Bank of New York (the "Trustee") will act as Paying
Agent, Conversion Agent and Registrar. The Company may appoint and change any
Paying Agent, Conversion Agent or Registrar without notice, other than notice to
the Trustee; provided that the Company will maintain at least one Paying Agent
having an office or

                                     A-1-4
<PAGE>
agency 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 or Registrar.

            (4)   Indenture.

            The Company issued the Securities under an Indenture dated as of
January 13, 2004 (the "Indenture"), between the Company and the Trustee. The
terms of the Securities 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
Securities are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of those terms.

            The Securities are general unsecured obligations of the Company
limited to up to $180,000,000 aggregate principal amount (which shall include
the Underwriters' option to purchase $20,000,000 of additional Securities). The
Indenture does not limit other indebtedness of the Company, secured or
unsecured.

            (5)   Redemption at the Option of the Company.

            Optional Redemption Before January 18, 2011: Upon not less than 30
days' nor more than 60 days' notice of redemption given by mail to the Holder of
record, the Company may redeem the Securities for cash as a whole at any time,
or from time to time in part, prior to January 18, 2011, if the Common Stock
price has exceeded 150% of the price per share of Common Stock corresponding to
the Conversion Rate then in effect for at least 20 Trading Days within a period
of 30 consecutive Trading Days ending on the Trading Day prior to the date of
mailing of notice of redemption pursuant to this paragraph. If the Company
chooses to redeem any Securities pursuant to this paragraph, the Company shall
pay Holders a Redemption Price equal to (i) 100% of the principal amount of
Securities to be redeemed, plus (ii) accrued but unpaid interest, if any, to,
but excluding, the Redemption Date, plus (iii) an amount equal to 8.75% of the
principal amount of Securities to be redeemed, less the amount of any interest
actually paid on the notes on or prior to the Redemption Date (including
pursuant to the immediately preceding bullet point).

            The Company will be obligated to make the additional payment
provided in clause (iii) of the preceding paragraph on all Securities called for
redemption, including any Securities converted after the notice date and before
the Redemption Date. Except as set forth above, the Company will not have the
option to redeem the Securities prior to January 18, 2011.

            Optional Redemption on or After January 18, 2011: On or after
January 18, 2011, the Company may redeem the Securities for cash as a whole at
any time, or from time to time in part, upon not less than 30 days' nor more
than 60 days' notice of redemption given by mail to Holders. If the Company
chooses to redeem any Securities pursuant to this paragraph, the Company will
pay Holders a redemption price equal to

                                     A-1-5
<PAGE>
100% of the principal amount of the notes to be redeemed, plus accrued but
unpaid interest thereon, up to but not including the Redemption Date; provided
that, if the Redemption Date is on or after an interest record date but on or
prior to the related interest payment date, interest will be payable to the
Holders in whose names the Securities are registered at the close of business on
the relevant record date.

            If the Company does not redeem all the Securities, the Trustee shall
select the Securities to be redeemed in principal amounts of $1,000 or integral
multiples thereof by a method that the Trustee shall deem fair and appropriate.
If any Securities are to be redeemed in part only, new Securities in principal
amount equal to the unredeemed principal portion thereof will be issued. If a
portion of a Holder's notes is selected for partial redemption and the holder
converts a portion of its Securities, the converted portion will be deemed to be
taken from the portion selected for redemption.

            (6)   Repurchase of Securities at Option of the Holder; Purchase of
Securities at Option of the Holder Upon Change in Control.

            Subject to the terms and conditions of the Indenture, the Company
shall become obligated to purchase, at the option of the Holder, all or any
portion of the Securities held by such Holder, in any integral multiple of
$1,000, on January 15, 2011, January 15, 2014 and January 15, 2019 (each, a
"Repurchase Date") at a Repurchase Price per Security equal to 100% of the
aggregate principal amount of the Security (the "Repurchase Price"), together
with accrued but unpaid interest, thereon, up to but not including the
Repurchase Date upon delivery of a Repurchase Notice containing the information
set forth in the Indenture, together with the Securities subject thereto, at any
time from the opening of business on the date that is 20 Business Days prior to
such Repurchase Date until the close of business on the last Business Day prior
to such Repurchase Date, and upon delivery of the Securities to the Paying Agent
by the Holder as set forth in the Indenture.

            At the option of the Holder and subject to the terms and conditions
of the Indenture, the Company shall become obligated to purchase the Securities
held by such Holder after the occurrence of a Change in Control of the Company
for a Change in Control Repurchase Price equal to 100% of the principal amount
thereof plus accrued but unpaid interest, thereon, up to but not including the
Change in Control Repurchase Date which Change in Control Repurchase Price shall
be paid in cash (provided that, if the Change in Control Repurchase Date is on
or after an interest record date but on or prior to the related interest payment
date, accrued but unpaid interest will be payable to the Holders in whose names
the Securities are registered at the close of business on the relevant record
date). Holders have the right to withdraw any Repurchase Notice or Change in
Control Repurchase Notice, as the case may be, by delivering to the Paying Agent
a written notice of withdrawal in accordance with the provisions of the
Indenture.

            If cash sufficient to pay the Repurchase Price or Change in Control
Repurchase Price, as the case may be, and accrued but unpaid interest, on all
Securities or portions thereof to be purchased as of the Repurchase Date or the
Change in Control Repurchase Date, as the case may be, is deposited with the
Paying Agent on the Business

                                     A-1-6
<PAGE>
Day prior to the Repurchase Date or the Change in Control Repurchase Date,
interest, shall cease to accrue on such Securities (or portions thereof) as of
such Repurchase Date or Change in Control Repurchase Date, and the Holder
thereof shall have no other rights as such other than the right to receive the
Repurchase Price or Change in Control Repurchase Price, as the case may be, and
interest, upon surrender of such Security.

            (7)   Notice of Redemption.

            Notice of redemption pursuant to paragraph 5 of this Security will
be mailed at least 30 days but not more than 60 days before the Redemption Date
to each Holder of Securities to be redeemed at the Holder's registered address.
If money sufficient to pay the Redemption Price of all Securities (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 shall cease to accrue on such Securities or portions thereof.
Securities 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 provisions of Article 10 of the Indenture, a Holder
of a Security may convert such Security into shares of Common Stock of the
Company if any of the conditions specified in paragraphs (a) through (e) of
Section 10.01 of the Indenture is satisfied; provided, however, that if such
Security is called for redemption, the conversion right will terminate at the
close of business on the second Business Day immediately preceding the
Redemption Date of such Security (unless the Company shall default in making the
redemption payment when due, in which case the conversion right shall terminate
at the close of business on the date such Default is cured and such Security is
redeemed). The initial conversion price is $7.60 per share, subject to
adjustment under certain circumstances as described in the Indenture (the
"Conversion Price"). The number of shares issuable upon conversion of a Security
is determined by dividing the principal amount of Securities converted by the
Conversion Price in effect on the Conversion Date. Upon conversion, no
adjustment for interest, or dividends will be made. No fractional shares will be
issued upon conversion; in lieu thereof, an amount will be paid in cash based
upon the Closing Price of the Common Stock on the last Trading Day prior to the
date of conversion.

            To convert a Security, a Holder must (a) complete and sign the
conversion notice set forth below and deliver such notice to the Conversion
Agent, (b) surrender the Security to the Conversion Agent, (c) furnish
appropriate endorsements and transfer documents if required by the Registrar or
the Conversion Agent, (d) pay any transfer or similar tax, if required and (e)
if the Security is held in book-entry form, complete and deliver to the
Depositary appropriate instructions pursuant to the Depositary's book-entry
conversion programs. If a Holder surrenders a Security for conversion between
the record date for the payment of an installment of interest and the related
interest payment date, the Security must be accompanied by payment of an amount
equal to the interest, payable on such interest payment date on the principal
amount of the Security or portion

                                     A-1-7
<PAGE>
thereof then converted; provided, however, that no such payment shall be
required if such Security has been called for redemption on a Redemption Date
within the period between and including such record date and such interest
payment date, or if such Security is surrendered for conversion on the interest
payment date. A Holder may convert a portion of a Security equal to $1,000 or
any integral multiple thereof.

            A Security in respect of which a Holder has delivered a Repurchase
Notice or a Change of Control Repurchase Notice exercising the option of such
Holder to require the Company to repurchase such Security as provided in Section
3.08 or Section 3.09, respectively, of the Indenture may be converted only if
such notice of exercise is withdrawn in accordance with the terms of the
Indenture.

            (9)   Denominations; Transfer; Exchange.

            The Securities 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 Securities 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 Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities in respect of which a Repurchase Notice or a Change in Control
Repurchase Notice has been given and not withdrawn (except, in the case of a
Security to be purchased in part, the portion of the Security not to be
purchased) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed.

            (10)  Persons Deemed Owners.

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

            (11)  Unclaimed Money or Securities.

            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 Securities 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.

            (12)  Amendment; Waiver.

            (a) Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate principal amount of the Securities
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
Securities at the time outstanding. Subject

                                     A-1-8
<PAGE>
to certain exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities (a) to cure any ambiguity, omission, defect or inconsistency, or make
any other change that does not adversely affect the rights of any Holder, (b) to
comply with Article 5 or Section 10.12 of the Indenture, (c) to make provisions
with respect to the conversion right of Holders pursuant to the requirements of
Section 10.12 and Section 10.01 of the Indenture, (d) to evidence and provide
for the acceptance of appointment under the Indenture by a successor Trustee,
(e) to comply with the provisions of the TIA or any requirement of the SEC in
connection with the qualification of the Indenture under the TIA, (f) to add
covenants or Events of Default for the benefit of the Holder, (g) to evidence
acceptance of appointment by a successor Trustee, (h) to surrender any of the
Company's rights or powers under this Indenture (including, without limitation,
its right to pay part of the Repurchase Price of the Securities with shares of
Common Stock as provided for in this Indenture occurring on a date after the
date of such amendment), or (i) to add guarantees with respect to the Securities
or to secure the Securities.

            (13)  Defaults and Remedies.

            Except as set forth in the Indenture, if an Event of Default occurs
and is continuing, the Trustee or the Holders of not less than 25% in principal
amount of Securities then outstanding may declare all the Securities to be due
and payable in the manner, at the time and with the effect provided in the
Indenture. Holders of Securities may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee is not obligated to enforce the
Indenture or the Securities unless it has received indemnity reasonably
satisfactory to it. The Indenture permits, subject to certain limitations
therein provided, Holders of a majority in aggregate principal amount of the
Securities then outstanding to direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of Securities notice of any
continuing Default or Event of Default (except a Default in payment of
principal, premium, if any, or interest when due, for any reason, or a Default
in compliance with Article 5 of the Indenture) if it determines in good faith
that withholding notice is in the interest of Holders.

            (14)  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 Securities 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.

            (15)  No Recourse Against Others.

            A director, officer, employee or shareholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder waives and releases all such

                                     A-1-9
<PAGE>
liability. The waiver and release are part of the consideration for the issue of
the Securities.

            (16)  Ranking.

            The Securities shall be the Company's senior unsecured obligations
and shall rank equally in right of payment with all the Company's existing and
future senior indebtedness. The Securities shall be senior in right of payment
to all our existing and future subordinated indebtedness.

            (17)  Authentication.

            This Security 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 Security.

            (18)  Abbreviations.

            Customary abbreviations may be used in the name of a Securityholder
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").

            (19)  Governing Law.

            THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND
THIS SECURITY.

            (20)  CUSIP Numbers.

            Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.




                                     A-1-10
<PAGE>
                                 ASSIGNMENT FORM

To assign this Security, fill in the form below


I or we assign and transfer this Security to
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Insert assignee's soc. sec. or tax ID no.)
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
________________________________________________________________________________
and irrevocably appoint ________________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.



Date:_____________



                                CONVERSION NOTICE

To convert this Security into Common Stock of the Company, check the box []

To convert only part of this Security, state the principal amount to be
converted (which must be $1,000 or an integral multiple of $1,000):
________________________________________________________________________________

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

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Insert the other person's soc. sec. tax ID no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type other person's name, address and zip code)
Your Signature: ________________________________________________________________
(Sign exactly as your name appears on the other side of this Security)


Signature Guaranteed
________________________________________________________________________________
Participant in a Recognized Signature
Guarantee Medallion Program
By: ____________________________________________________________________________
Authorized Signatory




                                     A-1-11
<PAGE>
                            FORM OF REPURCHASE NOTICE

To:  Coeur d'Alene Mines Corporation

            The undersigned registered holder of this Security requests and
instructs the Company to purchase this Security, or the portion hereof (which is
$1,000 principal amount or a multiple thereof) designated below, on the January
15 specified below, in accordance with the terms and conditions specified in
paragraph 6 of this Security and the Indenture referred to in this Security and
directs that the check in payment for this Security or the portion thereof and
any Securities representing the portion of principal amount hereof not to be so
purchased, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If any portion of this Security not
purchased is to be issued in the name of a Person other than the undersigned,
the undersigned shall pay all transfer taxes payable with respect thereto.

Dated:

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

Fill in for registration of Securities
not purchased if to be issued other
than to and in the name of registered holder:



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


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


--------------------------------------------------------------------------------
(City, state and zip code)

Please print name and address

principal amount to be purchased (if less than all):  $__,000

date of requested purchase:  January 15, 201_
                             (specify either January 15, 2011, 2014 or 2019)




                                     A-1-12
<PAGE>
           FORM OF OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL

To:  Coeur d'Alene Mines Corporation

            The undersigned registered holder of this Security hereby
acknowledges receipt of a notice from Coeur d'Alene Mines Corporation (the
"Company") as to the occurrence of a Change In Control with respect to the
Company and requests and instructs the Company to repurchase this Security, or
the portion hereof (which is $1,000 principal amount or a multiple thereof)
designated below, in accordance with the terms of the Indenture referred to in
this Security and directs that the check in payment for this Security or the
portion thereof and any Securities representing any unrepurchased principal
amount hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If any portion of this Security not
repurchased is to be issued in the name of a Person other than the undersigned,
the undersigned shall pay all transfer taxes payable with respect thereto.

Dated:

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

Fill in for registration of Securities not
repurchased if to be issued other than
to and in the name of registered holder:



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


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


------------------------------------------
(City, state and zip code)

Please print name and address

principal amount to be purchased (if less than all):  $__,000




                                     A-1-13
<PAGE>
                                   SCHEDULE I

                         COEUR d'ALENE MINES CORPORATION

                     1.25% Convertible Senior Notes Due 2024

<TABLE>
<CAPTION>
Date                       Principal Amount                Notation
<S>                        <C>                             <C>
</TABLE>




                                     A-1-14
<PAGE>
                                                                     EXHIBIT A-2

                         {Form of Certificated Security}

                         COEUR d'ALENE MINES CORPORATION

                     1.25% Convertible Senior Notes Due 2024

No.:                                                   CUSIP: 192108AQ1
Issue Date:                                            Principal Amount:

            COEUR d'ALENE MINES CORPORATION, an Idaho corporation, promises to
pay to _________________________________________________________________________
________________________________________________________________________________
or registered assigns, the principal amount of ________________________________,
on January 15, 2024, subject to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place. This Security is convertible
as specified on the other side of this Security.

            Interest Payment Dates: January 15 and July 15, commencing July 15,
2004

            Record Dates: January 1 and July 1, commencing July 1, 2004



                                        COEUR d'ALENE MINES CORPORATION
                                        By: ___________________________
                                            Name:
                                            Title:




                                      B-1
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION

The Bank of New York, as Trustee, certifies that this is one of the Securities
referred to in the within-mentioned Indenture.

By:_______________________
   Authorized Signatory

Dated:




                                      B-2
<PAGE>
               [FORM OF REVERSE SIDE IS IDENTICAL TO EXHIBIT A-1]



                                      B-3