<PAGE>

                                                                     EXHIBIT 4.8

                              KOMAG, INCORPORATED,

                                    AS ISSUER

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

                         U.S. BANK NATIONAL ASSOCIATION

                                   AS TRUSTEE

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

                 UP TO $80,500,000 AGGREGATE PRINCIPAL AMOUNT OF

                 __.___% CONVERTIBLE SUBORDINATED NOTES DUE 2024

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

                                    INDENTURE

                          DATED AS OF JANUARY ___, 2004

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

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                                TABLE OF CONTENTS

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ARTICLE I            DEFINITIONS AND INCORPORATION BY REFERENCE..................................................        1

         Section 1.1.       Definitions..........................................................................        1

         Section 1.2.       Incorporation by Reference of Trust Indenture Act....................................       10

         Section 1.3.       Rules of Construction................................................................       11

         Section 1.4.       Acts of Holders......................................................................       11

ARTICLE II           THE SECURITIES..............................................................................       12

         Section 2.1.       Form and Dating......................................................................       12

         Section 2.2.       Execution and Authentication.........................................................       13

         Section 2.3.       Registrar, Paying Agent, Conversion Agent and Bid Solicitation Agent.................       14

         Section 2.4.       Paying Agent to Hold Cash and Securities in Trust....................................       15

         Section 2.5.       Holder Lists.........................................................................       15

         Section 2.6.       Transfer and Exchange................................................................       15

         Section 2.7.       Replacement Securities...............................................................       16

         Section 2.8.       Outstanding Securities; Determinations of Holders' Action............................       17

         Section 2.9.       Temporary Securities.................................................................       18

         Section 2.10.      Cancellation.........................................................................       18

         Section 2.11.      Persons Deemed Owners................................................................       19

         Section 2.12.      Additional Transfer and Exchange Requirements........................................       19

         Section 2.13.      CUSIP Numbers........................................................................       20
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ARTICLE III          REDEMPTION..................................................................................       21

         Section 3.1.       The Company's Right to Redeem; Notice to Trustee.....................................       21

         Section 3.2.       Selection of Securities to Be Redeemed...............................................       21

         Section 3.3.       Notice of Redemption.................................................................       22

         Section 3.4.       Effect of Notice of Redemption.......................................................       23

         Section 3.5.       Deposit of Redemption Price..........................................................       23

         Section 3.6.       Securities Redeemed in Part..........................................................       23

         Section 3.7.       Repayment to the Company.............................................................       23

         Section 3.8.       No Sinking Fund......................................................................       24

ARTICLE IV           PURCHASE AT THE OPTION OF HOLDERS ON SPECIFIC DATES.........................................       24

         Section 4.1.       Optional Put.........................................................................       24

         Section 4.2.       Effect of Purchase Notice; Withdrawal of Purchase Notice.............................       26

         Section 4.3.       Deposit of Purchase Price............................................................       27

         Section 4.4.       Securities Purchased in Part.........................................................       27

         Section 4.5.       Covenant to Comply With Securities Laws Upon Purchase of Securities..................       27

         Section 4.6.       Repayment to the Company.............................................................       28

         Section 4.7.       No Purchase Upon Event of Default....................................................       28
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ARTICLE V            PURCHASE AT THE OPTION OF HOLDERS UPON A FUNDAMENTAL CHANGE.................................       28

         Section 5.1.       Fundamental Change Put...............................................................       28

         Section 5.2.       Effect of Fundamental Change Purchase Notice; Withdrawal.............................       31

         Section 5.3.       Deposit of Fundamental Change Purchase Price.........................................       32

         Section 5.4.       Securities Purchased in Part.........................................................       32

         Section 5.5.       Covenant to Comply With Securities Laws Upon Purchase of Securities..................       32

         Section 5.6.       Repayment to the Company.............................................................       33

         Section 5.7.       Consolidation, Merger, etc...........................................................       33

ARTICLE VI           COVENANTS...................................................................................       33

         Section 6.1.       Payment of Securities................................................................       33

         Section 6.2.       SEC and Other Reports to the Trustee.................................................       34

         Section 6.3.       Compliance Certificate...............................................................       35

         Section 6.4.       Further Instruments and Acts.........................................................       35

         Section 6.5.       Maintenance of Office or Agency of the Trustee, Registrar,
                            Paying Agent and Conversion Agent....................................................       35

         Section 6.6.       Waiver of Stay, Extension or Usury Laws..............................................       36

         Section 6.7.       Statement by Officers as to Default..................................................       36
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ARTICLE VII          SUCCESSOR CORPORATION.......................................................................       36

         Section 7.1.       When Company May Merge or Transfer Assets............................................       36

ARTICLE VIII         DEFAULTS AND REMEDIES.......................................................................       37

         Section 8.1.       Events of Default....................................................................       37

         Section 8.2.       Acceleration.........................................................................       39

         Section 8.3.       Other Remedies.......................................................................       40

         Section 8.4.       Waiver of Past Defaults..............................................................       40

         Section 8.5.       Control by Majority..................................................................       40

         Section 8.6.       Limitation on Suits..................................................................       41

         Section 8.7.       Rights of Holders to Receive Payment or to Convert...................................       41

         Section 8.8.       Collection Suit by Trustee...........................................................       41

         Section 8.9.       Trustee May File Proofs of Claim.....................................................       41

         Section 8.10.      Priorities...........................................................................       42

         Section 8.11.      Undertaking for Costs................................................................       43

ARTICLE IX           TRUSTEE.....................................................................................       43

         Section 9.1.       Duties of Trustee....................................................................       43

         Section 9.2.       Rights of Trustee....................................................................       44

         Section 9.3.       Individual Rights of Trustee.........................................................       45

         Section 9.4.       Trustee's Disclaimer.................................................................       45
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         Section 9.5.       Notice of Defaults...................................................................       46

         Section 9.6.       Reports by Trustee to Holders........................................................       46

         Section 9.7.       Compensation and Indemnity...........................................................       46

         Section 9.8.       Replacement of Trustee...............................................................       47

         Section 9.9.       Successor Trustee by Merger..........................................................       48

         Section 9.10.      Eligibility; Disqualification........................................................       48

         Section 9.11.      Preferential Collection of Claims Against Company....................................       48

ARTICLE X            DISCHARGE OF INDENTURE......................................................................       48

         Section 10.1.      Discharge of Liability on Securities.................................................       48

         Section 10.2.      Repayment to the Company.............................................................       49

ARTICLE XI           AMENDMENTS..................................................................................       49

         Section 11.1.      Without Consent of Holders...........................................................       49

         Section 11.2.      With Consent of Holders..............................................................       50

         Section 11.3.      Compliance with Trust Indenture Act..................................................       51

         Section 11.4.      Revocation and Effect of Consents, Waivers and Actions...............................       52

         Section 11.5.      Notation on or Exchange of Securities................................................       52

         Section 11.6.      Trustee to Sign Supplemental Indentures..............................................       52

         Section 11.7.      Effect of Supplemental Indentures....................................................       52
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ARTICLE XII          SUBORDINATION...............................................................................       52

         Section 12.1.      Agreement to Subordinate.............................................................       52

         Section 12.2.      Liquidation, Dissolution, Bankruptcy.................................................       53

         Section 12.3.      Default on Senior Debt and/or Designated Senior Debt.................................       53

         Section 12.4.      Acceleration of Securities...........................................................       54

         Section 12.5.      When Distribution Must Be Paid Over..................................................       54

         Section 12.6.      Notice by Company....................................................................       55

         Section 12.7.      Subrogation..........................................................................       55

         Section 12.8.      Relative Rights......................................................................       55

         Section 12.9.      Subordination May Not Be Impaired by Company.........................................       56

         Section 12.10.     Distribution or Notice to Representative.............................................       56

         Section 12.11.     Rights of Trustee and Paying Agent...................................................       56

         Section 12.12.     Authorization to Effect Subordination................................................       56

         Section 12.13.     Article Applicable to Paying Agents..................................................       57

         Section 12.14.     Senior Debt Entitled to Rely.........................................................       57

         Section 12.15.     Permitted Payments...................................................................       57

         Section 12.16.     No Waiver of Subordination Provisions................................................       57

         Section 12.17.     Certain Conversions Deemed Payment...................................................       58
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ARTICLE XIII         CONVERSION..................................................................................       58

         Section 13.1.      Conversion Right; Conversion Consideration...........................................       58

         Section 13.2.      Conversion Procedures; Settlement Dates; Conversion Rate; Fractional Shares..........       61

         Section 13.3.      Adjustment of Conversion Rate........................................................       62

         Section 13.4.      Consolidation or Merger of the Company...............................................       71

         Section 13.5.      Notice of Adjustment.................................................................       72

         Section 13.6.      Notice in Certain Events.............................................................       72

         Section 13.7.      Company to Reserve Stock; Registration; Listing......................................       73

         Section 13.8.      Taxes on Conversion..................................................................       74

         Section 13.9.      Conversion After Regular Record Date.................................................       74

         Section 13.10.     Company Determination Final..........................................................       75

         Section 13.11.     Responsibility of Trustee for Conversion Provisions..................................       75

         Section 13.12.     Unconditional Right of Holders to Convert............................................       75

ARTICLE XIV          MISCELLANEOUS...............................................................................       75

         Section 14.1.      Trust Indenture Act Controls.........................................................       75

         Section 14.2.      Notices..............................................................................       75

         Section 14.3.      Communication by Holders with Other Holders..........................................       76

         Section 14.4.      Certificate and Opinion as to Conditions Precedent...................................       76

         Section 14.5.      Statements Required in Certificate or Opinion........................................       77
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         Section 14.6.      Separability Clause..................................................................       77

         Section 14.7.      Rules by Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent, Registrar..       77

         Section 14.8.      Legal Holidays.......................................................................       77

         Section 14.9.      Governing Law; Submission to Jurisdiction; Service of Process........................       78

         Section 14.10.     No Recourse Against Others...........................................................       78

         Section 14.11.     Successors...........................................................................       79

         Section 14.12.     Multiple Originals...................................................................       79

         EXHIBIT A          Form of Security
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                                      viii
<PAGE>

                  INDENTURE, dated as of January ___, 2004, between KOMAG,
INCORPORATED, a Delaware corporation (the "COMPANY"), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as Trustee (the "TRUSTEE").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's
__.___% Convertible Subordinated Notes due 2024:

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1. Definitions.

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

                  "AGENT MEMBERS" has the meaning set forth in Section 2.1(c).

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

                  "APPLICABLE SHARE PRICE" means the average of the Closing Sale
Prices of the Common Stock over the five (5) Trading Day period starting the
third Trading Day following the applicable conversion date of Securities.

                  "APPLICABLE STOCK" means (a) the Common Stock and (b) in the
event of a merger, consolidation or other similar transaction involving the
Company that is otherwise permitted hereunder in which the Company is not the
surviving corporation, the common stock of such surviving corporation or its
direct or indirect parent corporation.

                  "BANKRUPTCY LAW" means Title 11, United States Code, or any
similar Federal or State law for the relief of debtors.

                  "BID SOLICITATION AGENT" means U.S. Bank National Association,
in its capacity under this Indenture as the agent, in accordance with the
provisions of this Indenture, that solicits Securities to bid upon by securities
dealers which such agent believes are willing to bid for such Securities, and
any successor or successors.

                  "BOARD OF DIRECTORS" means either the board of directors of
the Company or any duly authorized committee of such board.

<PAGE>

                  "BOARD RESOLUTION" means a resolution of the Board of
Directors.

                  "BUSINESS DAY" means each day of the year other than a
Saturday or a Sunday or other day on which banking institutions in New York, New
York or San Jose, California are required or authorized by law, regulation or
executive order to close.

                  "CAPITAL STOCK" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) corporate stock or other
equity participations, including partnership interests, whether general or
limited, of such Person.

                  "CASH" means such coin or currency of the United States as at
any time of payment is legal tender for the payment of public and private debts.

                  "CERTIFICATED SECURITIES" means Securities that are in
substantially the form attached hereto as Exhibit A and that do not include the
information called for by footnotes 1 and 2 thereof.

                  "CLOSING SALE PRICE" of a share of Applicable Stock on any
date means the closing per share sale price (or, if no closing sale price is
reported, the average of the bid and ask prices or, if more than one in either
case, the average of the average bid and the average ask prices) on such date as
reported on the Nasdaq National Market or, if the shares of Applicable Stock are
not listed on the Nasdaq National Market, as reported by a national securities
exchange. If the Applicable Stock is not listed and not reported by the Nasdaq
National Market and is not listed for trading on a national securities exchange
on the relevant date, the "Closing Sale Price" shall be the last quoted bid for
the Applicable Stock in the over-the-counter market on the relevant date as
reported by the National Quotation Bureau or similar organization. If the
Applicable Stock is not so quoted, the "Closing Sale Price" shall be the average
of the midpoint of the last bid and ask prices for the Applicable Stock on the
relevant date from each of at least three nationally recognized independent
investment banking firms selected by us for this purpose.

                  "CODE" means the Internal Revenue Code of 1986, as amended.

                  "COMMON STOCK" means the common stock, $0.01 par value per
share, of the Company as that stock exists on the date of this Indenture and,
subject to the provisions of Section 13.4, any shares of any class or classes of
capital stock of the Company resulting from any reclassification or
reclassifications thereof and which do not have any preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company and which are not subject
to redemption by the Company; provided, however, that if at any time there shall
be more than one such resulting class, the shares of each such class then so
issuable on conversion of Securities shall be substantially in the proportion
which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

                  "COMMON STOCK PRICE CONDITION" has the meaning set forth in
Section 13.1(a).

                                       2
<PAGE>

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

                  "COMPANY REQUEST" or "COMPANY ORDER" means a written request
or order signed in the name of the Company by any one Officer, who is the Chief
Executive Officer, the Vice Chairman or the Chief Financial Officer.

                  "CONVERSION AGENT" has the meaning set forth in Section 2.3.

                  "CONVERSION NOTICE" has the meaning set forth in Section
13.2(b).

                  "CONVERSION PERIOD" means the period from and including the
first Trading Day of any fiscal quarter of the Company (beginning with the
quarter ending on July 4, 2004) up to, but not including, the first Trading Day
of the immediately following fiscal quarter.

                  "CONVERSION PRICE" means, at any time, $1,000 divided by the
Conversion Rate in effect at such time, rounded to two decimal places (rounded
up if the third decimal place thereof is 5 or more and otherwise rounded down).

                  "CONVERSION RATE" means the number of shares of Common Stock
issuable upon conversion of each $1,000 principal amount of Securities, which is
initially __.____ shares, subject to adjustments as set forth in this Indenture.

                  "CONVERSION VALUE" means the product of the Closing Sale Price
for a share of the Common Stock on a given day multiplied by the Conversion Rate
then in effect.

                  "CORPORATE TRUST OFFICE" means the corporate trust 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 633 West Fifth
Street, 24th Floor, LM-CA-T24T, Los Angeles, CA 90071, Attention: Corporate
Trust Services, 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 at which the trust created by this Indenture
shall be administered (or such other address as a successor Trustee may
designate from time to time by notice to the Holders and the Company).

                  "CURRENT MARKET PRICE" has the meaning set forth in Section
13.3(h).

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

                  "DEFAULT" means, when used with respect to the Securities, any
event which is, or after notice or passage of time or both would be, an Event of
Default.

                  "DEPOSITARY" means, with respect to any Global Securities, a
clearing agency that is registered as such under the Exchange Act and is
designated by the Company to act as

                                       3
<PAGE>

Depositary for such Global Securities (or any successor securities clearing
agency so registered), which shall initially be DTC.


                  "DESIGNATED SENIOR DEBT" means the obligations of the Company
under the Senior Indenture and any other Senior Debt in which the instrument
creating or evidencing the same or any related agreements or documents to which
the Company is a party expressly provides that such Senior Debt shall be
"Designated Senior Debt" for purposes of this Indenture; provided that the
instrument, agreement or other document may place limitations and conditions on
the right of the Senior Debt to exercise the rights of Designated Senior Debt.


                  "DESIGNATED SUBSIDIARY" means any existing or future, direct
or indirect, Subsidiary of the Company whose assets constitute 10% or more of
the total assets or total revenues of the Company on a consolidated basis.

                  "DISTRIBUTED ASSETS" has the meaning set forth in Section
13.3(d).

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

                  "EDGAR" has the meaning set forth in Section 6.2(b).

                  "EVENT OF DEFAULT" has the meaning set forth in Section 8.1.

                  "EXCHANGE ACT" means the United States Securities Exchange Act
of 1934, as amended.

                  "EX-DIVIDEND TIME" means, with respect to any issuance or
distribution on Common Stock, the first Trading Day on which the Common Stock
trades regular way on the principal securities market on which the Common Stock
is then traded without the right to receive such issuance or distribution.

                  "EXPIRATION TIME" has the meaning set forth in Section
13.3(g).

                  "FAIR MARKET VALUE" has the meaning set forth in Section
13.3(h).

                  "FUNDAMENTAL CHANGE" means the occurrence of any of the
following events: (i) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), is or becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a Person shall be deemed to have beneficial ownership of all shares that such
Person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of more than 50% of
the total outstanding Voting Stock of the Company, other than any acquisition of
Voting Stock by the Company or any Wholly Owned Subsidiary; (ii) during any
period of two consecutive years, individuals who at the beginning of such period
constituted the Board of Directors of the Company (together with any new
directors whose election to such Board of Directors or whose nomination for
election by the stockholders of the Company, was approved by a vote of at least
a majority of the directors then still in office who were either directors at
the beginning of such period or whose election or

                                       4
<PAGE>

nomination for election was previously so approved) cease for any reason to
constitute a majority of such Board of Directors then in office; (iii) the
Company consolidates with or merges with or into any Person or conveys,
transfers, sells or otherwise disposes of or leases all or substantially all of
its assets to any Person, or any corporation consolidates with or merges into or
with the Company, other than (A) any such transaction that does not result in
any reclassification, conversion, exchange or cancellation of outstanding
Capital Stock of the Company, (B) any such transaction pursuant to which holders
of outstanding Voting Stock of the Company immediately prior to the transaction
have the entitlement to exercise, directly or indirectly, 50% or more of the
total voting power of all shares of Capital Stock entitled to vote generally in
elections of directors of the continuing or surviving Person immediately after
giving effect to such transaction, or (C) any merger, share exchange, transfer
of assets or similar transaction solely for the purpose of changing the
jurisdiction of incorporation of the Company and resulting in a
reclassification, conversion or exchange of outstanding Voting Stock, if at all,
solely into shares of Voting Stock of the surviving entity or a direct or
indirect parent of the surviving corporation; (iv) the Company is liquidated or
dissolved or adopts a plan of liquidation or dissolution other than in a
transaction which complies with the provisions described under Article VII; or
(v) the Company's Common Stock ceases to be quoted on the Nasdaq National Market
and is not listed on an established national securities exchange or automated
over-the-counter trading market in the United States.

                  A "Fundamental Change" shall not be deemed to have occurred if
either:

                           (1)      the last Closing Sale Price of the Common
         Stock for each of at least five Trading Days within:

                                    (A)      the period of the ten consecutive
                           Trading Days immediately after the later of the
                           Fundamental Change or the public announcement of the
                           Fundamental Change, in the case of a Fundamental
                           Change resulting solely from a Fundamental Change in
                           clause (i) of the definition of Fundamental Change;
                           or

                                    (B)      the period of the ten consecutive
                           Trading Days immediately preceding the Fundamental
                           Change, in the case of a Fundamental Change resulting
                           from a Fundamental Change in clauses (ii), (iii) or
                           (iv) of the definition of Fundamental Change;

         is at least equal to 105% of the Conversion Price in effect on each of
         such five Trading Days, with such calculation being made for each
         Trading Day (the "105% EXCEPTION"); or

                           (2)      in the case of a merger or consolidation, at
         least 90% of the consideration, excluding cash payments for fractional
         shares and cash payments made pursuant to dissenter's appraisal rights
         in each case in the merger or consolidation constituting the
         Fundamental Change, consists of shares of common stock, depositary
         receipts, ordinary shares or other certificates representing common
         equity interests traded on a United States national securities exchange
         or quoted on the Nasdaq National Market (or which shall be so traded or
         quoted when issued or exchanged in connection with such Fundamental
         Change) and as a result of such transaction or transactions the
         Securities

                                       5
<PAGE>

         become convertible solely into such shares of common stock, depositary
         receipts, ordinary shares or other certificates representing common
         equity interests.

                  "FUNDAMENTAL CHANGE PURCHASE DATE" has the meaning set forth
in Section 5.1(a).

                  "FUNDAMENTAL CHANGE PURCHASE NOTICE" has the meaning set forth
in Section 5.1(c).

                  "FUNDAMENTAL CHANGE PURCHASE PRICE" has the meaning set forth
in Section 5.1(a).

                  "GLOBAL SECURITIES" means Securities that are in substantially
the form attached hereto as Exhibit A and that include the information called
for by footnotes 1 and 2 thereof and that are deposited with the Depositary or
its custodian and registered in the name of the Depositary or its nominee.

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

                  "INDEBTEDNESS" means, with respect to any Person:

                  (a)      all of such Person's indebtedness, obligations and
other liabilities, contingent or otherwise, (i) for borrowed money, including
overdrafts, foreign exchange contracts, currency exchange agreements, interest
rate protection agreements, 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;

                  (b)      all of such Person's reimbursement obligations and
other liabilities, contingent or otherwise, with respect to letters of credit,
bank guarantees or bankers' acceptances;

                  (c)      all of such Person's obligations and other
liabilities, contingent or otherwise, in respect of leases required, in
conformity with generally accepted accounting principles, to be accounted for as
capitalized lease obligations on such Person's balance sheet;

                  (d)      all of such Person's obligations and other
liabilities, contingent or otherwise, 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, including any such obligations under such lease or related
document to purchase or cause a third party to purchase such lease property or
pay an agreed upon residual value of the leased property to the lessor;

                  (e)      all of such Person's obligations, contingent or
otherwise, with respect to an interest rate or other swap, cap, floor or collar
agreement or hedge agreement, forward

                                       6
<PAGE>

contract or other similar instrument or agreement or foreign currency hedge,
exchange, purchase or similar instrument or agreement;

                  (f)      all of such Person's direct or indirect guarantees or
similar agreements in respect of, and all obligations or liabilities 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 (e); and

                  (g)      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 (f).

                  The amount of Indebtedness of any Person at any date shall be
(i) the outstanding principal amount of all unconditional obligations described
above, as such amount would be reflected on a balance sheet prepared in
accordance with generally accepted accounting principles, and the maximum
liability at such date of such Person for any contingent obligations described
above, (ii) the accreted value thereof, in the case of any Indebtedness issued
with original issue discount, and (iii) the principal amount thereof, together
with any interest thereon that is more than 30 days past due, in the case of any
other Indebtedness.

                  "INDENTURE" means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof, including the provisions
of the TIA that are explicitly incorporated in this Indenture by reference to
the TIA.

                  "INTEREST PAYMENT DATE" has the meaning set forth in Exhibit A
attached hereto.

                  "ISSUE DATE" of any Security means the date on which such
Security was originally issued or deemed issued as set forth on the face of the
Security.

                  "LEGAL HOLIDAY" means any day other than a Business Day.

                  "NON-ELECTING SHARE" has the meaning set forth Section 13.4.

                  "OFFICER" means the Chairman of the Board, the Vice Chairman,
the Chief Executive Officer, the President, the Chief Financial Officer, any
Vice President, the Treasurer, the Principal Accounting Officer, the Secretary,
any Assistant Treasurer or Assistant Secretary of the Company.

                  "OFFICER'S CERTIFICATE" means a written certificate containing
the information specified in Section 14.4 and Section 14.5, signed in the name
of the Company by any one Officer, who is the Chief Executive Officer, the Vice
Chairman or the Chief Financial Officer, and delivered to the Trustee. An
Officer's Certificate given pursuant to Section 6.3 shall be signed by the
principal executive officer, principal financial officer or principal accounting
officer of the Company.

                  "OPINION OF COUNSEL" means a written opinion containing the
information specified in Section 14.4 and Section 14.5, from legal counsel. The
counsel may be an employee of, or counsel to, the Company.

                                       7
<PAGE>

                  "PAYING AGENT" has the meaning set forth in Section 2.3.

                  "PAYMENT BLOCKAGE NOTICE" has the meaning set forth in Section
12.3(b).

                  "PAYMENT BLOCKAGE PERIOD" has the meaning set forth in Section
12.3(b).

                  "PAYMENT DEFAULT" has the meaning set forth in Section
12.3(a).

                  "PERSON" or "PERSON" means any individual, corporation,
limited liability company, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, or government or any agency or
political subdivision thereof (and for purposes of the definition of
"Fundamental Change" shall also have the meaning set forth in such definition).

                  "PRINCIPAL VALUE CONVERSION" has the meaning set forth in
Section 13.1(a).

                  "PRINCIPAL VALUE CONVERSION STOCK VALUATION" has the meaning
set forth in Section 13.1(a).

                  "PURCHASE DATE" has the meaning set forth in Section 4.1(a).

                  "PURCHASE NOTICE" has the meaning set forth in Section 4.1(c).

                  "PURCHASE PRICE" has the meaning set forth in Section 4.1(a).

                  "RECORD DATE" has the meaning set forth in Section 13.3(h).

                  "REDEMPTION DATE" means, when used with respect to any
Security to be redeemed, the date fixed for redemption pursuant to this
Indenture.

                  "REDEMPTION PRICE" has the meaning set forth in Section 3.1.

                  "REFERENCE PERIOD" has the meaning set forth in Section
13.3(d).

                  "REGISTRAR" has the meaning set forth in Section 2.3.

                  "REGISTER" has the meaning set forth in Section 2.3.

                  "REGULAR RECORD DATE" has the meaning set forth in Exhibit A
attached hereto.

                  "RESPONSIBLE OFFICER" means, when used with respect to the
Trustee, the officer within the Corporate Trust Services department of the
Trustee, having direct responsibility for the administration of this Indenture.

                  "RIGHTS PLAN" has the meaning set forth in Section 13.3(d).

                  "SEC" means the United States Securities and Exchange
Commission.

                  "SECURITIES" means any of the Company's __.___% Convertible
Subordinated Notes due 2024, as amended or supplemented from time to time,
issued under this Indenture.

                                       8
<PAGE>

                  "SECURITIES ACT" means the United States Securities Act of
1933, as amended.

                  "SENIOR DEBT" means the principal of, premium, if any
interest, including any interest accruing after the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowed as a claim in the proceeding, and rent payable on or in
connection with, and all fees, costs, expenses and other amounts accrued or due
on or in connection with, indebtedness of the Company whether secured or
unsecured, absolute or contingent, due or to become due, outstanding on the date
of this Indenture or thereafter created, incurred, assumed, guaranteed or in
effect guaranteed by the Company, including all deferrals, renewals, extensions,
or refundings of, or amendments, modifications or supplements to, the foregoing.
"Senior Debt" does not include:

                  (a)      indebtedness that expressly provides that such
indebtedness shall not be senior in right of a payment to the Securities or
expressly provides that such indebtedness is on the same basis or junior to the
Securities; and

                  (b)      any indebtedness to any Subsidiary, other than
indebtedness to a Subsidiary arising by reason of guarantees by the Company of
indebtedness of such Subsidiary to a Person that is not a Subsidiary.


                  "SENIOR INDENTURE" means that certain Indenture dated as of
June 30, 2002 between the Company and The Bank of New York as trustee, relating
to Senior Secured Notes due 2007 of the Company.


                  "SPECIAL RECORD DATE" has the meaning set forth in Exhibit A
attached hereto.

                  "SPIN-OFF" has the meaning set forth in Section 13.3(e).

                  "STATED MATURITY", when used with respect to any Security,
means February 1, 2024.

                  "SUBSIDIARY" means any person of which at least a majority of
the outstanding Voting Stock shall at the time directly or indirectly be owned
or controlled by the Company or by one or more Subsidiaries or by the Company
and one or more Subsidiaries.

                  "TIA" means the United States 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, with respect to any security:

                  (a)      if the applicable security is quoted on the Nasdaq
National Market, a day on which trades may be made on the Nasdaq National
Market;

                  (b)      if the applicable security is listed or admitted for
trading on a U.S. national or regional securities exchange, a day on which such
exchange is open for business; or

                  (c)      if the applicable security is not so quoted on the
Nasdaq National Market and not so listed or admitted for trading on a U.S.
national or regional securities exchange, a day on which the principal U.S.
exchange or trading system on which the Securities are listed or traded is open
for business.

                                       9
<PAGE>

                  "TRADING PRICE" on any date of determination means the average
of the secondary market bid quotations per Security obtained by the Bid
Solicitation Agent for $5,000,000 principal amount of the Securities at
approximately 3:30 p.m., New York City time, on such determination date from two
independent nationally recognized securities dealers selected by the Bid
Solicitation Agent, which may include one or more underwriters; provided, that
if at least two such bids cannot reasonably be obtained, but one such bid can
reasonably be obtained by the Bid Solicitation Agent, then this one bid shall be
used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid
for $5,000,000 principal amount of the Securities from a nationally recognized
securities dealer, or in the Company's reasonable judgment, the bid quotations
are not indicative of the secondary market value of the Securities, then the
average Trading Price will be deemed to be less than 98% of the applicable
Conversion Rate of the Securities multiplied by the sales price of the Common
Stock on such determination date. The applicable sales price of the Common Stock
shall mean the average of the Closing Sale Prices of the Company's Common Stock
over the five Trading Day period starting on the third Trading Day following the
conversion date of the Securities. Bids used to determine the Trading Price will
be solicited by the Bid Solicitation Agent from securities dealers that the
Company believes are willing to bid for the Securities.

                  "TRADING PRICE CONDITION" has the meaning set forth in Section
13.1(a).

                  "TRIGGER EVENT" has the meaning set forth in Section 13.3(d).

                  "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.

                  "VOTING STOCK" of a person means any Capital Stock of such
person of the class or classes pursuant to which the holders thereof have the
general voting power under ordinary circumstances 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).

                  "WHOLLY OWNED SUBSIDIARY" means a Subsidiary of which all the
Capital Stock is owned by the Company or another Wholly Owned Subsidiary.

         Section 1.2. 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.

                  "INDENTURE SECURITY HOLDER" means a Holder.

                                       10
<PAGE>

                  "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 but not defined in this Indenture
that are defined by the TIA, defined by TIA reference to another statute or
defined by SEC rule have the meanings assigned to them by such definitions.

         Section 1.3. 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 accounting principles generally
accepted in the United States as in effect from time to time;

                  (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 1.4. Acts of Holders.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company, as described in Section 14.2. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "act" of Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section 1.4.

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

                                       11
<PAGE>

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 principal amount and certificate number of any
Security and the ownership of Securities shall be proved by the register
maintained by the Registrar for the Securities.

                  (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 2.1. Form and Dating.

                  (a)      Form; Notations; Legends; Dating. The Securities and
the Trustee's certificate of authentication shall be substantially in the form
of Exhibit A attached hereto, which is a part of this Indenture. 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.

                  (b)      Initial Global Securities. All of the Securities
shall be issued initially in the form of one or more Global Securities, which
shall be deposited with the Trustee at its Corporate Trust Office, as custodian
for the Depositary and registered in the name of DTC or the nominee thereof,
duly executed by the Company and authenticated by the Trustee as hereinafter

                                       12
<PAGE>

provided. The aggregate principal amount of the Global Securities may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary as hereinafter provided.

                  (c)      Global Securities in General. Each Global Security
shall represent such of the outstanding Securities as shall be specified therein
and each shall provide that it shall initially represent the aggregate amount of
outstanding Securities stated thereon, but that the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges, redemptions, purchases and
conversions of such Securities.

                  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 in
accordance with instructions given by the Holder thereof as required by Section
2.12 and shall be made on the records of the Trustee and the Depositary.

                  Neither any members of, or participants in, the Depositary
(collectively, the "AGENT MEMBERS") nor any other persons on whose behalf Agent
Members may act shall have any rights under this Indenture with respect to any
Global Security registered in the name of the Depositary or any nominee thereof,
or under any such Global Security, and the Depositary or such nominee, as the
case may be, may be treated by the 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 contained
herein shall (A) 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 (B) 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.

                  (d)      Certificated Securities. Certificated Securities
shall be issued only under the limited circumstances provided in Section
2.12(a)(i).

         Section 2.2. Execution and Authentication.

                  The Securities shall be executed on behalf of the Company by
the Chairman of the Board, Vice Chairman, President, any Vice President or Chief
Financial Officer. The signature of such officer on the Securities may be manual
or facsimile.

                  A Security bearing the manual or facsimile signature of an
individual who was at the time of the execution of the Security an Officer shall
bind the Company, notwithstanding that such individual has ceased to hold such
office(s) prior to the authentication and delivery of such Securities or did not
hold such office(s) 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 or facsimile signature of an
authorized signatory, and such certificate upon any Security shall be conclusive

                                       13
<PAGE>

evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.

                  The Trustee shall authenticate and deliver the Securities for
original issue in an aggregate principal amount of up to $80,500,000 upon one or
more Company Orders (which shall include the matters required to be set forth in
an Officer's Certificate pursuant to Section 14.4 and Section 14.5) without any
further action by the Company (other than as contemplated below and in Section
14.4 and Section 14.5). The aggregate principal amount of the Securities due at
the Stated Maturity thereof outstanding at any time may not exceed the amount
set forth in the foregoing sentence except as provided in Section 2.7. In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall receive
and shall be fully protected in relying upon:

                  (a)      a copy of the Board Resolution in or pursuant to
which the terms and form of the Securities were established, the issuance and
sale of the Securities was authorized, this Indenture was authorized and
specified Officers were authorized to establish the form and determine the terms
of the Securities and the form of this Indenture, to execute the Securities and
this Indenture on behalf of the Company and to take any other necessary actions
relating thereto and evidence of any actions taken by authorized Officers
pursuant to that Board Resolution, certified by the Secretary, an Assistant
Secretary or the General Counsel of the Company to have been duly adopted by the
Board of Directors or taken by any authorized Officer and to be in full force
and effect as of the date of such certificate; and

                  (b)      an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee.

                  The Trustee shall act as the initial authenticating agent.
Thereafter, the Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.

                  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 of $1,000.

         Section 2.3. Registrar, Paying Agent, Conversion Agent and Bid
Solicitation Agent.

                  Pursuant to Section 6.5, the Company shall at all times
maintain in the Borough of Manhattan, New York City 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
redemption, purchase or payment ("PAYING AGENT"), an office or agency where
Securities may be presented for conversion ("CONVERSION AGENT") and an office or
agency where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served, which shall initially be an office
or agency of the Trustee. The Registrar shall keep a register of the Securities
(the "REGISTER") and of their transfer and exchange.

                  The Company may have one or more co-registrars, one or more
additional paying agents, one or more additional conversion agents and one or
more additional bid solicitation

                                       14
<PAGE>

agents. The term Paying Agent includes any additional paying agent, including
any named pursuant to Section 6.5. The term Conversion Agent includes any
additional conversion agent, including any named pursuant to Section 6.5. The
term Bid Solicitation Agent includes any additional bid solicitation agent,
including any named pursuant to Section 6.5.

                  The Company hereby initially appoints the Trustee as
Registrar, Paying Agent, Conversion Agent and Bid Solicitation Agent in
connection with the Securities. The Company shall notify the Trustee of the name
and address of any such agent if other than the Trustee. If the Company fails to
maintain a Registrar, Paying Agent, or Bid Solicitation Agent, the Trustee shall
act as such and shall be entitled to appropriate compensation therefor pursuant
to Section 9.7. The Company or any Subsidiary or an Affiliate of either of them
may act as Paying Agent, Registrar, Conversion Agent or co-registrar and, if the
Company fails to maintain a Conversion Agent, the Company shall act as such. The
Company may change the Bid Solicitation Agent at its discretion, but the Bid
Solicitation Agent may not be the Company or an Affiliate of the Company.

         Section 2.4. Paying Agent to Hold Cash and Securities in Trust.

                  Except as otherwise provided herein, prior to 10:00 a.m., New
York City time, on each due date of payments in respect of any Security, the
Company shall deposit with the Paying Agent, cash (in immediately available
funds if deposited on the due date) 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 cash 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. 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 a Paying Agent to pay all cash held by
it to the Trustee, and to account for any funds disbursed by it, and the Trustee
may at any time during the continuance of any such default, upon the written
request to the Paying Agent, require such Paying Agent to forthwith pay to the
Trustee all cash so held in trust. Upon doing so, the Paying Agent shall have no
further liability for the cash.

         Section 2.5. 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 on or before each semiannual interest
payment date and at such other times as the Trustee may request in writing a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of Holders.

         Section 2.6. Transfer and Exchange.

                  (a)      Subject to compliance with any applicable additional
requirements contained in Section 2.12, when a Security is presented to the
Registrar with a request to register a transfer thereof or to exchange such
Security for an equal principal amount of Securities of

                                       15
<PAGE>

other authorized denominations, the Registrar shall register the transfer or
make the exchange as requested; provided, however, that every Security presented
or surrendered for registration of transfer or exchange shall be duly endorsed
or accompanied by an assignment form in the form included in Exhibit A attached
hereto duly executed by the Holder thereof or its attorney duly authorized in
writing. To permit registration of transfers and exchanges, upon surrender of
any Security for registration of transfer or exchange at an office or agency
maintained for such purpose pursuant to Section 2.3, the Company shall execute,
and the Trustee shall authenticate Securities of a like aggregate principal
amount at the Registrar's request. Any transfer or exchange shall be without
charge, except that the Company or the Registrar may require payment of a sum
sufficient to pay all taxes, assessments or other governmental charges that may
be imposed in connection with the transfer or exchange of the Securities from
the Holder requesting such transfer or exchange.

                  Neither the Company, the Registrar nor the Trustee shall be
required to exchange or register a transfer of (i) any Securities selected for
redemption (except, in the case of Securities to be redeemed in part, the
portion thereof not to be redeemed), (ii) any Securities in respect of which a
Purchase Notice or a Fundamental Change Purchase Notice has been given and not
withdrawn by the Holder thereof in accordance with the terms of this Indenture
(except, in the case of Securities to be purchased in part, the portion thereof
not to be purchased) or (iii) any Securities for a period of 15 days before the
mailing of a notice of redemption of Securities to be redeemed.

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

                  (b)      Any Registrar appointed pursuant to Section 2.3 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.

                  (c)      Each Holder of a Security agrees to indemnify the
Company, the Registrar and the Trustee against any liability that may result
from the transfer, exchange or assignment of such Holder's Security in violation
of any provision of this Indenture and/or applicable United States federal or
state securities law.

         Section 2.7. Replacement Securities.

                  If (a) any mutilated Security is surrendered to the Company,
the Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Security, and there is delivered to the Company, the Registrar 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, the Registrar or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in exchange for any such mutilated Security or in lieu
of any such destroyed, lost or stolen Security, a new Security of like tenor and
principal amount, bearing a certificate number not contemporaneously
outstanding.

                                       16
<PAGE>

                  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 redeemed by
the Company pursuant to Article III or purchased by the Company pursuant to
Article IV or Article V, the Company in its discretion may, instead of issuing a
new Security, pay, redeem or purchase such Security, as the case may be.

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

                  Every new Security issued pursuant to this Section 2.7 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 2.7 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 2.8. Outstanding Securities; Determinations of Holders' Action.

                  Securities outstanding at any time are all the Securities
authenticated by the Trustee, except for:

                  (a)      those cancelled by it,

                  (b)      those paid, redeemed or purchased pursuant to Section
                           2.7,

                  (c)      those delivered to it for cancellation, and

                  (d)      those described in this Section 2.8 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, waiver, or other act 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, waiver or other
act, only Securities which a Responsible Officer of the Trustee actually knows
to be so owned shall be so disregarded. Subject to the foregoing, only
Securities outstanding at the time of such determination shall be considered in
any such determination.

                                       17
<PAGE>

                  If a Security is replaced pursuant to Section 2.7, the
replaced Security ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Security is held by a bona fide purchaser
unaware that such Security has been replaced.

                  If the Paying Agent holds, in accordance with the terms of
this Indenture, prior to 10:00 a.m., New York City time, on a Redemption Date, a
Purchase Date, a Fundamental Change Purchase Date or Stated Maturity, as the
case may be, cash sufficient to pay Securities payable on that date, then on
such Redemption Date, Purchase Date, Fundamental Change Purchase 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.

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

         Section 2.9. Temporary Securities.

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

                  If temporary Securities are issued, the Company shall 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 2.3, 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 IV or Article V, conversion, redemption or
registration of transfer or exchange shall, if surrendered to any person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the 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 XIII. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section 2.10, except as expressly permitted by
this Indenture. All cancelled

                                       18
<PAGE>

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 principal of, Redemption
Price, Purchase Price or Fundamental Change Purchase Price, and interest on, the
Security, for the purpose of receiving Applicable Stock upon 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. Additional Transfer and Exchange Requirements.

                  (a)      Transfer and Exchange of Global Securities.

                           (i)      Certificated Securities shall be issued in
         exchange for interests in the Global Securities only if (x) the
         Depositary notifies the Company that it is unwilling or unable to
         continue as Depositary for the Global Securities or if it at any time
         ceases to be a "clearing agency" registered under the Exchange Act, if
         so required by applicable law or regulation and a successor Depositary
         is not appointed by the Company within 90 days, or (y) an Event of
         Default has occurred and is continuing and the Registrar has received a
         request from the Depositary requesting such exchange. In either case,
         the Company shall execute, and the Trustee shall, upon receipt of a
         Company Order (which the Company agrees to deliver promptly),
         authenticate and deliver Certificated Securities in an aggregate
         principal amount equal to the principal amount of such Global
         Securities in exchange therefor. Certificated Securities issued in
         exchange for beneficial interests in Global Securities shall be
         registered in such names and shall be in such authorized denominations
         as the Depositary, pursuant to instructions from its Agent Members,
         shall instruct the Trustee. The Trustee shall deliver or cause to be
         delivered such Certificated Securities to the Persons in whose name
         such Securities are so registered. Such exchange shall be effected in
         accordance with the Applicable Procedures.

                           (ii)     Notwithstanding any other provisions of this
         Indenture other than the provisions set forth in Section 2.12(a)(i), a
         Global Security may not be transferred except as a whole by the
         Depositary to a nominee of the Depositary or by a nominee of the
         Depositary to the Depositary or another nominee of the Depositary or by
         the Depositary or any such nominee to a successor Depositary or a
         nominee of such successor Depositary.

                  (b)      Transfer and Exchange of Certificated Securities. In
the event that Certificated Securities are issued in exchange for beneficial
interests in Global Securities in accordance with Section 2.12(a)(i), and, on or
after such event, Certificated Securities are presented by a Holder to the
Registrar with a request:

                                       19
<PAGE>

                  (x)      to register the transfer of the Certificated
         Securities to a person who shall take delivery thereof in the form of
         Certificated Securities only; or

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

such Registrar shall register the transfer or make the exchange as requested,
provided that the Certificated Securities presented or surrendered for register
of transfer or exchange have been duly endorsed or accompanied by a written
instrument of transfer in accordance with the proviso to the first paragraph of
Section 2.6.

                  (c)      Transfers of Certificated Securities for Beneficial
Interest in Global Securities. In the event that Certificated Securities are
issued in exchange for beneficial interests in Global Securities and,
thereafter, the events or conditions specified in Section 2.12(a)(i) which
required such exchange shall cease to exist, the Company shall mail notice to
the Trustee and to the Holders stating that Holders may exchange Certificated
Securities or interests in Global Securities by complying with the procedures
set forth in this Indenture and briefly describing such procedures and the
events or circumstances requiring that such notice be given. Thereafter, if
Certificated Securities are presented by a Holder to a Registrar with a request:

                  (x)      to register the transfer of such Certificated
         Securities to a person who shall take delivery thereof in the form of a
         beneficial interest in a Global Security, or

                  (y)      to exchange such Certificated Securities for an equal
         principal amount of beneficial interests in a Global Security, which
         beneficial interests shall be owned by the Holder transferring such
         Certificated Securities, the Registrar shall register the transfer or
         make the exchange as requested by canceling such Certificated Security
         and causing, or directing the Registrar to cause, the aggregate
         principal amount of the applicable Global Security to be increased
         accordingly and, if no such Global Security is then outstanding, the
         Company shall issue and the Trustee shall, upon receipt of a Company
         Order (which the Company agrees to deliver promptly) authenticate and
         deliver a new Global Security;

provided that the Certificated Securities presented or surrendered for
registration of transfer or exchange has been duly endorsed or accompanied by a
written instrument of transfer in accordance with the proviso to the first
paragraph of Section 2.6.

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

         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 or purchase 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 or purchase and that reliance may be

                                       20
<PAGE>

placed only on the other identification numbers printed on the Securities, and
any such redemption or purchase shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee of any
change in the CUSIP numbers.

                                  ARTICLE III

                                   REDEMPTION

         Section 3.1. The Company's Right to Redeem; Notice to Trustee.

                  Prior to February 6, 2007, the Securities shall not be
redeemable at the Company's option. On or after February 6, 2007, the Company
may on any one or more occasions, at its option, redeem the Securities for cash
in whole or in part, at the redemption prices (expressed as percentages of the
principal amount) set forth below plus accrued and unpaid interest to, but
excluding, the applicable redemption date (collectively, the "REDEMPTION
PRICE"):

<TABLE>
<CAPTION>
                 Date                             Percentage
                 ----                             ----------
<S>                                               <C>
February 6, 2007 to January 31, 2008               10__.__%
February 1, 2008 to January 31, 2009               10__.__%
February 1, 2009 to January 31, 2010               10__.__%
February 1, 2010 to January 31, 2011               10__.__%
February 1, 2011 and thereafter                    100.00%
</TABLE>

                  In the event that the Company elects to redeem the Securities
on a date that is after any Regular Record Date but on or before the
corresponding Interest Payment Date, the Company shall be required to pay
accrued and unpaid interest to the holder of the redeemed Security and not the
Holder on the corresponding Regular Record Date.

                  If the Company elects to redeem Securities, it shall notify
the Trustee in writing of the Redemption Date, the principal amount of
Securities to be redeemed and the Redemption Price. The Company shall give this
notice to the Trustee by a Company Order (if requested by the Trustee) at least
5 Business Days prior to the date that the Company (or the Trustee if requested
by Company) distributes the redemption notice to the Holders (unless a shorter
notice shall be satisfactory to the Trustee).

         Section 3.2. Selection of Securities to Be Redeemed.

                  If fewer than all of the outstanding Securities are to be
redeemed, unless the procedures of the Depositary provide otherwise, the Trustee
shall select the Securities to be redeemed by lot or on a pro rata basis or by
another method the Trustee considers fair and appropriate. The Trustee shall
make the selection within three Business Days after it receives the notice
provided for in Section 3.1 from outstanding Securities not previously called
for redemption.

                  Securities and portions of Securities that the Trustee selects
shall be in principal amounts of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to

                                       21
<PAGE>

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 the Securities to be redeemed.

                  Securities and portions of Securities that are to be redeemed
are convertible by the Holder until 5:00 p.m., New York City time, on the second
Business Day immediately preceding the Redemption Date. 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 may be) to be the portion
selected for redemption. Securities which 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 3.3. Notice of Redemption.

                  At least 20 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 of redemption shall identify the Securities to be
redeemed and shall state:

                  (a)      the Redemption Date;

                  (b)      the Redemption Price;

                  (c)      the Conversion Rate and any adjustments thereto;

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

                  (e)      that Securities called for redemption may be
converted at any time prior to 5:00 p.m., New York City time, on the second
Business Day preceding the Redemption Date;

                  (f)      that Holders who want to convert their Securities
must satisfy the requirements set forth in Article XIII;

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

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

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

                  (j)      the CUSIP number(s) of the Securities; and

                  (k)      any other information the Company wants to present.

                                       22
<PAGE>

                  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,
however, that the Company makes such request at least five Business Days (unless
a shorter period shall be satisfactory to the Trustee) prior to the date by
which such notice of redemption is to be given to Holders in accordance with
this Section 3.3; provided, further, that the text of the notice of redemption
shall be prepared by the Company.

         Section 3.4. 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, 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.

         Section 3.5. Deposit of Redemption Price.

                  Prior to 10:00 a.m., New York City time, on the applicable
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 acting as the
Paying Agent, shall segregate and hold in trust as provided in Section 2.4) an
amount of cash (in immediately available funds if deposited on the Redemption
Date) sufficient to pay the aggregate Redemption Price of all Securities or
portions thereof which are to be redeemed as of such Redemption Date other than
Securities or portions of Securities called for redemption which on or prior
thereto have been delivered by the Company to the Trustee for cancellation or
have been converted.

                  If the Paying Agent holds, in accordance with the terms
hereof, at 10:00 a.m., New York City time, on the applicable Redemption Date,
cash sufficient to pay the Redemption Price of any Securities for which notice
of redemption is given (other than Securities or portions of Securities which on
or prior to such Redemption Date have been delivered by the Company to the
Trustee for cancellation or have been converted), then, on such Redemption Date,
such Securities shall cease to be outstanding and interest on such Securities
shall cease to accrue, whether or not such Securities are delivered to the
Paying Agent, and the rights of the Holders in respect thereof shall terminate
(other than the right to receive the Redemption Price upon delivery of such
Securities).

         Section 3.6. Securities Redeemed in Part.

                  Any Certificated Security which is to be redeemed only in part
shall be surrendered at the office of the Paying Agent and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without charge, a new Security or Securities, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
the unredeemed portion of the Security surrendered.

         Section 3.7. Repayment to the Company.

                  To the extent that the aggregate amount of cash deposited by
the Company pursuant to Section 3.5 exceeds the aggregate Redemption Price of
the Securities or portions

                                       23
<PAGE>

thereof which the Company is redeeming as of the Redemption Date, then, promptly
after the Redemption Date, the Paying Agent shall return any such excess to the
Company.

         Section 3.8. No Sinking Fund.

                  The Securities shall not have a sinking fund.

                                   ARTICLE IV

                        PURCHASE AT THE OPTION OF HOLDERS
                                ON SPECIFIC DATES

         Section 4.1. Optional Put.

                  (a)      Each Holder shall have the right, at the Holder's
option, but subject to the provisions of this Section 4.1, to require the
Company to purchase, and upon the exercise of such right, the Company shall
purchase, all of such Holder's Securities not theretofore called for redemption,
or any portion thereof that is equal to $1,000 or an integral multiple thereof,
as directed by such Holder pursuant to this Section 4.1, on each of February 1,
2011, February 1, 2014 and February 1, 2019 (each a "PURCHASE DATE"). The
Company shall be required to purchase such Securities at a purchase price in
cash equal to the principal amount thereof plus any accrued and unpaid cash
interest to, but excluding, the Purchase Date (the "PURCHASE PRICE"). In the
event that a Purchase Date is a date that is after any Regular Record Date but
on or before the corresponding Interest Payment Date, the Company shall be
required to pay accrued and unpaid interest to the holder of the repurchased
Security and not the Holder on the Regular Record Date.

                  (b)      No later than 20 Business Days prior to each Purchase
Date, the Company shall mail a written notice of the purchase right by first
class mail to the Trustee (and the Paying Agent if the Trustee is not then
acting as a Paying Agent) and to each Holder at its address shown in the
Security Register of the Registrar, and to beneficial owners as required by
applicable law. The notice shall include a form of Purchase Notice to be
completed by the Holder and shall briefly state, as applicable:

                           (i)      the date by which the Purchase Notice must
         be delivered to the Paying Agent in order for a Holder to exercise the
         purchase right pursuant to this Article XIII;

                           (ii)     the Purchase Date;

                           (iii)    the Purchase Price;

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

                           (v)      the conversion rights of the Securities, if
         any, the Conversion Rate and any adjustments thereto, and that the
         Holder must satisfy the requirements set forth in the Indenture in
         order to convert the Securities;

                                       24
<PAGE>

                           (vi)     that the Securities as to which a Purchase
         Notice has been given may be converted into Common Stock if they are
         otherwise convertible pursuant to Article XIII of this Indenture only
         if the Purchase Notice has been withdrawn in accordance with the terms
         of this Indenture;

                           (vii)    that the Securities must be surrendered to
         the Paying Agent to collect payment;

                           (viii)   that the Purchase Price for any Security as
         to which a Purchase Notice has been duly given and not withdrawn shall
         be paid promptly following the later of the Purchase Date and the time
         of surrender of such Security as described in Section 4.1(b)(vii);

                           (ix)     the procedures the Holder must follow to
         exercise its rights under this Section 4.1 and a brief description of
         such rights;

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

                           (xi)     that, unless the Company defaults in making
         payment of such Purchase Price, interest on Securities surrendered for
         purchase by the Company shall cease to accrue on and after the Purchase
         Date; and

                           (xii)    the CUSIP number(s) of the Securities.

                  At the Company's request, the Trustee shall give the notice of
purchase right in the Company's name and at the Company's expense; provided,
however, that the Company makes such request at least five Business Days (unless
a shorter period shall be satisfactory to the Trustee) prior to the date by
which such notice of purchase right must be given to the Holders in accordance
with this Section 4.1(b); provided, further, that the text of the notice of
purchase right shall be prepared by the Company.

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

                  Simultaneously with delivering the written notice pursuant to
this Section 4.1(b), the Company shall publicly announce the occurrence of the
Fundamental Change, including a statement to the effect that Holders of
Securities have a repurchase right as a result thereof, and shall publish a
notice containing all information specified in the written notice provided to
Holders pursuant to this Section 4.1(b) in a newspaper of general circulation in
New York, New York, or publish such information on the Company's website, or
through such other public medium that the Company may use at such time.

                  (c)      A Holder may exercise its rights specified in clause
(a) of this Section 4.1 upon delivery of a written notice (which shall be in
substantially the form included on the reverse side of the Securities entitled
"Option of Holder to Elect Purchase" hereto and which may be delivered by
letter, overnight courier, hand delivery, facsimile transmission or in any other

                                       25
<PAGE>

written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "PURCHASE NOTICE") to the Paying
Agent at any time from the opening of business on the date that is 20 Business
Days prior to the relevant Purchase Date until the close of business on the
fifth Business Day prior to such Purchase Date.

                  The Purchase Notice delivered by a Holder shall state (i) the
relevant Purchase Date, (ii) if certificated Securities, the certificate number
or numbers of the Security or Securities which the Holder shall deliver to be
purchased (if not certificated, the notice must comply with Applicable
Procedures), (iii) the principal amount of the Security which the Holder shall
deliver to be purchased, which portion must be $1,000 or an integral multiple
thereof, and (iv) that such Security shall be purchased pursuant to the terms
and conditions specified in the Securities and this Indenture.

                  Delivery of a Security to the Paying Agent by book-entry
transfer or physical delivery prior to, on or after the applicable Purchase Date
(together with all necessary endorsements) at the offices of the Paying Agent is
a condition to receipt by the Holder of the Purchase Price therefor; provided,
however, that such Purchase Price shall be so paid pursuant to this Section 4.1
only if the Security so delivered to the Paying Agent shall conform in all
respects to the description thereof in the related Purchase Notice, as
determined by the Company.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 4.1, a portion of a Security if such portion is $1,000 or an
integral multiple of $1,000. Provisions of this Indenture that apply to the
purchase of all of a Security pursuant to Section 4.1 through Section 4.7 also
apply to the purchase of such portion of such Security.

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

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

         Section 4.2. Effect of Purchase Notice; Withdrawal of Purchase Notice.

                  (a)      Upon receipt by the Paying Agent of the Purchase
Notice specified in Section 4.1(c), the Holder of the Security in respect of
which such Purchase Notice was given shall (unless such Purchase Notice is
withdrawn as specified in the following paragraph) thereafter be entitled to
receive solely the Purchase Price with respect to such Security. Such Purchase
Price shall be paid to such Holder, subject to receipt of cash by the Paying
Agent, promptly following the later of (i) the Purchase Date with respect to
such Security (provided the conditions in Section 4.1(c) have been satisfied)
and (ii) the time of book-entry transfer or delivery of such Security to the
Paying Agent by the Holder thereof in the manner required by Section 4.1(c).
Securities in respect of which a Purchase Notice has been given by the Holder
thereof may not be converted pursuant to Article XIII on or after the date of
the delivery of such

                                       26
<PAGE>

Purchase Notice unless such Purchase Notice has first been validly withdrawn as
specified in the following paragraph.

                  (b)      A Purchase Notice may be withdrawn in whole or in
part by means of a written notice (which may be delivered by letter, overnight
courier, hand delivery, facsimile transmission or in any other written form and,
in the case of Global Securities, may be delivered electronically or by other
means in accordance with the Depositary's customary procedures) of withdrawal
delivered by the Holder to the Paying Agent at any time prior to the close of
business on the Business Day immediately preceding the Purchase Date, specifying
(a) the principal amount of the Security or portion thereof (which must be
$1,000 or an integral multiple of $1,000 in excess thereof) with respect to
which such notice of withdrawal is being submitted, (b) if certificated
Securities have been issued, the certificate numbers of the withdrawn
Securities, or if not certificated, such notice must comply with Applicable
Procedures, and (c) the principal amount of the Security, if any, which remains
subject to the Purchase Notice.

         Section 4.3. Deposit of Purchase Price.

                  Prior to 10:00 a.m., New York City time, on the applicable
Purchase Date, the Company shall deposit 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 2.4) an
amount of cash (in immediately available funds if deposited on such Business
Day) sufficient to pay the aggregate Purchase Price of all the Securities or
portions thereof which are to be purchased as of such Purchase Date.

                  If the Paying Agent holds, in accordance with the terms
hereof, at 10:00 a.m., New York City time, on the applicable Purchase Date, cash
sufficient to pay the Purchase Price of any Securities for which a Purchase
Notice has been tendered and not withdrawn pursuant to Section 4.2(b), then, on
such Purchase Date, such Securities shall cease to be outstanding and interest
on such Securities shall cease to accrue, whether or not such Securities are
delivered to the Paying Agent, and the rights of the Holders in respect thereof
shall terminate (other than the right to receive the Purchase Price upon
delivery or transfer of such Securities).

         Section 4.4. Securities Purchased in Part.

                  Any Certificated Security which is to be purchased only in
part shall be surrendered at the office of the Paying Agent (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or such Holder's attorney duly authorized in writing) and
promptly after the applicable Purchase Date the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
charge, a new Security or Securities, of any authorized denomination or
denominations as may be requested by such Holder, in aggregate principal amount
equal to, and in exchange for, the portion of the Security so surrendered that
is not purchased.

         Section 4.5. Covenant to Comply With Securities Laws Upon Purchase of
Securities.

                  When complying with the provisions of Section 4.1 hereof
(provided that such offer or purchase constitutes an "issuer tender offer" for
purposes of Rule 13e-4 (which term, as

                                       27
<PAGE>

used herein, includes any successor provision thereto) under the Exchange Act at
the time of such offer or purchase), and subject to any exemptions available
under applicable law, the Company shall if required by applicable law:

                  (a)      comply with Rule 13e-4 and Rule 14e-1 (or any
successor provision) under the Exchange Act;

                  (b)      file the related Schedule TO (or any successor
schedule, form or report) under the Exchange Act; and

                  (c)      otherwise comply with all Federal and state
securities laws so as to permit the rights and obligations under this Article IV
to be exercised in the time and in the manner specified therein.

         Section 4.6. Repayment to the Company.

                  To the extent that the aggregate amount of cash deposited by
the Company pursuant to Section 4.3 exceeds the aggregate Purchase Price of the
Securities or portions thereof which the Company is obligated to purchase as of
the applicable Purchase Date, then, promptly after such Purchase Date, the
Paying Agent shall return any such excess to the Company.

         Section 4.7. No Purchase Upon Event of Default.

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

                                   ARTICLE V

                        PURCHASE AT THE OPTION OF HOLDERS
                            UPON A FUNDAMENTAL CHANGE

         Section 5.1. Fundamental Change Put.

                  (a)      In the event that a Fundamental Change shall occur,
each Holder shall have the right, at the Holder's option, but subject to the
provisions of this Section 5.1, to require the Company to purchase, and upon the
exercise of such right, the Company shall purchase, all of such Holder's
Securities not theretofore called for redemption or purchased pursuant to
Article V, or any portion of the principal amount thereof that is equal to
$1,000 or an integral multiple thereof, as directed by such Holder pursuant to
this Section 5.1, on the date designated by the Company that is a Business Day
no later than 35 Business Days after the date of notice

                                       28
<PAGE>

pursuant to Section 5.1(b) of the occurrence of a Fundamental Change (subject to
extension to comply with applicable law) (the "FUNDAMENTAL CHANGE PURCHASE
DATE"). The Company shall be required to purchase such Securities at a purchase
price in cash equal to 100% of the principal amount thereof plus any accrued and
unpaid interest to, but excluding, the Fundamental Change Purchase Date (the
"FUNDAMENTAL CHANGE PURCHASE PRICE"). In the event that a Fundamental Change
Purchase Date is a date that is after any Regular Record Date but on or before
the corresponding Interest Payment Date, the Company shall be required to pay
accrued and unpaid interest to the holder of the purchased Security and not the
Holder on the Regular Record Date.

                  (b)      No later than 20 calendar days after the occurrence
of a Fundamental Change, the Company shall mail a written notice of the
Fundamental Change by first class mail to the Trustee (and the Paying Agent if
the Trustee is not then acting as Paying Agent) and to each Holder at its
address shown in the Security Register of the Registrar, and to beneficial
owners as required by applicable law. The notice shall include a form of
Fundamental Change Purchase Notice to be completed by the Holder and shall
briefly state, as applicable:

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

                           (ii)     the date by which the Fundamental Change
         Purchase Notice must be delivered to the Paying Agent in order for a
         Holder to exercise the purchase right pursuant to this Section 5.1;

                           (iii)    the Fundamental Change Purchase Date;

                           (iv)     the Fundamental Change Purchase Price;

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

                           (vi)     the conversion rights of the Securities, if
         any, the Conversion Rate and any adjustments thereto, and that the
         Holder must satisfy the requirements set forth in the Indenture in
         order to convert the Securities;

                           (vii)    that the Securities as to which a
         Fundamental Change Purchase Notice has been given may be converted into
         Common Stock if they are otherwise convertible pursuant to Article XIII
         of this Indenture only if the Fundamental Change Purchase Notice has
         been withdrawn in accordance with the terms of this Indenture;

                           (viii)   that the Securities must be surrendered to
         the Paying Agent to collect payment;

                           (ix)     that the Fundamental Change Purchase Price
         for any Security as to which a Fundamental Change Purchase Notice has
         been duly given and not withdrawn shall be paid promptly following the
         later of the Fundamental Change Purchase Date and the time of surrender
         of such Security as described in Section 5.1(b)(viii);

                           (x)      the procedures the Holder must follow to
         exercise rights under this Section 5.1 and a brief description of such
         rights;

                                       29
<PAGE>

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

                           (xii)    that, unless the Company defaults in making
         payment of such Fundamental Change Purchase Price, interest on
         Securities surrendered for purchase by the Company shall cease to
         accrue on and after the Fundamental Change Purchase Date; and

                           (xiii)   the CUSIP number(s) of the Securities.

                  At the Company's request, the Trustee shall give the notice of
purchase right in the Company's name and at the Company's expense; provided,
however, that the Company makes such request at least five Business Days (unless
a shorter period shall be satisfactory to the Trustee) prior to the date by
which such notice of purchase right must be given to the Holders in accordance
with this Section 5.1(b); provided, further, that the text of the notice of
purchase right shall be prepared by the Company.

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

                  Simultaneously with delivering the written notice pursuant to
this Section 5.1(b), the Company shall publish a notice containing all
information specified in such written notice in a newspaper of general
circulation in New York, New York or publish such information on the Company's
website, or through such other public medium as the Company may use at that
time.

                  (c)      A Holder may exercise its rights specified in clause
(a) of this Section 5.1 upon delivery of a written notice (which shall be in
substantially the form included on the reverse side of the Securities entitled
"Option of Holder to Elect Purchase" hereto and which may be delivered by
letter, overnight courier, hand delivery, facsimile transmission or in any other
written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE PURCHASE
NOTICE") to the Paying Agent at any time on or before the 30th Business Day
after the date of the Company's notice of the Fundamental Change (subject to
extension to comply with applicable law).

                  The Fundamental Change Purchase Notice delivered by a Holder
shall state (i) if certificated Securities, the certificate number or numbers of
the Security or Securities which the Holder shall deliver to be purchased (if
not certificated, the notice must comply with Applicable Procedures), (ii) the
portion of the Security which the Holder shall deliver to be purchased, which
portion must be $1,000 or an integral multiple thereof, and (iii) that such
Security shall be purchased pursuant to the terms and conditions specified in
the Securities and this Indenture.

                  Delivery of a Security to the Paying Agent by book-entry
transfer or physical delivery prior to, on or after the Fundamental Change
Purchase Date (together with all necessary endorsements) at the offices of the
Paying Agent is a condition to receipt by the Holder of the Fundamental Change
Purchase Price therefor; provided, however, that such Fundamental Change
Purchase Price shall be so paid pursuant to this Section 5.1 only if the
Security so delivered to

                                       30
<PAGE>

the Paying Agent shall conform in all respects to the description thereof in the
related Fundamental Change Purchase Notice, as determined by the Company.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 5.1, a portion of a Security if the principal amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture
that apply to the purchase of all of a Security pursuant to Section 5.1 through
Section 5.6 also apply to the purchase of such portion of such Security.

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

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

         Section 5.2. Effect of Fundamental Change Purchase Notice; Withdrawal.

                  (a)      Upon receipt by the Paying Agent of the Fundamental
Change Purchase Notice specified in Section 5.1(c), the Holder of the Security
in respect of which such Fundamental Change Purchase Notice was given shall
(unless such Fundamental Change Purchase Notice is withdrawn as specified in the
following paragraph) thereafter be entitled to receive the Fundamental Change
Purchase Price with respect to such Security. Such Fundamental Change Purchase
Price shall be paid to such Holder, subject to receipt of cash by the Paying
Agent, promptly following the later of (i) the Fundamental Change Purchase Date
with respect to such Security (provided the conditions in Section 5.1(c) have
been satisfied) and (ii) the time of book-entry transfer or delivery of such
Security to the Paying Agent by the Holder thereof in the manner required by
Section 5.1(c). Securities in respect of which a Fundamental Change Purchase
Notice has been given by the Holder thereof may not be converted pursuant to
Article XIII on or after the date of the delivery of such Fundamental Change
Purchase Notice unless such Fundamental Change Purchase Notice has first been
validly withdrawn as specified in the following paragraph.

                  (b)      A Fundamental Change Purchase Notice may be withdrawn
by means of a written notice (which may be delivered by letter, overnight
courier, hand delivery, facsimile transmission or in any other written form and,
in the case of Global Securities, may be delivered electronically or by other
means in accordance with Applicable Procedures) of withdrawal delivered by the
Holder to the Paying Agent at any time prior to the close of business on the
Business Day immediately preceding the Fundamental Change Purchase Date,
specifying (i) the principal amount of the Security or portion thereof (which
must be $1,000 or an integral multiple of $1,000 in excess thereof) with respect
to which such notice of withdrawal is being submitted, (ii) if certificated
Securities have been issued, the certificate numbers of the withdrawn
Securities, or if not certificated, such notice must comply with Applicable
Procedures, and (iii) the principal amount, if any, which remains subject to the
Fundamental Change Purchase Notice.

                                       31
<PAGE>

         Section 5.3.  Deposit of Fundamental Change Purchase Price.

                  Prior to 10:00 a.m., New York City time, on the applicable
Fundamental Change Purchase Date, the Company shall deposit 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 2.4) an amount of cash (in immediately available funds if deposited on
such Business Day) sufficient to pay the aggregate Fundamental Change Purchase
Price of all the Securities or portions thereof which are to be purchased as of
such Fundamental Change Purchase Date.

                  If the Paying Agent holds, in accordance with the terms
hereof, at 10:00 a.m., New York City time, on the applicable Fundamental Change
Purchase Date, cash sufficient to pay the Fundamental Change Purchase Price of
any Securities for which a Fundamental Change Purchase Notice has been tendered
and not withdrawn pursuant to Section 5.2(b), then, on such Fundamental Change
Purchase Date, such Securities shall cease to be outstanding and interest on
such Securities shall cease to accrue, whether or not book-entry transfer of the
Securities is made and whether or not such Securities are delivered to the
Paying Agent, and the rights of the Holders in respect thereof shall terminate
(other than the right to receive the Fundamental Change Purchase Price and upon
delivery of such Securities).

         Section 5.4.  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 promptly after
the Fundamental Change Purchase Date the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security, without charge, a
new Security or Securities, of any authorized denomination or denominations as
may be requested by such Holder, in aggregate principal amount equal to, and in
exchange for, the portion of principal amount of the Security so surrendered
that is not purchased.

         Section 5.5.  Covenant to Comply With Securities Laws Upon Purchase of
                       Securities.

                  When complying with the provisions of Section 5.1 hereof
(provided that such offer or purchase constitutes an "issuer tender offer" for
purposes of Rule 13e-4 (which term, as used herein, includes any successor
provision thereto) under the Exchange Act at the time of such offer or
purchase), and subject to any exemptions available under applicable law, the
Company shall if required by applicable law:

                  (a)      comply with Rule 13e-4 and Rule 14e-1 (or any
successor provision) under the Exchange Act;

                  (b)      file the related Schedule TO (or any successor
schedule, form or report) under the Exchange Act; and

                                       32

<PAGE>

                  (c)      otherwise comply with all Federal and state
securities laws so as to permit the rights and obligations under this Article V
to be exercised in the time and in the manner specified therein.

         Section 5.6. Repayment to the Company.

                  To the extent that the aggregate amount of cash deposited by
the Company pursuant to Section 5.3 exceeds the aggregate Fundamental Change
Purchase Price of the Securities or portions thereof which the Company is
obligated to purchase as of the Fundamental Change Purchase Date then, promptly
after the Fundamental Change Purchase Date, the Paying Agent shall return any
such excess to the Company.

         Section 5.7.  Consolidation, Merger, etc.

                  In the case of any consolidation, conveyance, sale, transfer
or lease of all or substantially all of the assets of the Company to which
Section 13.4 applies, in which the Common Stock of the Company is changed or
exchanged as a result into the right to receive shares of stock and other
securities or property or assets (including cash) which includes shares of
Common Stock of the Company or common stock of another Person that are, or upon
issuance will be, traded on a United States national securities exchange or
approved for trading on an established automated over-the-counter trading market
in the United States and such shares constitute at the time such change or
exchange becomes effective in excess of 50% of the aggregate fair market value
of such shares of stock and other securities, property and assets (including
cash) (as determined by the Company, which determination shall be conclusive and
binding), then the Person formed by such consolidation or resulting from such
merger or combination or which acquires the properties or assets (including
cash) of the Company, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture (which shall comply with the Trust Indenture
Act as in force at the date of execution of such supplemental indenture)
modifying the provisions of this Indenture relating to the right of Holders to
cause the Company to repurchase the Securities following a Fundamental Change,
including without limitation the applicable provisions of this Article V and the
definitions of the Common Stock and Fundamental Change, as appropriate, and such
other related definitions set forth herein as determined in good faith by the
Company (which determination shall be conclusive and binding), to make such
provisions apply in the event of a subsequent Fundamental Change to the common
stock and the issuer thereof if different from the Company and Common Stock of
the Company (in lieu of the Company and the Common Stock of the Company).

                                   ARTICLE VI

                                    COVENANTS

         Section 6.1.  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. The principal amount, Redemption Price, Purchase Price and
Fundamental Change Purchase Price and accrued and unpaid interest shall be
considered paid on the applicable date due if by 10:00

                                       33

<PAGE>

a.m., New York City time, on such date the Paying Agent holds, in accordance
with this Indenture, cash or securities, if permitted hereunder, sufficient to
pay all such amounts then due. The Company shall, to the fullest extent
permitted by law, pay interest on overdue principal (whether at stated maturity
or otherwise) and overdue installments of interest at the rate borne by the
Securities per annum.

                  Payment of the principal of and interest on the Securities
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts or in
Applicable Stock, as the case may be.

                  Subject to Section 3.1, Section 4.1 and Section 5.1, the
Company shall pay interest on the Securities to the Person in whose name the
Securities are registered at the close of business on the Regular Record Date
next preceding the corresponding Interest Payment Date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may be paid (a) to the Person in whose
name the Securities are registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the Trustee,
notice whereof shall be given to the Holders not less than 10 calendar days
prior to such Special Record Date or (b) at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange or quotation
system on which the Securities may be listed or quoted, and upon such notice as
may be required by such exchange or trading market.

                  The Holder must surrender the Securities to the Paying Agent
to collect payment of principal. Payment of interest on Certificated Securities
shall be made by check mailed to the address of the Person entitled thereto as
such address appears in the Register, and payment of interest on Certificated
Securities in aggregate principal amount in excess of $5,000,000 shall be made
by wire transfer in immediately available funds at the election of such Holder.
Notwithstanding the foregoing, so long as the Securities are registered in the
name of a Depositary or its nominee, all payments with respect to the Securities
shall be made by wire transfer of immediately available funds to the account of
the Depositary or its nominee.

         Section 6.2.  SEC and Other Reports to the Trustee.

                  (a)      The Company shall ensure delivery to the Trustee
within 15 calendar 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 accordance with TIA Section 314(a).
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 at the times the Company would have been required to provide
reports had it continued to have been subject to such reporting requirements.
The Company also shall comply with the other provisions of TIA Section 314(a).
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

                                       34

<PAGE>

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 conclusively on Officer's
Certificates). The Trustee shall have no duty or responsibility to review such
reports, information or documents.

                  (b)      The Company intends to file the reports referred to
in paragraph (a) above in this Section 6.2 hereof with the SEC in electronic
form pursuant to Regulation S-T of the SEC using the SEC's Electronic Data
Gathering, Analysis and Retrieval ("EDGAR") system. The Company shall notify the
Trustee in the manner prescribed herein of each such filing. The Trustee is
hereby authorized and directed to access the EDGAR system for purposes of
retrieving the reports so filed. Compliance with the foregoing shall constitute
delivery by the Company of such reports to the Trustee in compliance with the
provisions of TIA Section 314(a). The Trustee shall have no duty to search for
or obtain any electronic or other filings that the Company makes with the SEC,
regardless of whether such filings are periodic, supplemental or otherwise.
Delivery of the reports, information and documents to the Trustee pursuant to
this Section 6.2(b) shall be solely for the purposes of compliance with this
Section 6.2(b) and with TIA Section 314(a). The Trustee's receipt of such
reports, information and documents shall not constitute notice to it of the
consent thereof or of any matter determinable from the content thereof,
including the Company's compliance with any of its covenants hereunder, as to
which the Trustee is entitled to rely upon Officer's Certificates.

         Section 6.3.  Compliance Certificate.

                  The Company shall deliver to the Trustee within 120 calendar
days after the end of each fiscal year of the Company (beginning with the fiscal
year ending January 2, 2005) an Officer's Certificate, stating whether or not to
the 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 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 6.4.  Further Instruments and Acts.

                  Upon request of the Trustee, or as otherwise necessary, the
Company shall 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 6.5.  Maintenance of Office or Agency of the Trustee,
                       Registrar, Paying Agent and Conversion Agent.

                  The Company shall maintain in the Borough of Manhattan, New
York, 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,
redemption, purchase or conversion and where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served. The
office of U.S. Bank Trust National Association, an Affiliate of the Trustee with
an office at 100 Wall Street, Suite 1600, EX-NY-WALL, New York, New York 10005
(Attention: Corporate Trust Services), shall initially be such office or agency
for all of the aforesaid purposes. The

                                       35

<PAGE>

Company shall give prompt written notice to the Trustee of the location, and of
any change in the location, of any such office or agency (other than a change in
the location of the office of the Trustee). If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee set forth in Section
14.2.

                  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, New York, New York, for such purposes.

         Section 6.6.  Waiver of Stay, Extension or Usury Laws.

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

         Section 6.7.  Statement by Officers as to Default.

                  The Company shall deliver to the Trustee, promptly and in any
event within five days after an officer or corporate controller of the Company
knows or has reason to know of the occurrence of any Default or Event of
Default, an Officer's Certificate setting forth the details of such Default or
Event of Default and the action which the Company proposes to take with respect
thereto.

                                   ARTICLE VII

                              SUCCESSOR CORPORATION

         Section 7.1.  When Company May Merge or Transfer Assets.

                  The Company shall not consolidate with or merge with or into
any other person or convey, transfer, sell, lease or otherwise dispose of all or
substantially all of its properties and assets to any person, unless:

                  (a)      either (i) the Company shall be the continuing
corporation or (ii) 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, sale, lease or other disposition all or substantially
all of the properties and assets of the Company substantially as an entirety
shall

                                       36

<PAGE>

be organized and validly existing under the laws of the United States or any
State thereof or the District of Columbia;

                  (b)      such Person (if other than the Company) assumes all
of the Company's obligations under the Securities and this Indenture under a
supplemental indenture in a form reasonably satisfactory to the Trustee;

                  (c)      immediately after giving effect to such transaction,
no Default shall have occurred and be continuing, unless such transaction is
solely between the Company and a Wholly Owned Subsidiary; and

                  (d)      if a supplemental indenture is to be executed in
connection with such consolidation, merger, conveyance, transfer, sale, lease or
disposition, the Company shall deliver to the Trustee an Officer's Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer, sale, lease or other disposition complies with this
Article VII and that all conditions precedent herein provided for relating to
such transaction have been satisfied.

                  The successor Person formed by such consolidation or into
which the Company is merged or the successor Person to which such conveyance,
transfer, sale, lease or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor had been named as the
Company herein; and thereafter, except in the case of a lease, the predecessor
Person shall be discharged from all obligations and covenants under this
Indenture and the Securities. Subject to Section 11.6, the predecessor Person,
the Trustee and the successor Person shall enter into a supplemental indenture
to evidence the succession and substitution of such successor Person and, if
applicable, the discharge and release of such predecessor Person.

                                  ARTICLE VIII

                              DEFAULTS AND REMEDIES

         Section 8.1. Events of Default.

                  So long as any Securities are outstanding, each of the
following shall be an "EVENT OF DEFAULT":

                  (a)      the Company defaults in the payment of the principal
amount of any Security when the same becomes due and payable as therein provided
or as provided in this Indenture, whether at Stated Maturity or by declaration
of acceleration, whether or not such payment is prohibited by the subordination
provisions set forth in Article XII;

                  (b)      the Company defaults in the payment of any accrued
and unpaid interest on any Security when due and payable, and such default shall
continue for a period of 30 days, whether or not such payment is prohibited by
the subordination provisions set forth in Article XII;

                                       37

<PAGE>

                  (c)      the Company fails to convert (to the extent such
Security is convertible pursuant to Article XIII) any portion of the principal
amount of any Security following the exercise by the Holder of the right to
convert such Security into Common Stock pursuant to and in accordance with
Article XIII;

                  (d)      the Company defaults in its obligation to redeem any
Security, or any portion thereof, called for redemption by the Company pursuant
to and in accordance with Article III, whether or not such payment is prohibited
by the subordination provisions set forth in Article XII;

                  (e)      the Company defaults in its obligation to purchase
any Security, or any portion thereof, upon the exercise by the Holder of such
Holder's right to require the Company to purchase such Securities pursuant to
and in accordance with Article IV or Article V, whether or not such payment is
prohibited by the subordination provisions set forth in Article XII;

                  (f)      the Company defaults in its obligation to provide
notice in the event of a Fundamental Change in accordance with Section 5.1(b);

                  (g)      failure on the part of the Company to perform or
observe any other term, covenant or agreement of the Company under the
Securities or this Indenture (other than a default in the performance or breach
of a covenant or agreement which is specifically dealt with in clause (a), (b),
(c), (d), (e), or (f) of this Section 8.1) and such default or breach shall
continue for a period of 30 days after written notice has been given, by
certified mail, (i) to the Company by the Trustee or (ii) to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of the
Securities then outstanding;

                  (h)      any Indebtedness for borrowed money of the Company or
any Designated Subsidiary (all or substantially all of the voting securities of
which are owned, directly or indirectly, by the Company) in an outstanding
amount of principal, interest and premium in excess of $10,000,000 is not paid
at the stated maturity thereof or upon acceleration, and such Indebtedness is
not discharged or such default in payment or acceleration is not cured,
rescinded or annulled within a period of 30 days after notice has been given, by
certified mail, (i) to the Company by the Trustee or (ii) to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of the
Securities then outstanding;

                  (i)      the Company or any Designated Subsidiary, or any
group of two or more Subsidiaries that, taken as a whole, would constitute a
Designated Subsidiary, 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 any order for relief against
         it in an involuntary case or proceeding or the commencement of any case
         against it;

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

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

                                       38

<PAGE>

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

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

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

                  (i)      is for relief against the Company or any Designated
         Subsidiary, or any group of two or more Subsidiaries that, taken as
         whole, would constitute a Designated Subsidiary, in an involuntary case
         or proceeding, or adjudicates the Company or any Designated Subsidiary,
         or any group of two or more Subsidiaries that, taken as whole, would
         constitute a Designated Subsidiary, insolvent or bankrupt;

                  (ii)     appoints a Custodian of the Company or any Designated
         Subsidiary, or any group of two or more Subsidiaries that, taken as
         whole, would constitute a Designated Subsidiary, or for any substantial
         part of its property; or

                  (iii)    orders the winding up or liquidation of the Company
         or any Designated Subsidiary, or any group of two or more Subsidiaries
         that, taken as whole, would constitute a Designated Subsidiary,

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

         Section 8.2.  Acceleration.

                  If an Event of Default (other than an Event of Default
specified in Section 8.1(i) or Section 8.1(j) with respect to the Company)
occurs and is continuing (including an Event of Default specified in Section
8.1(i) or Section 8.1(j) with respect to one or more Designated Subsidiaries),
the Trustee by notice to the Company, or the Holders of at least 25% in
aggregate principal amount of the Securities at the time outstanding by notice
to the Company and the Trustee, may declare the principal amount plus accrued
and unpaid interest on all the Securities to be immediately due and payable.
Upon such a declaration, such accelerated amount shall be due and payable
immediately.

                  If an Event of Default specified in Section 8.1(i) or Section
8.1(j) occurs with respect to the Company and is continuing (excluding an Event
of Default specified in Section 8.1(i) or Section 8.1(j) with respect to one or
more Designated Subsidiaries), the principal amount plus accrued and unpaid
interest on all the Securities shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holders.

                  The Holders of a majority in aggregate principal amount of the
Securities at the time outstanding, by notice to the Trustee (and without notice
to any other Holder) may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction and if all existing Events of Default have been cured or
waived except nonpayment of the principal amount plus accrued and unpaid
interest that has become due solely as a result of acceleration and if all
amounts due to the Trustee under Section

                                       39

<PAGE>

9.7 have been paid. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

         Section 8.3.  Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may, but shall not be obligated to, pursue any available remedy to collect the
payment of the principal amount plus accrued and unpaid interest on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.

                  The Trustee may maintain a proceeding even if 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 Holder 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.

         Section 8.4.  Waiver of Past Defaults.

                  Subject to Section 8.7 and Section 11.2, the Holders of not
less than a majority in aggregate principal amount of the Securities at the time
outstanding, by notice to the Trustee (and without notice to any other Holder),
may waive an existing Default and its consequences except:

                  (a)      an Event of Default described in Section 8.1(a),
Section 8.1(b), Section 8.1(d) or Section 8.1(e);

                  (b)      a Default which constitutes a failure to convert any
Security in accordance with the terms of Article XIII; or

                  (c)      a Default in respect of any provision of this
Indenture or the Securities, which, under Section 11.2, cannot be amended or
modified without the consent of each Holder affected thereby.

                  When a Default is waived, it is deemed cured, but no such
waiver shall extend to any subsequent or other Default or impair any consequent
right. This Section 8.4 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 8.5.  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 prejudicial to the rights of other
Holders or would involve the Trustee in personal liability unless the Trustee is
provided indemnity satisfactory to

                                       40

<PAGE>

it. This Section 8.5 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 8.6.  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 provide 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 Holder may not use this Indenture to prejudice the rights of
any other Holder or to obtain a preference or priority over any other Holder.

         Section 8.7.  Rights of Holders to Receive Payment or to Convert.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of the principal amount, Redemption
Price, Purchase Price, Fundamental Change Purchase Price or interest in respect
of the Securities held by such Holder, on or after the respective due dates
expressed in the Securities and in this Indenture, and to convert such
Securities in accordance with Article XIII, or to bring suit for the enforcement
of any such payment on or after such respective dates or the right to convert,
is absolute and unconditional and shall not be impaired or affected adversely
without the consent of such Holder.

         Section 8.8.  Collection Suit by Trustee.

                  If an Event of Default described in Section 8.1(a), Section
8.1(b), Section 8.1(d) or Section 8.1(e) occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company or another obligor on the Securities for the whole amount owing with
respect to the Securities and the amounts provided for in Section 9.7.

         Section 8.9.  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

                                       41

<PAGE>

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 the principal amount, Redemption Price, Purchase Price, Fundamental
Change Purchase Price or interest 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 the whole amount of the
principal amount, Redemption Price, Purchase Price, Fundamental Change Purchase
Price or interest and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel or any other amounts due the Trustee under
Section 9.7) 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 9.7.

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

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

                  FIRST: to the Trustee for amounts due under Section 9.7;

                  SECOND: to Holders for amounts due and unpaid on the
         Securities for the principal amount, Redemption Price, Purchase Price,
         Fundamental Change Purchase Price or interest ratably, without
         preference or priority of any kind, according to such amounts due and
         payable on the Securities; and

                  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 8.10. At least 10 calendar days
prior to such record date, the Trustee shall mail to each Holder and the Company
a notice that states the record date, the payment date and the amount to be
paid.

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<PAGE>

         Section 8.11. Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant (other than the Trustee) in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 8.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 8.7 or a suit
by Holders of more than 10% in aggregate principal amount of the Securities at
the time outstanding. This Section 8.11 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.

                                   ARTICLE IX

                                     TRUSTEE

         Section 9.1.  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 of
those rights and powers 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

                          (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 the case of any such certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall 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 9.1(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 grossly negligent action, its own grossly negligent failure to act or
its own willful misconduct, except that:

                           (i)      this clause (c) does not limit the effect of
         clause (b) of this Section 9.1;

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<PAGE>

                           (ii)     the Trustee shall not be liable for any
         error of judgment made in good faith unless it is proved that the
         Trustee was grossly 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 8.5.

         Subparagraphs (c)(i), (ii) and (iii) shall be in lieu of Sections
         315(d)(1), 315(d)(2) and 315(d)(3) of the TIA, respectively, 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 paragraphs (a), (b), (c) and (e) of this
Section 9.1.

                  (e)      The Trustee may refuse to perform any duty or
exercise any right or power or extend 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 9.2.  Rights of Trustee.

                  Subject to its duties and responsibilities under the TIA,

                  (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 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, in the absence of bad faith on
its part, conclusively rely upon an Officer's Certificate;

                  (c)      the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney 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 believes to be
authorized or within its rights or powers conferred under this Indenture;

                                       44

<PAGE>

                  (e)      the Trustee may consult with counsel selected by it
and any advice or Opinion of 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 reliance on such advice or Opinion of 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 provided 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 Request or Company Order if
requested by the Trustee and any resolution of the Board of Directors may 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 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;

                  (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; and

                  (j)      the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other person
employed to act hereunder.

         Section 9.3.  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, Bid Solicitation Agent or
co-registrar may do the same with like rights. However, the Trustee must comply
with Section 9.10 and Section 9.11.

         Section 9.4.  Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities, it shall not be accountable for
the Company's use or application of

                                       45

<PAGE>

the proceeds from the Securities, it 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, this 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 9.5.  Notice of Defaults.

                  If a Default occurs and if it is known to the Responsible
Officer of the Trustee, the Trustee shall give to each Holder notice of the
Default within 90 days after it 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 Section 8.1(a), Section 8.1(b), Section 8.1(d) or
Section 8.1(e), the Trustee may withhold the notice if and so long as the
Responsible Officer in good faith determines that withholding the notice is in
the interest of the Holders. The preceding sentence 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 9.6.  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 Holder a
brief report dated as of such May 15 that complies with TIA Section 313(a), if
required by such Section 313(a). 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 9.7.  Compensation and Indemnity.

                  The Company agrees to:

                  (a)      pay to the Trustee from time to time 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)      reimburse the Trustee upon its request for all
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the 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 own gross
negligence or willful misconduct; and

                  (c)      fully indemnify the Trustee or any predecessor
Trustee and their agents for, and to hold them harmless against, any and all
loss, damage, claim, liability, cost or expense (including attorney's fees and
expenses, and taxes (other than taxes based upon, measured by or determined by
the income of the Trustee)) incurred without negligence or willful misconduct on

                                       46

<PAGE>

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, or in connection with enforcing the provisions of this Section
9.7.

                  With regard to its indemnification rights under Section 9.7(c)
where the Company has assumed the defense in any action or proceeding, the
Trustee shall have the right to employ separate counsel in any such action or
proceeding and participate in the investigation and defense thereof, and the
Company shall pay the reasonable fees and expenses of such separate counsel;
provided, however, that the Trustee may only employ separate counsel at the
expense of the Company if in the judgment of the Trustee (i) a conflict of
interest exists by reason of common representation or (ii) there are legal
defenses available to the Trustee that are different from or are in addition to
those available to the Company or if all parties commonly represented do not
agree as to the action (or inaction) of counsel.

                  To secure the Company's payment obligations in this Section
9.7, at such time as no Senior Secured Notes due 2007 of the Company remain
outstanding and the Senior Indenture has been satisfied and discharged as
provided for therein, the Company agrees to amend this Indenture pursuant to a
supplemental indenture to provide the Trustee with a lien that is prior to the
Securities on all money or property held or collected by the Trustee, except
that held in trust to pay on a non-pro-rata basis the principal amount,
Redemption Price, Purchase Price, Fundamental Change Purchase Price or interest
on particular securities. No lien is currently granted to the Trustee, nor shall
any lien be granted prior to the execution by the trustee under the Senior
Indenture of proper instruments acknowledging satisfaction and discharge of the
Senior Indenture.

                  The Company's payment obligations pursuant to this Section 9.7
shall survive the discharge of this Indenture and the resignation or removal of
the Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 8.1(i) or Section 8.1(j), the expenses including the
reasonable charges and expenses of its counsel, are intended to constitute
expenses of administration under any Bankruptcy Law.

         Section 9.8.  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 9.8. 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 9.10;

                  (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.

                  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. 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,

                                       47

<PAGE>

upon payment of all the retiring Trustee's fees and expenses then due and
payable and subject to the lien provided for in Section 9.7.

                  If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns 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 9.10, any Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         Section 9.9.  Successor Trustee by Merger.

                  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 corporation, the resulting, surviving or transferee corporation without
any further act shall be the successor Trustee.

         Section 9.10. Eligibility; Disqualification.

                  The Trustee shall at all times satisfy the requirements of TIA
Sections 310(a)(1) and 310(b). The Trustee (or its parent holding company) shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. Nothing contained herein shall
prevent the Trustee from filing with the Commission the application referred to
in the penultimate paragraph of TIA Section 310(b).

         Section 9.11. 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 X

                             DISCHARGE OF INDENTURE

         Section 10.1. Discharge of Liability on Securities.

                  When (i) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced or repaid pursuant to Section 2.7)
for cancellation or (ii) all outstanding Securities have become due and payable
(whether at the Stated Maturity or upon acceleration, or on any Redemption Date,
Purchase Date or Fundamental Change Purchase Date, or upon conversion) and the
Company deposits with the Paying Agent or Conversion Agent cash or Applicable
Stock sufficient to pay all amounts due and owing on all outstanding Securities
(other than Securities replaced pursuant to Section 2.7), and if in either case
the Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 9.7, cease

                                       48

<PAGE>

to be of further effect. The Trustee shall join in the execution of a document
prepared by the Company acknowledging satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officer's Certificate and
Opinion of Counsel and at the cost and expense of the Company.

         Section 10.2. Repayment to the Company.

                  The Trustee and the Paying Agent shall return to the Company
upon written request any cash 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 cash or securities must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another person and the Trustee and the Paying Agent shall have no further
liability to the Holders with respect to such cash or securities for that period
commencing after the return thereof.

                                   ARTICLE XI

                                   AMENDMENTS

         Section 11.1. Without Consent of Holders.

                  The Company and the Trustee may amend this Indenture or the
Securities without the consent of any Holder to:

                  (a)      add to the covenants of the Company for the benefit
of the Holders of Securities;

                  (b)      provide the Trustee with a lien pursuant to Section
9.7;

                  (c)      surrender any right or power herein conferred upon
the Company;

                  (d)      add guarantees;

                  (e)      secure the Securities;

                  (f)      provide for conversion rights of Holders of
Securities if any reclassification or change of the Common Stock or any
consolidation, merger or sale of all or substantially all of the Company's
assets occurs pursuant to Section 13.4;

                  (g)      provide for the assumption of the Company's
obligations to the Holders of Securities in the case of a merger, consolidation,
conveyance, transfer, sale, lease or other disposition pursuant to Article VII;

                  (h)      increase the Conversion Rate; provided, however, that
such increase in the Conversion Rate shall not adversely affect the interests of
the Holders of Securities (after taking into account tax and other consequences
of such increase);

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

                                       49

<PAGE>

                  (j)      cure any ambiguity, correct or supplement any
provision herein which may be inconsistent with any other provision herein or
which is otherwise defective, or to make any other provisions with respect to
matters or questions arising under this Indenture which the Company may deem
necessary or desirable and which shall not be inconsistent with the provisions
of this Indenture; provided, however, that such action pursuant to this clause
(i) does not, in the good faith opinion of the Board of Directors of the Company
(as evidenced by a Board Resolution), adversely affect the interests of the
Holders of Securities in any material respect; and

                  (k)      to evidence the succession of another Person to the
Company or any other obligor upon the Securities, and the assumption by any such
successor of the covenants of the Company or such obligor herein and in the
Securities, in each case in compliance with the provisions of this Indenture;

                  (l)      to evidence and provide the acceptance of the
appointment of a successor trustee hereunder; or

                  (m)      add or modify any other provisions herein with
respect to matters or questions arising hereunder which the Company and the
Trustee may deem necessary or desirable and which shall not adversely affect the
interests of the Holders of Securities.

                  Notwithstanding the foregoing, no modification or amendment
may be made to the subordination provisions in Article XII that adversely
affects the rights of any holder of Senior Debt then outstanding unless the
holders of such Senior Debt (or any group or representative thereof authorized
to give a consent) consent to such change.

         Section 11.2. With Consent of Holders.

                  Except as provided below in this Section 11.2, this Indenture
or the Securities may be amended, modified or supplemented, and noncompliance in
any particular instance with any provision of this Indenture or the Securities
may be waived, in each case with the written consent or affirmative vote of the
Holders of at least a majority of the principal amount of the Securities at the
time outstanding.

                  Without the written consent or the affirmative vote of each
Holder of Securities affected thereby (in addition to the written consent or the
affirmative vote of the holders of at least a majority of the principal amount
of the Securities at the time outstanding), an amendment or waiver under this
Section 11.2 may not:

                  (a)      change the maturity of the principal amount of, or
the payment date of any installment of interest on, any Security;

                  (b)      reduce the principal amount of, or interest on, or
the Redemption Price, Purchase Price or Fundamental Change Purchase Price of,
any Security;

                  (c)      change the currency of payment of principal amount
of, or interest on, or the Redemption Price, Purchase Price or Fundamental
Change Purchase Price of, any Security from U.S. Dollars;

                                       50

<PAGE>

                  (d)      impair or adversely affect the rate of accrual of
interest on any Security, or the manner of calculation thereof;

                  (e)      impair the right of any Holder to institute suit for
the enforcement of any payment or with respect to, or conversion of, any
Security;

                  (f)      modify the obligation of the Company to maintain an
agency in New York, New York pursuant to Section 6.5;

                  (g)      impair or adversely affect the conversion rights of
the Holder of the Securities as provided in Article XIII;

                  (h)      impair or adversely affect the purchase rights of the
Holders of the Securities as provided in Article IV or Article V;

                  (i)      modify the optional redemption provisions of Article
III in a manner adverse to the Holders of the Securities;

                  (j)      modify Article XII in a manner adverse to any Holders
of the Securities;

                  (k)      reduce the percentage of the principal amount of the
outstanding Securities the written consent or affirmative vote of whose Holders
is required for any such amendment, modification, supplement or waiver;

                  (l)      reduce the percentage of the principal amount of the
outstanding Securities the written consent or affirmative vote of whose Holders
is required for any waiver of any past Default provided for in this Indenture;
or

                  (m)      waive any matter set forth in Section 8.4(a), Section
8.4(b), or Section 8.4(c).

                  It shall not be necessary for the consent of the Holders under
this Section 11.2 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent approves the substance thereof.

                  After an amendment under this Section 11.2 becomes effective,
the Company shall mail to each Holder a notice briefly describing the amendment.

                  Nothing contained in this Section 11.2 shall impair the
ability of the Company and the Trustee to amend this Indenture or the Securities
without the consent of any Holder to provide for the assumption of the Company's
obligations to the Holders of Securities in the case of a merger, consolidation,
conveyance, transfer, sale, lease or other disposition pursuant to Article VII.

         Section 11.3.     Compliance with Trust Indenture Act.

                  Every supplemental indenture executed pursuant to this Article
XI shall comply with the TIA.

                                       51
<PAGE>

         Section 11.4. Revocation and Effect of Consents, Waivers and Actions.

                  Until an amendment, waiver or other action by Holders becomes
effective, a consent thereto by a Holder of a 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, 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 Holder.

         Section 11.5. Notation on or Exchange of Securities.

                  Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article XI 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, 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 11.6. Trustee to Sign Supplemental Indentures.

                  The Trustee shall sign any supplemental indenture authorized
pursuant to this Article XI if the amendment contained therein does not affect
the rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign such supplemental indenture. In signing such
supplemental indenture the Trustee shall receive, and (subject to the provisions
of Section 9.1) shall be fully protected in relying upon, an Officer's
Certificate and an Opinion of Counsel stating that such amendment is authorized
or permitted by this Indenture.

         Section 11.7. Effect of Supplemental Indentures.

                  Upon the execution of any supplemental indenture under this
Article XI, 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 XII

                                  SUBORDINATION

         Section 12.1. Agreement to Subordinate.

                  The Company agrees, and each holder of Securities by accepting
a Security agrees, that the Indebtedness evidenced by the Security is
subordinated in right of payment, to the extent and in the manner provided in
this Article XII, to the prior payment in full in cash or other consideration
satisfactory to holders of Senior Debt of all Senior Debt (whether

                                       52
<PAGE>

outstanding on the date hereof or hereafter created, incurred, assumed or
guaranteed), and that the subordination is for the benefit of the holders of
Senior Debt.

         Section 12.2. Liquidation, Dissolution, Bankruptcy.

                  Upon any distribution to creditors of the Company in a
liquidation or dissolution of the Company or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
property, any assignment for the benefit of creditors or any marshaling of the
Company's assets and liabilities:

                  (a)      holders of Senior Debt shall be entitled to receive
payment in full of all obligations due in respect of such Senior Debt (including
interest accruing after, or which would accrue but for, the commencement of any
such proceeding at the rate specified in the applicable Senior Debt, whether or
not the claim for such interest would be allowed) in cash or other consideration
satisfactory to the holders of the Senior Debt before holders of Securities
shall be entitled to receive any payment with respect to the Securities; and

                  (b)      until all Senior Debt is paid in full in cash or
other consideration satisfactory to the holders of the Senior Debt, any
distribution to which holders of Securities would be entitled but for this
Article XII shall be made to holders of Senior Debt, as their interests may
appear.

         Section 12.3. Default on Senior Debt and/or Designated Senior Debt.

                  (a)      In the event of any default in payment of the
principal of or premium, if any, or interest on, or any other payment obligation
under any Senior Debt beyond any applicable grace period with respect thereto (a
"PAYMENT DEFAULT"), then, until all such payments due in respect of such Senior
Debt have been paid in full in cash or other consideration satisfactory to
holders of Senior Debt or such default shall have been cured or waived or shall
have ceased to exist, no payment shall be made by the Company with respect to
the principal of, or interest on the Securities or to acquire any of the
Securities (including any repurchase pursuant to the repurchase right of a
Holder pursuant to Article IV or Article V).

                  (b)      In addition, if the Trustee shall receive written
notice from one or more holders of Designated Senior Debt or one or more
representatives of such holder or holders that there has occurred and is
continuing under such Designated Senior Debt, or any agreement pursuant to which
such Designated Senior Debt is issued, any default (other than a Payment
Default), which default shall not have been cured or waived, giving the holders
of such Designated Senior Debt the right to declare such Designated Senior Debt
immediately due and payable (a "PAYMENT BLOCKAGE NOTICE"), then, anything
contained in this Indenture to the contrary notwithstanding, no payment on
account of the principal of or interest on the Securities, and no repurchase or
other acquisition of the Securities, shall be made by or on behalf of the
Company during the period (the "PAYMENT BLOCKAGE PERIOD") commencing on the date
of receipt of the Payment Blockage Notice and ending on the earlier of 179
calendar days thereafter or the date on which such non-Payment Default is cured
or waived or shall have ceased to exist.

                  Notwithstanding the provisions described in the immediately
preceding sentence (but subject to the provisions contained in Section 12.1 and
the first sentence of this Section

                                       53
<PAGE>

12.3), unless the holder(s) of such Designated Senior Debt or the
representative(s) of such holder(s) shall have accelerated the maturity of such
Designated Senior Debt, the Company may resume payments on the Securities after
the end of such Payment Blockage Period. No new Payment Blockage Period may be
commenced unless 365 calendar days have elapsed since the effectiveness of the
prior Payment Blockage Notice. No default under Designated Senior Debt that is
not a Payment Default that existed or was continuing on the date of delivery of
any Payment Blockage Notice delivered to the Trustee shall be, or be made, the
basis of a subsequent Payment Blockage Notice.

                  (c)      In the event any judicial proceeding shall be pending
with respect to any payment default with respect to Senior Debt or non-payment
default with respect to Designated Senior Debt, then, anything contained in this
Indenture to the contrary notwithstanding, no payment on account of the
principal of or interest on the Securities, and no repurchase or other
acquisition of the Securities, shall be made by or on behalf of the Company.

         Section 12.4. Acceleration of Securities.

                  In the event of the acceleration of the Securities because of
an Event of Default, the Company may not make any payment or distribution to the
Trustee or any holder of Securities in respect of obligations with respect to
Securities and may not acquire or purchase from the Trustee or any holder of
Securities any Securities until all Senior Debt has been paid in full in cash or
other consideration satisfactory to holders of Senior Debt or such acceleration
has been rescinded in accordance with the terms of this Indenture.

                  If payment of the Securities is to be accelerated because of
an Event of Default (other than an Event of Default with respect to the Company
specified in Section 8.1(j) or (k)), the Company shall promptly notify holders
of Senior Debt or trustee(s) of such Senior Debt before the acceleration.

         Section 12.5. When Distribution Must Be Paid Over.

                  In the event that the Trustee, any holder of Securities or any
other person receives any payment or distribution of assets of the Company of
any kind with respect to the Securities in contravention of any terms contained
in this Indenture, whether in cash, property or securities, including, without
limitation, by way of set-off or otherwise, then such payment or distribution
shall be held by the recipient in trust for the benefit of holders of Senior
Debt, and shall be immediately paid over and delivered to the holders of Senior
Debt or their representative(s), to the extent necessary to make payment in full
in cash or other consideration satisfactory to such holders of all Senior Debt
remaining unpaid, after giving effect to any concurrent payment or distribution
or provision therefor, to or for the holders of Senior Debt; provided, that the
foregoing shall apply to the Trustee only if a Responsible Officer of the
Trustee has actual knowledge (as determined in accordance with Section 12.11)
that such payment or distribution is prohibited by this Indenture.

                  With respect to the holders of Senior Debt, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article XII, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this

                                       54
<PAGE>

Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt, and shall not be liable to any
such holders if the Trustee shall pay over or distribute to or on behalf of
holders of Securities or the Company or any other person money or assets to
which any holders of Senior Debt shall be entitled by virtue of this Article
XII, except if such payment or distribution is made as a result of the willful
misconduct or negligence of the Trustee.

         Section 12.6. Notice by Company.

                  The Company shall promptly notify the Trustee of any facts
known to the Company that would cause a payment of any obligations with respect
to the Securities or the purchase of any Securities by the Company to violate
this Article XII, but failure to give such notice shall not affect the
subordination of the Securities to the Senior Debt as provided in this Article
XII.

         Section 12.7. Subrogation.

                  After all Senior Debt is paid in full and until the Securities
are paid in full, holders of Securities shall be subrogated (equally and ratably
with all other indebtedness pari passu with the Securities) to the rights of
holders of Senior Debt to receive distributions applicable to Senior Debt to the
extent that distributions otherwise payable to the holders of Securities have
been applied to the payment of Senior Debt. A distribution made under this
Article XII to holders of Senior Debt that otherwise would have been made to
holders of Securities is not, as between the Company and holders of Securities,
a payment by the Company on the Securities.

         Section 12.8. Relative Rights.

                  This Article XII defines the relative rights of holders of
Securities and holders of Senior Debt. Nothing contained in this Indenture shall
otherwise:

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

                  (b)      affect the relative rights of holders of Securities
and creditors (other than with respect to Senior Debt) of the Company, other
than their rights in relation to holders of Senior Debt; or

                  (c)      prevent the Trustee or any holder of Securities from
exercising its available remedies upon a Default or Event of Default, subject to
the notice requirements of Section 8.2 and to the rights of holders and owners
of Senior Debt to receive distributions and payments otherwise payable to
holders of Securities.

                  If the Company fails because of this Article XII to pay
principal of or interest on a Security on the due date, the failure is still a
Default or Event of Default.

                                       55
<PAGE>

         Section 12.9. Subordination May Not Be Impaired by Company.

                  No right of any holder of Senior Debt to enforce the
subordination of the indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or any holder of Securities or by
the failure of the Company or any such holder to comply with this Indenture.

         Section 12.10. Distribution or Notice to Representative.

                  Whenever a distribution is to be made or a notice given to
holders of Senior Debt, the distribution may be made and the notice given to
their representative(s).

                  Upon any payment or distribution of assets of the Company
referred to in this Article XII, the Trustee and the holders of Securities shall
be entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such representative or of the
liquidating trustee or agent or other person making any distribution to the
Trustee or to the holders of Securities for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of the Senior
Debt and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article XII.

         Section 12.11. Rights of Trustee and Paying Agent.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company that would prohibit the making of any payment to
or by the Trustee in respect of the Securities. Notwithstanding the provisions
of this Article XII or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts that would prohibit
the making of any payment or distribution by the Trustee (other than pursuant to
Section 12.4), and the Trustee may continue to make payments on the Securities,
unless a Responsible Officer shall have received at least two Business Days
prior to the date of such payment or distribution written notice of facts that
would cause such payment or distribution with respect to the Securities to
violate this Article XII. Only the Company or the holder or representative of
any class of Senior Debt may give such notice.

                  Nothing contained in this Article XII shall impair the claims
of, or payments to, the Trustee under or pursuant to Section 9.7.

                  The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

         Section 12.12. Authorization to Effect Subordination.

                  Each holder of a Security by such holder's acceptance thereof
authorizes and directs the Trustee on the holder's behalf to take such action as
may be necessary or appropriate to effectuate the subordination as provided in
this Article XII, and appoints the Trustee to act as the holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 8.9 at least 30 days before the expiration of the time to
file such claim, the holders of any Senior

                                       56
<PAGE>

Debt or their representatives are hereby authorized to file an appropriate claim
for and on behalf of the holders of the Securities.

         Section 12.13. Article Applicable to Paying Agents.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee.

         Section 12.14. Senior Debt Entitled to Rely.

                  The holders of Senior Debt shall have the right to rely upon
this Article XII, and no amendment or modification of the provisions contained
herein shall diminish or adversely affect the rights of such holders of Senior
Debt outstanding at the time of such amendment or modification unless such
holders shall have agreed in writing thereto.

         Section 12.15. Permitted Payments.

                  Notwithstanding anything to the contrary contained in this
Article XII, the holders of Securities may receive and retain at any time on or
prior to the Stated Maturity (a) securities that are subordinated to at least
the same extent as the Securities to (i) Senior Debt and (ii) any securities
issued in exchange for Senior Debt and (b) payments and other distributions made
from any trust created pursuant to Section 10.1.

         Section 12.16. No Waiver of Subordination Provisions.

                  No right of any present or future holder of any Senior Debt to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company,
or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the holders of the
Securities, without incurring responsibility to the holders of the Securities
and without impairing or releasing the subordination provided in this Article
XII or the obligations hereunder of the holders of the Securities to the holders
of Senior Debt, do any one or more of the following, subject to any rights of
the Company in respect thereof: (i) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (iii) release any person liable in any manner
for the collection of Senior Debt; and (iv) exercise or refrain from exercising
any rights against the Company and any other person.

                                       57
<PAGE>

         Section 12.17. Certain Conversions Deemed Payment.

                  For the purposes of this Article XII only, (i) the issuance
and delivery of junior securities upon conversion of Securities in accordance
with Article XIII shall not be deemed to constitute a payment or distribution on
account of the principal of or premium or interest on Securities or on account
of the purchase or other acquisition of Securities, and (ii) the payment,
issuance or delivery of cash (except in satisfaction of fractional shares
pursuant to Section 13.2), property or securities (other than junior securities)
upon conversion of a Security shall be deemed to constitute payment on account
of the principal of such Security. For the purposes of this Section, the term
"junior securities" means (a) shares of any stock of any class of the Company
and securities into which the Securities are convertible pursuant to Article
XIII and (b) securities of the Company which are subordinated in right of
payment to all Senior Indebtedness which may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or
to a greater extent than, the Securities are so subordinated as provided in this
Article XII. Nothing contained in this Article XII or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as among the
Company, its creditors other than holders of Senior Indebtedness and the Holders
of the Securities, the right, which is absolute and unconditional, of the Holder
of any Security to convert such Security in accordance with Article XIII.

                                  ARTICLE XIII

                                   CONVERSION

         Section 13.1. Conversion Right; Conversion Consideration.

                  (a)      Subject to and upon compliance with the provisions of
this Article XIII, a Holder of a Security shall have the right, at such Holder's
option, to convert all or any portion (if the portion to be converted is $1,000
or an integral multiple of $1,000) of such Security into Common Stock:

                           (i)      during any Conversion Period, and only
         during such Conversion Period commencing after the date hereof, if, on
         each of at least 20 Trading Days in the period of 30 consecutive
         Trading Days ending on the first Trading Day of the Conversion Period,
         the Closing Sale Price of the Common Stock equals or exceeds 120% of
         the Conversion Price in effect on the first Trading Day of such
         Conversion Period (the "COMMON STOCK PRICE CONDITION");

                           (ii)     if during the five consecutive Business Day
         period following any five consecutive Trading Day period ending prior
         to February 1, 2019, if any, the average Trading Price during such five
         Trading Day period was less than 98% of the average Closing Sale Price
         of the Common Stock during such five Trading Day period multiplied by
         the then applicable Conversion Rate (the "TRADING PRICE CONDITION");

                           (iii)    if such Security has been called for
         redemption pursuant to Article III; or

                           (iv)     as provided in clause (b) of this Section
         13.1.

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<PAGE>

                  (b)      (i) In the event that:

                           (A)      the Company distributes to all holders of
         its Common Stock rights or warrants entitling them (for a period
         expiring within 60 days of the Record Date for such distribution) to
         subscribe for or purchase Common Stock at a price per share of Common
         Stock less than the Closing Sale Price of the Common Stock on the
         Business Day immediately preceding the announcement of such
         distribution;

                           (B)      the Company distributes to all holders of
         its Common Stock cash or other assets, debt securities or rights or
         warrants to purchase its securities, including the declaration of any
         cash dividends, payable quarterly or otherwise, where the Fair Market
         Value (as determined by the Board of Directors) of such distribution
         per share of Common Stock (together with the Fair Market Value per
         share of Common Stock of all other distributions covered by this clause
         (B) not triggering a conversion right during the preceding twelve
         months) exceeds 5% of the Closing Sale Price of the Common Stock on the
         Business Day immediately preceding the date of declaration of such
         distribution; or

                           (C)      a Fundamental Change occurs without giving
         effect to the 105% Exception;

         then, in each case, the Securities may be surrendered for conversion at
         any time on and after the date that the Company gives notice to the
         Holders of such right, which shall be, in the case of (A) or (B), not
         less than 20 days prior to the Ex-Dividend Time for such distribution,
         or, in the case of (C), except as described in clause (ii) below,
         within 20 days after the occurrence of the Fundamental Change, until
         5:00 p.m., New York City time, on the earlier of the Business Day
         immediately preceding the Ex-Dividend Time and the date the Company
         announces that such distribution shall not take place in the case of
         (A) or (B), on the 35th Business Days of the Company's delivery of the
         notice of the Fundamental Change in the case of (C); provided, however,
         that in the case of (A) or (B), a Holder of Securities may not
         surrender Securities for conversion if the Holder shall otherwise
         participate in such distribution without conversion.

                           (ii)     In addition, in the event that the Company
         consolidates with or merges into another corporation, or is a party to
         a binding share exchange pursuant to which the Common Stock would be
         converted into cash, securities or other property as set forth in
         Section 13.4, then the Securities may be surrendered for conversion at
         any time from and after the date which is 15 calendar days prior to the
         date announced by the Company as the anticipated effective time of such
         transaction until 15 calendar days after the actual date of such
         transaction.

                  (c)      Upon any conversion of a Security other than a
Principal Value Conversion, a Holder shall be entitled to a number of shares of
Common Stock equal to (i) the Conversion Rate in effect on the date of
conversion multiplied by (ii) the quotient obtained by dividing the principal
amount of the Security or portion thereof surrendered for conversion divided by
1,000.

                                       59
<PAGE>

                  With respect to any conversion of a Security pursuant to the
Trading Price Condition, if on the conversion date the Closing Price of the
Common Stock is greater than or equal to the Conversion Price and less than or
equal to 120% of the Conversion Price in effect on the conversion date (a
"PRINCIPAL VALUE CONVERSION"), then such Holder shall be entitled to
consideration equal to the principal amount of the Security converted plus
accrued and unpaid interest thereon, if any, as of the conversion date, which
may be paid at the option of the Company in cash or Common Stock. Any Common
Stock delivered pursuant to the preceding sentence shall be valued at the
greater of (x) the Conversion Price in effect on the conversion date and (y) the
Applicable Share Price (the "PRINCIPAL VALUE CONVERSION STOCK VALUATION").

                  The Company will notify a Holder through the Trustee by the
second Trading Day following any Principal Value Conversion whether it will pay
the conversion consideration in cash or in Common Stock.

                  (d)      If any Holder so requests, the Conversion Agent
shall, on behalf of the Company, determine on the first Trading Day of any
Conversion Period whether the Securities shall be convertible as a result of the
occurrence of an event specified in clause (i) above and, if the Securities
shall be so convertible, the Conversion Agent shall promptly deliver to the
Company and the Trustee written notice thereof. Any such request given by a
Holder to the Conversion Agent shall be in writing and shall be given not less
than 5 days and not more than 10 days before the first Trading Day of such
Conversion Period.

                  The Trustee shall have no obligation to determine the Trading
Price unless the Company has requested such determination. The Company shall
have no obligation to make such a request unless a Holder provides the Company
with a written request to determine the Trading Price of the Securities, which
notice shall include reasonable evidence that the Trading Price would be less
than 98% of the Closing Price of the Common Stock on any date of determination.
Upon receipt of any such request, within two Business Days, the Company shall
instruct the Trustee or Bid Agent, as the case may be, to determine the Trading
Price beginning on the next Trading Day and on each successive Trading Day
until, and only until, the average Trading Price is greater than or equal to 98%
of the average Closing Price of the Common Stock for any five Trading Day
period.

                  If the Conversion Agent or the Trustee determines that the
Securities have become convertible pursuant to this Section 13.1, the Company
or, at the Company's request, the Trustee in the name and at the expense of the
Company, shall notify the Holders of the event triggering such convertibility in
the manner provided in Section 14.2 or the Company shall publicly announce such
information by publishing such information on the Company's website. Any notice
so given shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice.

                  (e)      Securities called for redemption may be converted at
any time on and after the date that the Company gives notice to the Holders of
such right until 5:00 p.m., New York City time, on the second Business Day
preceding the corresponding Redemption Date.

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<PAGE>

         Section 13.2. Conversion Procedures; Settlement Dates; Conversion Rate;
Fractional Shares.

                  (a)      Except as described in Section 13.1 in connection
with a Principal Value Conversion, each Security shall be convertible at the
office of the Conversion Agent into fully paid and nonassessable shares of
Common Stock (calculated to the nearest 1/10,000th of a share). The Conversion
Agent shall notify the Company when it receives a Conversion Notice.

                  In connection with any Principal Value Conversion, the Company
will pay to Holders any portion of the principal amount of the Securities plus
accrued and unpaid interest, if any, to be paid in cash and deliver Common Stock
with respect to any portion of the principal amount of the Securities plus
accrued and unpaid interest, if any, to be paid in Common Stock, no later than
the third Business Day following the determination of the Applicable Share
Price.

                  In all other cases, upon conversion a certificate for the
number of full shares of Common Stock into which the Securities are converted
(and cash in lieu of fractional shares) shall be delivered to such Holder,
assuming all of the other requirements have been satisfied by such Holder, as
soon as practicable. Notwithstanding the foregoing, the Company shall not be
required to deliver certificates for Common Stock while the stock transfer books
for such stock or the security register are duly closed for any purpose, but
certificates for Common Stock shall be issued and delivered as soon as
practicable after the opening of such books or security register.

                  No cash payment of accrued and unpaid interest shall be paid
by the Company on a converted Security, except in connection with a Principal
Value Conversion and except as described in Section 13.9. Accrued and unpaid
interest shall be deemed to be paid in full with the shares of Common Stock
issued upon conversion, rather than deemed cancelled, extinguished or forfeited.

                  In the event of a Fundamental Change, if a Holder has
submitted any or all of its Securities for repurchase, a Holder's conversion
rights on the Securities so subject to repurchase shall expire at 5:00 p.m., New
York City time, on the Business Day immediately preceding the Fundamental Change
Purchase Date. Notwithstanding the foregoing, a Security in respect of which a
Holder has delivered a Fundamental Change Purchase Notice exercising such
Holder's right to require the Company to repurchase such Security may be
converted only if such Fundamental Change Purchase Notice is withdrawn in
accordance with Section 4.2(b) prior to 5:00 p.m., New York City time, on the
Business Day immediately preceding the Fundamental Change Purchase Date.

                  (b)      Before any Holder shall be entitled to convert the
same into Common Stock, such Holder shall, in the case of Global Securities,
comply with the Applicable Procedures of the Depositary in effect at that time,
and in the case of Certificated Securities, surrender such Securities, duly
endorsed to the Company or in blank, at the office of the Conversion Agent, and
shall give written notice to the Company at said office or place in the form of
the Conversion Notice attached to the Security (the "CONVERSION NOTICE") that
such Holder elects to convert the same and shall state in writing therein the
principal amount of Securities to be converted (in whole or in part so long as
the principal amount to be converted is

                                       61
<PAGE>

in multiples of $1,000 principal amount) and the name or names (with addresses)
in which such Holder wishes the certificate or certificates for Common Stock to
be issued.

                  Before any such conversion, a Holder also shall pay all funds
required, if any, relating to interest on the Securities, as provided in Section
13.9 and all taxes or duties, if any, as provided in Section 13.8.

                  If more than one Security shall be surrendered for conversion
at one time by the same Holder, the number of full shares of Common Stock that
shall be deliverable upon conversion shall be computed on the basis of the
aggregate principal amount of the Securities (or specified portions thereof to
the extent permitted thereby) so surrendered.

                  (c)      A Security shall be deemed to have been converted
immediately prior to 5:00 p.m., New York City time, on the date on which all of
the conversion requirements set forth in Section 13.2(b) have been satisfied,
and the person or persons entitled to receive the Common Stock issuable upon
such conversion shall be treated for all purposes as the record Holder or
Holders of such Common Stock as of 5:00 p.m., New York City time, on such date.

                  (d)      In case any Certificated Security shall be
surrendered for partial conversion, the Company shall execute and the Trustee
shall authenticate and deliver to or upon the written order of the Holder of the
Security so surrendered, without charge to such Holder (subject to the
provisions of Section 13.8), a new Security or Securities in authorized
denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Certificated Securities.

         Section 13.3. Adjustment of Conversion Rate.

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

                  (a)      In case the Company shall, at any time or from time
to time after the initial Issue Date while any of the Securities are
outstanding, pay a dividend or make a distribution in shares of Common Stock to
all or substantially all holders of its outstanding shares of Common Stock, then
the Conversion Rate in effect at the opening of business on the date next
following the Record Date fixed for the determination of stockholders entitled
to receive such dividend or other distribution shall be increased by dividing
such Conversion Rate by a fraction:

                           (i)      the numerator of which shall be the number
         of shares of Common Stock outstanding at the close of business on the
         Record Date fixed for such determination; and

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

                  Such increase shall become effective immediately after the
opening of business on the day following the Record Date fixed for such
determination. If any dividend or distribution of the type described in this
Section 13.3(a) is declared but not so paid or made, the

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<PAGE>

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

                  (b)      In case the Company shall, at any time or from time
to time after the initial Issue Date while any of the Securities are
outstanding, subdivide its outstanding shares of Common Stock into a greater
number of shares of Common Stock, then the Conversion Rate in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and, conversely, in case
the Company shall, at any time or from time to time while any of the Securities
are outstanding, combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, then the Conversion Rate in effect at the
opening of business on the day following the day upon which such combination
becomes effective shall be proportionately decreased.

                  Such reduction or increase, as the case may be, shall become
effective immediately after the opening of business on the day following the day
upon which such subdivision or combination becomes effective.

                  (c)      In case the Company shall, at any time or from time
to time after the initial Issue Date while any of the Securities are
outstanding, issue rights or warrants for a period expiring within 60 calendar
days (other than any rights or warrants referred to in Section 13.3(d)) to all
or substantially all holders of its shares of Common Stock entitling them to
subscribe for or purchase shares of Common Stock (or securities convertible into
or exchangeable or exercisable for shares of Common Stock), at a price per share
of Common Stock (or having a conversion, exchange or exercise price per share of
Common Stock) less than the Closing Sale Price of the Common Stock on the
Business Day immediately preceding the date of the announcement of such issuance
(treating the conversion, exchange or exercise price per share of Common Stock
of the securities convertible, exchangeable or exercisable into Common Stock as
equal to (x) the sum of (A) the price for a unit of the security convertible
into or exchangeable or exercisable for Common Stock and (B) any additional
consideration initially payable upon the conversion of or exchange or exercise
for such security into Common Stock divided by (y) the number of shares of
Common Stock initially underlying such convertible, exchangeable or exercisable
security), then the Conversion Rate shall be increased so that the same shall
equal the rate determined by dividing the Conversion Rate in effect at the
opening of business on the date after such date of announcement by a fraction:

                           (i)      the numerator of which shall be the number
         of shares of Common Stock outstanding on the close of business on the
         date of announcement, plus the number of shares of Common Stock (or
         convertible, exchangeable or exercisable securities) that the aggregate
         offering price of the total number of shares of Common Stock (or
         convertible, exchangeable or exercisable securities) so offered for
         subscription or purchase (or the aggregate conversion, exchange or
         exercise price of the convertible, exchangeable or exercisable
         securities so offered) would purchase at such Closing Sale Price of the
         Common Stock; and

                           (ii)     the denominator of which shall be the number
         of shares of Common Stock outstanding at the close of business on the
         date of announcement, plus the total number of additional shares of
         Common Stock so offered for subscription or

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<PAGE>

         purchase (or into which the convertible, exchangeable or exercisable
         securities so offered are convertible, exchangeable or exercisable).

                  Such increase shall become effective immediately after the
opening of business on the day following the date of announcement of such
issuance. To the extent that shares of Common Stock (or securities convertible,
exchangeable or exercisable into shares of Common Stock) are not delivered
pursuant to such rights or warrants, upon the expiration or termination of such
rights or warrants, the Conversion Rate shall be readjusted to the Conversion
Rate which would then be in effect had the adjustments made upon the issuance of
such rights or warrants been made on the basis of the delivery of only the
number of shares of Common Stock (or securities convertible, exchangeable or
exercisable into shares of Common Stock) actually delivered. In the event that
such rights or warrants are not so issued, the Conversion Rate shall again be
adjusted to be the Conversion Rate that would then be in effect if the date
fixed for the determination of stockholders entitled to receive such rights or
warrants had not been fixed.

                  In determining whether any rights or warrants entitle the
holders to subscribe for or purchase shares of Common Stock at less than such
Closing Sale Price, and in determining the aggregate offering price of such
shares of Common Stock, there shall be taken into account any consideration
received for such rights or warrants, the value of such consideration if other
than cash, to be the Fair Market Value of such consideration.

                  (d)      (i)     In case the Company shall, at any time or
         from time to time after the initial Issue Date while any of the
         Securities are outstanding, by dividend or otherwise, distribute to all
         or substantially all holders of its shares of Common Stock (including
         any such distribution made in connection with a consolidation or merger
         in which the Company is the continuing corporation and shares of the
         Common Stock are not changed or exchanged), shares of its Capital Stock
         (other than any dividends or distributions to which Section 13.3(a)
         applies), evidences of its Indebtedness or other non-cash assets or
         rights or warrants, but excluding (A) dividends or distributions of
         shares of Common Stock referred to in Section 13.3(a), (B) rights or
         warrants referred to in Section 13.3(c), (C) dividends and
         distributions of stock, securities or other property or assets
         (including cash) in connection with the reclassification, change,
         merger, consolidation, binding share exchange, sale or conveyance to
         which Section 13.4 applies, and (D) dividends and distributions paid
         exclusively in cash referred to in Section 13.3(f) (such included
         shares of Capital Stock, evidences of its indebtedness or other
         non-cash assets or rights or warrants being distributed hereinafter in
         this Section 13.3(d) called the "DISTRIBUTED ASSETS"), then, in each
         such case, subject to paragraph (iii) of this Section 13.3(d), the
         Conversion Rate shall be increased so that the same shall be equal to
         the rate determined by dividing the Conversion Rate in effect
         immediately prior to the close of business on the Record Date with
         respect to such distribution by a fraction:

                                    (x)      the numerator of which shall be the
                  Current Market Price of the Common Stock, less the Fair Market
                  Value on such date of the portion of the distributed assets so
                  distributed applicable to one share of Common Stock
                  (determined on the basis of the number of shares of Common
                  Stock outstanding on such

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<PAGE>

                  Record Date) (determined as provided in Section 13.3(h)), on
                  such Record Date; and

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

                  Such increase in the Conversion Rate shall become effective
         immediately prior to the opening of business on the day following the
         Record Date for such distribution. In the event that such dividend or
         distribution is not so paid or made, the Conversion Rate shall again be
         adjusted to be the Conversion Rate that would then be in effect if such
         dividend or distribution had not been declared.

                           (ii)     If the Board of Directors determines the
         Fair Market Value of any distribution for purposes of this Section
         13.3(d) by reference to the actual or when issued trading market for
         any distributed assets comprising all or part of such distribution, it
         must in doing so consider the prices in such market over the same
         period (the "REFERENCE PERIOD") used in computing the Current Market
         Price pursuant to Section 13.3(h)) to the extent possible, unless the
         Board of Directors determines in good faith that determining the Fair
         Market Value during the Reference Period would not be in the best
         interest of the Holders.

                           (iii)    Rights or warrants distributed by the
         Company to all holders of its shares of Common Stock entitling them to
         subscribe for or purchase shares of Capital Stock of the Company
         (either initially or under certain circumstances), which rights or
         warrants, until the occurrence of a specified event or events ("TRIGGER
         EVENT"), (x) are deemed to be transferred with such shares of Common
         Stock, (y) are not exercisable and (z) are also issued in respect of
         future issuances of shares of Common Stock (a "RIGHTS PLAN") shall be
         deemed not to have been distributed for purposes of this Section
         13.3(d) (and no adjustment to the Conversion Rate under this Section
         13.3(d) will be required) until the occurrence of the earliest Trigger
         Event. If such right or warrant is subject to subsequent events, upon
         the occurrence of which such right or warrant shall become exercisable
         to purchase different distributed assets, evidences of indebtedness or
         other assets, or entitle the holder to purchase a different number or
         amount of the foregoing or to purchase any of the foregoing at a
         different purchase price, then the occurrence of each such event shall
         be deemed to be the date of issuance and Record Date with respect to a
         new right or warrant (and a termination or expiration of the existing
         right or warrant without exercise by the holder thereof). In addition,
         in the event of any distribution (or deemed distribution) of rights or
         warrants, or any Trigger Event or other event (of the type described in
         the preceding sentence) with respect thereto, that resulted in an
         adjustment to the Conversion Rate under this Section 13.3(d):

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

                                       65
<PAGE>

                  warrants (assuming such holder had retained such rights or
                  warrants), made to all holders of shares of Common Stock as of
                  the date of such redemption or repurchase; and

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

                           (iv)     For purposes of this Section 13.3(d) and
         Sections 13.3(a), 13.3(b) and 13.3(c), any dividend or distribution to
         which this Section 13.3(d) is applicable that also includes (x) shares
         of Common Stock, (y) a subdivision or combination of shares of Common
         Stock to which Section 13.3(b) applies or (z) rights or warrants to
         subscribe for or purchase shares of Common Stock to which Section
         13.3(c) applies (or any combination thereof), shall be deemed instead
         to be:

                                    (A)      a dividend or distribution of the
                  evidences of indebtedness, assets, shares of Capital Stock,
                  rights or warrants, other than such shares of Common Stock,
                  such subdivision or combination or such rights or warrants to
                  which Sections 13.3(a), 13.3(b) and 13.3(c) apply,
                  respectively (and any Conversion Rate increase required by
                  this Section 13.3(d) with respect to such dividend or
                  distribution shall then be made), immediately followed by

                                    (B)      a dividend or distribution of such
                  shares of Common Stock, such subdivision or combination or
                  such rights or warrants (and any further Conversion Rate
                  increase required by Sections 13.3(a), 13.3(b) and 13.3(c)
                  with respect to such dividend or distribution shall then be
                  made), except:

                                             (1)      the Record Date of such
                           dividend or distribution shall be substituted as (x)
                           "the date fixed for the determination of stockholders
                           entitled to receive such dividend or other
                           distribution," "Record Date fixed for such
                           determinations" and "Record Date" within the meaning
                           of Section 13.3(a), (y) "the day upon which such
                           subdivision becomes effective" and "the day upon
                           which such combination becomes effective" within the
                           meaning of Section 13.3(b), and (z) as "the date
                           fixed for the determination of stockholders entitled
                           to receive such rights or warrants," "the Record Date
                           fixed for the determination of the stockholders
                           entitled to receive such rights or warrants" and such
                           "Record Date" within the meaning of Section 13.3(c);
                           and

                                             (2)      any shares of Common Stock
                           included in such dividend or distribution shall not
                           be deemed "outstanding at the close of business on
                           the date fixed for such determination" within the
                           meaning of Section 13.3(a) and any reduction or
                           increase in the number of shares of Common Stock
                           resulting from such subdivision or combination shall
                           be disregarded in connection with such dividend or
                           distribution.

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<PAGE>

                  (e)      In the event any such distribution consists of shares
of Capital Stock of, or similar equity interests in, one or more of the
Company's Subsidiaries (a "SPIN-OFF"), the Fair Market Value of the securities
to be distributed shall equal the average of the closing sale prices of such
securities on the principal securities market on which such securities are
traded for the five consecutive Trading Days commencing on and including the
sixth Trading Day of those securities after the effectiveness of the Spin-Off
(i.e., the ex-dividend date for the distribution of Capital Stock or equity
interests in the Spin-Off) (the "MEASUREMENT PERIOD"), and the Current Market
Price shall be measured for the same period, and the adjustment to the
Conversion Rate shall become effective immediately prior to the opening of
business on the day following such Measurement Period. In the event, however,
that an underwritten initial public offering of the securities in the Spin-Off
occurs simultaneously with the Spin-Off, Fair Market Value of the securities
distributed in the Spin-Off shall mean the initial public offering price of such
securities and the Current Market Price shall mean the Closing Sale Price for
the Common Stock on the same Trading Day.

                  (f)      In case the Company shall, at any time or from time
to time after the initial Issue Date while any of the Securities are
outstanding, by dividend or otherwise, distribute to all or substantially all
holders of its outstanding Common Stock, cash (excluding any cash that is
distributed upon a reclassification, consolidation, merger, binding share
exchange, sale or conveyance to which Section 13.4 applies, but including
quarterly cash dividends), then, and in each case, immediately after the close
of business on such date, the Conversion Rate shall be increased so that the
same shall equal the rate determined by dividing the Conversion Rate in effect
immediately prior to the close of business of such Record Date by a fraction:

                           (i)      the numerator of which shall be equal to the
         Current Market Price on such Record Date, less the full amount of cash
         so distributed with respect to one share of Common Stock; and

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

                           Notwithstanding the foregoing, adjustments to the
Conversion Rate resulting from quarterly cash dividends may not cause the
Conversion Rate (as adjusted for any other adjustment) to exceed the quotient
obtained by dividing $1,000 by the Closing Sale Price of the Common Stock on the
Trading Day immediately preceding the initial Issue Date.

                  (g)      In case the Company or any of its Subsidiaries
purchases Common Stock pursuant to a tender offer or exchange offer for Common
Stock (other than an offer to purchase made solely pursuant to Rules 13e-4(h)(3)
or (5) of the Exchange Act), then and in each such case, immediately prior to
the opening of business on the day following the last time (the "EXPIRATION
TIME") tenders or exchanges could have been made pursuant to such tender offer
or exchange offer (as it may be amended), the Conversion Rate shall be adjusted
so that the same shall equal the rate determined by dividing the Conversion Rate
in effect immediately prior to the close of the business of the date of the
Expiration Time by a fraction:

                           (i)      the numerator of which shall be the (x) the
         product of (i) the number of shares of Common Stock outstanding
         (including any tendered or exchanged

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<PAGE>

         shares) at the Expiration Time times (ii) the Current Market Price of
         the Common Stock at the Expiration Time less (y) the Fair Market Value
         of the aggregate consideration paid to stockholders for shares tendered
         or exchanged; and

                           (ii)     the denominator of which shall be the
         product of the number of shares of Common Stock outstanding (including
         any tendered or exchanged shares) at the Expiration Time and the
         Current Market Price of the Common Stock at the Expiration Time.

                  Such increase (if any) shall become effective immediately
prior to the opening of business on the day following the Expiration Time. In
the event that the Company is obligated to purchase shares of Common Stock
pursuant to any such tender offer or exchange offer, but the Company is
permanently prevented by applicable law from effecting any such purchases or all
or a portion of such purchases are rescinded, the Conversion Rate shall again be
adjusted to be the Conversion Rate that would then be in effect if such (or such
portion of the) tender offer or exchange offer had not been made. If the
application of this Section 13.3(g) to any tender offer or exchange offer would
result in a decrease in the Conversion Rate, no adjustment shall be made for
such tender offer or exchange offer under this Section 13.3(g).

                  (h)      For purposes of this Article XIII, the following
terms shall have the meanings indicated:

                  "CURRENT MARKET PRICE" on any date means the average of the
daily Closing Sale Prices per share of Common Stock for the ten consecutive
Trading Days immediately prior to such date; provided, however, that if:

                           (i)      the "ex" date (as hereinafter defined) for
         any event (other than the issuance or distribution requiring such
         computation) that requires an adjustment to the Conversion Rate
         pursuant to Section 13.3(a), (b), (c), (d), (e), (f) or (g) occurs
         during such ten consecutive Trading Days, the Closing Sale Price for
         each Trading Day prior to the "ex" date for such other event shall be
         adjusted by dividing such Closing Sale Price by the same fraction by
         which the Conversion Rate is so required to be adjusted as a result of
         such other event;

                           (ii)     the "ex" date for any event (other than the
         issuance or distribution requiring such computation) that requires an
         adjustment to the Conversion Rate pursuant to Section 13.3(a), (b),
         (c), (d), (e), (f) or (g) occurs on or after the "ex" date for the
         issuance or distribution requiring such computation and prior to the
         day in question, the Closing Sale Price for each Trading Day on and
         after the "ex" date for such other event shall be adjusted by dividing
         such Closing Sale Price by the reciprocal of the fraction by which the
         Conversion Rate is so required to be adjusted as a result of such other
         event; and

                           (iii)    the "ex" date for the issuance or
         distribution requiring such computation is prior to the day in
         question, after taking into account any adjustment required pursuant to
         clause (i) or (ii) of this proviso, the Closing Sale Price for each
         Trading Day on or after such "ex" date shall be adjusted by adding
         thereto the amount of

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<PAGE>

         any cash and the Fair Market Value (as determined by the Board of
         Directors in a manner consistent with any determination of such value
         for purposes of Section 13.3(d), (e) or (g)) of the evidences of
         Indebtedness, shares of Capital Stock or assets being distributed
         applicable to one share of Common Stock as of the close of business on
         the day before such "ex" date.

For purposes of any computation under Section 13.3(g), if the "ex" date for any
event (other than the tender offer requiring such computation) that requires an
adjustment to the Conversion Rate pursuant to Section 13.3(a), (b), (c), (d),
(e), (f) or (g) occurs on or after the Expiration Time for the tender or
exchange offer requiring such computation and prior to the day in question, the
Closing Sale Price for each Trading Day on and after the "ex" date for such
other event shall be adjusted by dividing such Closing Sale Price by the
reciprocal of the fraction by which the Conversion Rate is so required to be
adjusted as a result of such other event. For purposes of this paragraph, the
term "ex" date, when used:

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

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

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

Notwithstanding the foregoing, whenever successive adjustments to the Conversion
Rate are called for pursuant to this Section 13.3, such adjustments shall be
made to the Current Market Price as may be necessary or appropriate to
effectuate the intent of this Section 13.3 and to avoid unjust or inequitable
results as determined in good faith by the Board of Directors.

                  "FAIR MARKET VALUE" means the amount which a willing buyer
would pay a willing seller in an arm's length transaction, as determined by the
Board of Directors, whose determination shall be made in good faith and, absent
manifest error, shall be final and binding on holders of the Securities.

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

                  (i)      To the extent permitted by applicable law, the
Company may, from time to time, increase the Conversion Rate by any amount for
any period of time if such period is at least

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<PAGE>

20 calendar days and the Board of Directors determines, in good faith and absent
manifest error, that such increase would be in the best interest of the Company.
Any such determination by the Board of Directors shall be final and binding on
holders of the Securities. In addition, the Company may also increase the
Conversion Rate, to the extent permitted by applicable law, if the Board of
Directors determines that such increase is advisable to avoid or diminish
taxation to holders of Common Stock for United States Federal income tax
purposes as a result of any dividend or distribution of Common Stock, any
subdivision, reclassification or combination of Common Stock or any issuance of
rights or warrants referred to above. Whenever the Conversion Rate is increased
pursuant to the preceding sentences, the Company shall mail to the Trustee and
each Holder at the address of such Holder as it appears in the Register of the
Securities maintained by the Registrar, at least 15 calendar days prior to the
date the increased Conversion Rate takes effect, a notice of the increase
stating the increased Conversion Rate and the period during which it will be in
effect.

                  (j)      In any case in which this Section 13.3 shall require
that any adjustment be made effective as of or retroactively immediately
following a Record Date, the Company may elect to defer (but only for five
Trading Days following the filing of the notice referred to in Section 13.5)
issuing to the Holder of any Securities converted after such Record Date the
Common Stock issuable upon such conversion over and above the Common Stock
issuable upon such conversion on the basis of the Conversion Rate prior to
adjustment; provided, however, that the Company shall deliver to such Holder a
due bill or other appropriate instrument evidencing such Holder's right to
receive such additional Common Stock upon the occurrence of the event requiring
such adjustment.

                  (k)      All calculations under this Section 13.3 shall be
made to the nearest cent or one-hundredth of a share, with one-half cent and
0.005 of a share, respectively, being rounded upward. Notwithstanding any other
provision of this Section 13.3, the Company shall not be required to make any
adjustment of the Conversion Rate unless such adjustment would require an
increase or decrease of at least 1% of such rate. Any lesser adjustment shall be
carried forward and shall be made at the time of and together with the next
subsequent adjustment that, together with any adjustment or adjustments so
carried forward, shall amount to an increase or decrease of at least 1% of such
rate. Any adjustments under this Section 13.3 shall be made successively
whenever an event requiring such an adjustment occurs.

                  (l)      To the extent that the Company has a Rights Plan in
effect upon the conversion of the Securities into Common Stock, a Holder will
receive, in addition to the Common Stock, the rights under the Rights Plan,
whether or not the rights have separated from the Common Stock, and there will
be no adjustment to the Conversion Rate pursuant to Section 13.3(d).

                  (m)      In the event that at any time, as a result of an
adjustment made pursuant to this Section 13.3, the Holder of any Securities
thereafter surrendered for conversion shall become entitled to receive any
shares of stock of the Company other than Common Stock into which the Securities
originally were convertible, the Conversion Rate with respect to such other
shares so receivable upon conversion of any such Security 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
subparagraphs (a) through (l) of this Section 13.3, and the

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<PAGE>

provision of Sections 13.1, 13.2 and 13.4 through 13.10 with respect to the
Common Stock shall apply on like or similar terms to any such other shares
(including, without limitation, the determination of whether the conditions to
conversion provided in Section 13.1 have been satisfied). In the event that the
Conversion Rate is required to be adjusted pursuant to this Section 13.3 during
any period referred to in Sections 13.1(a)(i) and (ii), the Closing Sale Price
for each Trading Day during such period shall, to the extent necessary, be
adjusted to reflect the effects of such adjustment pursuant to this Section
13.3.

                  (n)      No adjustment shall be made pursuant to this Section
13.3 if (i) the effect thereof would be to reduce the Conversion Price below the
par value of the Common Stock or (ii) any dividend, distribution or issuance
that would otherwise give rise to an adjustment pursuant to this Section 13.3 is
made or paid to all Holders of the Securities at the time of such dividend,
distribution or issuance.

         Section 13.4. Consolidation or Merger of the Company.

                  If any of the following events occurs, namely:

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

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

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

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

                                       71
<PAGE>

         Section 13.4, the kind and amount of securities, cash or other property
         receivable upon such merger, consolidation, statutory share exchange,
         sale or conveyance for each Non-Electing Share shall be deemed to be
         the kind and amount so receivable per share by a plurality of the
         Non-Electing Shares). Such supplemental indenture shall provide for
         adjustments which shall be as nearly equivalent as may be practicable
         to the adjustments provided for in this Article XIII. If, in the case
         of any such reclassification, change, merger, consolidation, statutory
         share exchange, combination, sale or conveyance, the stock or other
         securities and assets receivable thereupon by a holder of Common Stock
         includes shares of stock or other securities and assets of a
         corporation other than the successor or purchasing corporation, as the
         case may be, in such reclassification, change, merger, consolidation,
         statutory share exchange, combination, sale or conveyance, then such
         supplemental indenture shall also be executed by such other corporation
         and shall contain such additional provisions to protect the interests
         of the Holders of the Securities as the Board of Directors shall
         reasonably consider necessary by reason of the foregoing.

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

                           The above provisions of this Section 13.4 shall
         similarly apply to successive reclassifications, mergers,
         consolidations, statutory share exchanges, combinations, sales and
         conveyances.

                           If this Section 13.4 applies to any event or
         occurrence, Section 13.3 shall not apply.

                  Section 13.5. Notice of Adjustment.

                           Whenever an adjustment in the Conversion Rate with
         respect to the Securities is required:

                           (a)      the Company shall forthwith place on file
         with the Trustee and any Conversion Agent for such securities a
         certificate of the Treasurer of the Company, stating the adjusted
         Conversion Rate determined as provided herein and setting forth in
         reasonable detail such facts as shall be necessary to show the reason
         for and the manner of computing such adjustment; and

                           (b)      a notice stating that the Conversion Rate
         has been adjusted and setting forth the adjusted Conversion Rate shall
         forthwith be given by the Company or, at the Company's request, by the
         Trustee in the name and at the expense of the Company, to each Holder
         in the manner provided in Section 14.2. Any notice so given shall be
         conclusively presumed to have been duly given, whether or not the
         Holder receives such notice.

                  Section 13.6. Notice in Certain Events.

                           In case of:

                                       72
<PAGE>

                           (a)      a consolidation or merger to which the
         Company is a party and for which approval of any stockholders of the
         Company is required, or of the sale or conveyance to another Person or
         entity or group of Persons or entities acting in concert as a
         partnership, limited partnership, syndicate or other group (within the
         meaning of Rule 13d-3 under the Exchange Act) of all or substantially
         all of the property and assets of the Company; or

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

                           (c)      any action triggering an adjustment of the
         Conversion Rate referred to in clauses (x) or (y) below;

         then, in each case, the Company shall cause to be filed with the
         Trustee and the Conversion Agent, and shall cause to be given, to the
         Holders of the Securities in the manner provided in Section 14.2, at
         least 15 days prior to the applicable date hereinafter specified, a
         notice stating:

                           (x)      the date on which a record is to be taken
                  for the purpose of any distribution or grant of rights or
                  warrants triggering an adjustment to the Conversion Rate
                  pursuant to this Article XIII, or, if a record is not to be
                  taken, the date as of which the holders of record of Common
                  Stock entitled to such distribution, rights or warrants are to
                  be determined; or

                           (y)      the date on which any reclassification,
                  consolidation, merger, sale, conveyance, dissolution,
                  liquidation or winding up triggering an adjustment to the
                  Conversion Rate pursuant to this Article XIII is expected to
                  become effective, and the date as of which it is expected that
                  holders of Common Stock of record shall be entitled to
                  exchange their shares of Common Stock for securities or other
                  property deliverable upon such reclassification,
                  consolidation, merger, sale, conveyance, dissolution,
                  liquidation or winding up.

                           Failure to give such notice or any defect therein
         shall not affect the legality or validity of the proceedings described
         in Section 13.6(a), (b) or (c).

                  Section 13.7. Company to Reserve Stock; Registration; Listing.

                           (a)      The Company shall, prior to issuance of any
         Securities hereunder, and from time to time as may be necessary,
         reserve and keep available, free from preemptive rights, out of its
         authorized but unissued Common Stock, for the purpose of effecting the
         conversion of the Securities, such number of its duly authorized Common
         Stock as shall from time to time be sufficient to effect the conversion
         of all Securities then outstanding into such Common Stock at any time
         (assuming that, at the time of the computation of such number of Common
         Stock, all such Securities would be held by a single Holder). The
         Company covenants that all Common Stock which may be issued upon
         conversion of Securities shall upon issue be fully paid and
         nonassessable and free from all liens and charges and, except as
         provided in Section 13.8, taxes with respect to the issue thereof.

                           (b)      If any Common Stock which would be issuable
         upon conversion of Securities hereunder require registration with or
         approval of any governmental authority before

                                       73
<PAGE>

         such shares or securities may be issued upon such conversion, the
         Company shall use its reasonable best efforts to cause such shares or
         securities to be duly registered or approved, as the case may be. The
         Company further covenants that so long as the Common Stock shall be
         quoted on the Nasdaq National Market, the Company shall use its
         reasonable best efforts, if permitted by the rules of the Nasdaq
         National Market, to keep so quoted all Common Stock issuable upon
         conversion of the Securities, and the Company shall use its reasonable
         best efforts to list or obtain approval for the quotation of the Common
         Stock to be delivered upon conversion of the Securities prior to such
         delivery upon any other national securities exchange or quotation
         system upon which the outstanding Common Stock is listed or quoted at
         the time of such delivery.

                  Section 13.8. Taxes on Conversion.

                           The issue of stock certificates on conversion of
         Securities shall be made without charge to the converting Holder for
         any documentary, stamp or similar issue or transfer taxes in respect of
         the issue thereof, and the Company shall pay any and all documentary,
         stamp or similar issue or transfer taxes that may be payable in respect
         of the issue or delivery of Common Stock on conversion of Securities
         pursuant hereto. The Company shall not, however, be required to pay any
         such tax which may be payable in respect of any transfer involved in
         the issue or delivery of Common Stock or the portion, if any, of the
         Securities which are not so converted in a name other than that in
         which the Securities so converted were registered, and no such issue or
         delivery shall be made unless and until the Person requesting such
         issue has paid to the Company the amount of such tax or has established
         to the satisfaction of the Company that such tax has been paid.

                  Section 13.9. Conversion After Regular Record Date.

                           Except as provided in the succeeding paragraph, upon
         conversion of any Securities, the Holder of such Securities shall not
         be entitled to receive any accrued and unpaid interest on the
         Securities so converted.

                           If any Securities are surrendered for conversion
         subsequent to the close of business on any Regular Record Date but
         prior to the opening of business on the corresponding Interest Payment
         Date, the Holder of such Securities at the close of business on such
         Regular Record Date shall receive the interest payable on such
         Securities on such Interest Payment Date notwithstanding the conversion
         thereof. Securities surrendered for conversion during the period from
         the close of business on any Regular Record Date to the opening of
         business on the corresponding Interest Payment Date shall (except in
         the case of Securities which have been called for redemption on a
         Redemption Date or subject to repurchase upon a Fundamental Change on a
         Fundamental Change Purchase Date within such period) be accompanied by
         payment by Holders, for the account of the Company, in New York
         Clearing House funds or other funds acceptable to the Company of an
         amount equal to the interest payable on such interest payment date on
         the Securities being surrendered for conversion.

                           Except as provided in Section 13.2(a) and this
         Section 13.9, no payment or adjustment shall be made in respect of
         dividends or distributions on the Common Stock issued upon conversion
         or accrued and unpaid interest on a converted Security.

                                       74
<PAGE>

                  Section 13.10. Company Determination Final.

                           Any determination that the Company or the Board of
         Directors must make pursuant to this Article XIII shall be conclusive
         if made in good faith and in accordance with the provisions of this
         Article, absent manifest error, and set forth in a Board Resolution.

                  Section 13.11. Responsibility of Trustee for Conversion
                                 Provisions.

                           The Trustee has no duty to determine when an
         adjustment under this Article XIII should be made, how it should be
         made or what it should be. Unless and until the Trustee shall receive a
         notice of an adjustment in the Conversion Rate pursuant to Section
         13.5(a), it may assume without inquiry that no such adjustment is
         required. The Trustee makes no representation as to the validity or
         value of any securities or assets issued upon conversion of Securities.
         The Trustee shall not be responsible for any failure of the Company to
         comply with this Article XIII. Each Conversion Agent other than the
         Company shall have the same protection under this Section 13.11 as the
         Trustee.

                           The rights, privileges, protections, immunities and
         benefits given to the Trustee under this Indenture including, without
         limitation, its rights to be indemnified, are extended to, and shall be
         enforceable by the Trustee in each of its capacities hereunder, and
         each Paying Agent or Conversion Agent, other than the Company, acting
         hereunder.

                  Section 13.12. Unconditional Right of Holders to Convert.

                           Notwithstanding any other provision in this
         Indenture, if and to the extent that the Security is convertible
         pursuant to this Article XIII, the Holder of any Security shall have
         the right, which is absolute and unconditional, to convert its Security
         in accordance with this Article XIII and to bring an action against the
         Company for the enforcement of any such right to convert, and such
         rights shall not be impaired or affected without the consent of such
         Holder.

                                   ARTICLE XIV

                                  MISCELLANEOUS

                  Section 14.1. Trust Indenture Act Controls. If any provision
of this Indenture limits, qualifies, or conflicts with the duties imposed by TIA
Section 318(c), such section of the TIA shall control. If any provision of this
Indenture expressly modifies or excludes any provision of the TIA that may be so
modified or excluded, the Indenture provision so modifying or excluding such
provision of the TIA shall be deemed to apply.

                  Section 14.2. Notices. Any request, demand, authorization,
notice, waiver, consent or communication shall be in writing and delivered in
person (including by commercial courier services) or mailed by first-class mail,
postage prepaid, addressed as follows or transmitted by facsimile transmission
(confirmed by guaranteed overnight courier) to the following facsimile numbers:

                                       75
<PAGE>

         if to the Company:

         KOMAG, INCORPORATED
         1710 Automation Parkway
         San Jose, California 95131
         Attention: Chief Financial Office
         Facsimile No.: (408) 944-9255

         if to the Trustee:

         U.S. BANK NATIONAL ASSOCIATION
         LM-CA-T24T
         633 West Fifth Street, 24th Floor
         Los Angeles, California 90071
         Attention: Corporate Trust Services
                    (Komag, Incorporated
                    __% Convertible Subordinated Notes due 2024)
         Facsimile No.: (213) 615-6197

                  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.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication 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, Bid Solicitation Agent or co-registrar.

         Section 14.3. 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, the Bid Solicitation Agent and anyone else shall have the
protection of TIA Section 312(c).

         Section 14.4. Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture (except in connection with the original
issuance of Securities), the Company shall furnish to the Trustee:

                                       76
<PAGE>

                  (a)      an Officer's 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.

         Section 14.5. Statements Required in Certificate or Opinion.

                  Each Officer's 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 Officer's
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 Officer's 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.

                  In giving such Opinion of Counsel, counsel may rely as to
factual matters on an Officer's Certificate or on certificates of public
officials.

         Section 14.6. 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 14.7. Rules by Trustee, Paying Agent, Conversion Agent, Bid
                       Solicitation Agent, Registrar.

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

         Section 14.8. Legal Holidays.

                  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, if any, shall accrue for the intervening
period.

                                       77
<PAGE>

         Section 14.9. Governing Law; Submission to Jurisdiction; Service of
                       Process.

                  This Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.

                  The Company submits to the non-exclusive jurisdiction of the
courts of the State of New York and the courts of the United States of America,
in each case located in the Borough of Manhattan, New York, New York over any
suit, action or proceeding arising under or in connection with this Indenture or
the transactions contemplated hereby or the Securities. The Company waives any
objection that it may have to the venue of any suit, action or proceeding
arising under or in connection with this Indenture or the transactions
contemplated hereby or the Securities in the courts of the State of New York or
the courts of the United States of America, in each case located in the Borough
of Manhattan, New York, New York, or that such suit, action or proceeding
brought in the courts of the State of New York or the courts of the United
States of America, in each case located in the Borough of Manhattan, New York,
New York, was brought in an inconvenient court and agrees not to plead or claim
the same.

                  The Company agrees that service of all writs, process and
summonses in any suit, action or proceeding arising under or in connection with
this Indenture or the transactions contemplated thereby or the Securities
against the Company in any court of the State of New York or any United States
Federal court, in each case, sitting in the Borough of Manhattan, New York, New
York, may be made upon CT Corporation System at 111 Eighth Avenue, New York, New
York 10011, whom the Company irrevocably appoints as its authorized agent for
service of process. The Company represents and warrants that CT Corporation
System has agreed to act as the Company's agent for service of process. The
Company agrees that such appointment shall be irrevocable until the irrevocable
appointment by the Company of a successor in New York, New York as its
authorized agent for such purpose and the acceptance of such appointment by such
successor. The Company further agrees to take any and all action, including the
filing of any and all documents and instruments that may be necessary to
continue such appointment in full force and effect as aforesaid. If CT
Corporation System shall cease to act as the agent for service of process for
the Company, the Company shall appoint without delay, another such agent and
provide prompt written notice to the Trustee of such appointment.

         Section 14.10. No Recourse Against Others.

                  No recourse under or upon any obligation, covenant or
agreement contained in this Indenture, or in any Security, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as such,
or against any past, present or future stockholder, officer or director, as
such, of the Company or of any successor, either directly or through the Company
or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders and as part of the consideration for
the issue of the Securities.

                                       78
<PAGE>

         Section 14.11. 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 14.12. Multiple Originals.

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

                                     * * * *

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       79
<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.

                                        KOMAG, INCORPORATED

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title:__________________________________

                           SIGNATURE PAGE TO INDENTURE

<PAGE>

                                        U.S. BANK NATIONAL ASSOCIATION,
                                        As Trustee

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title:__________________________________

                           SIGNATURE PAGE TO INDENTURE

<PAGE>

                                    EXHIBIT A

                           [FORM OF FACE OF SECURITY]

                  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.](1)

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

(1) This legend should be included only if the Security is a Global Security.

                                      A-1
<PAGE>

                               KOMAG, INCORPORATED

                 __.___% CONVERTIBLE SUBORDINATED NOTES DUE 2024

No. _______________________                                CUSIP: ______________

         KOMAG, INCORPORATED, a Delaware corporation (the "Company", which term
shall include any successor corporation under the Indenture referred to on the
reverse hereof), promises to pay to _____________________, or registered
assigns, the principal amount of _______________ Dollars ($_________) [, or such
greater or lesser amount as is indicated in the records of the Trustee and the
Depositary,](2) on February 1, 2024, and to pay interest thereon from January
___, 2004 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, on February 1 and August 1 in each year (each,
an "INTEREST PAYMENT DATE"), commencing on August 1, 2004, at the rate of
__.___% per annum, until the principal hereof is paid or made available for
payment at February 1, 2024 or upon acceleration, or until such date on which
the Securities are converted, redeemed or purchased as provided herein, and at
the rate of __.___% per annum on any overdue principal and on any overdue
installment of interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date shall, as provided in the Indenture
(as hereinafter defined), be paid to the Person in whose name this Security (or
one or more predecessor Securities) is registered at the close of business on
the regular record date for such interest, which shall be the January 15 or July
15 (whether or not a Business Day), as the case may be, next preceding the
corresponding Interest Payment Date (a "REGULAR RECORD DATE"). Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date and may be paid (a) to the Person in
whose name this Security (or one or more predecessor Securities) is registered
at the close of business on a special record date for the payment of such
defaulted interest to be fixed by the Trustee (a "SPECIAL RECORD DATE"), notice
whereof shall be given to Holders not less than 10 calendar days prior to such
Special Record Date, or (b) at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse side of this Security, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
_____________________

(2) This phrase should be included only if the Security is a Global Security.

                                      A-2
<PAGE>

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

Dated:                                  KOMAG, INCORPORATED

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title:__________________________________

                                      A-3
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Securities referred to in the
within-mentioned Indenture.

Dated:                                  U.S. BANK NATIONAL ASSOCIATION,
                                        as Trustee

                                        By: ____________________________________

                                        ________________________________________
                                        Authorized Signatory

                                      A-4
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

                 __.___% Convertible Subordinated Notes due 2024

                  This Security is one of a duly authorized issue of __.___%
Convertible Subordinated Notes due 2024 (the "Securities") of KOMAG,
INCORPORATED, a Delaware corporation (including any successor corporation under
the Indenture hereinafter referred to, the "Company"), issued under an
Indenture, dated as of January ___, 2004 (the "Indenture"), between the Company
and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the "Trustee"). The terms of the
Security include those stated in the Indenture, those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended ("TIA"), and those
set forth in this Security. This Security is subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of all such
terms. To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Security and the terms of the Indenture,
the terms of the Indenture shall control. Capitalized terms used but not defined
herein have the meanings assigned to them in the Indenture referred to below
unless otherwise indicated.

         1.       Interest.

                  Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.

                  If this Security is redeemed pursuant to Section 5 of this
Security or the Holder elects to require the Company to purchase this Security
pursuant to Section 6 of this Security, on a date that is after the Regular
Record Date and on or before the corresponding Interest Payment Date, interest
accrued and unpaid hereon to, but excluding, the applicable Redemption Date or
Fundamental Change Purchase Date shall be paid to the same Holder to whom the
Company pays the principal of this Security.

                  Interest on Securities converted after the close of business
on a Regular Record Date but prior to the opening of business on the
corresponding Interest Payment Date shall be paid to the Holder of the
Securities on the Regular Record Date but, upon conversion, the Holder must pay
the Company the interest which has accrued and shall be paid on such Interest
Payment Date. No such payment need be made with respect to Securities which
shall be converted after a Regular Record Date and prior to the opening of
business on the corresponding Interest Payment Date after being called for
redemption or subject to purchase upon a Fundamental Change.

         2.       Method of Payment.

                  Payment of the principal of and interest on the Securities
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts. The Holder
must surrender the Securities to the Paying Agent to collect payment of
principal. Payment of interest on Certificated Securities shall be made by check
mailed to the address of the Person entitled thereto as such address appears in
the Register and payment of interest on Certificated Securities in

                                      A-5
<PAGE>

aggregate principal amount in excess of $5,000,000 shall be made by wire
transfer in immediately available funds at the written election of such Holder.
Notwithstanding the foregoing, so long as the Securities are registered in the
name of a Depositary or its nominee, all payments with respect to the Securities
shall be made by wire transfer of immediately available funds to the account of
the Depositary or its nominee.

         3.       Paying Agent, Registrar, Conversion Agent, Bid Solicitation
                  Agent.

                  Initially, U.S. Bank National Association shall act as Paying
Agent, Registrar, Conversion Agent and Bid Solicitation Agent. The Company may
appoint and change any Paying Agent, Registrar, Conversion Agent and Bid
Solicitation Agent without notice, other than notice to the Trustee; provided
that the Company shall maintain at least one Paying Agent in Borough of
Manhattan, New York, New York, 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, Registrar or Conversion Agent. The Company or any of
its Subsidiaries or any of their Affiliates may not act as Bid Solicitation
Agent.

         4.       Indenture.

                  The Securities are general unsecured, subordinated obligations
of the Company limited to up to $80,500,000 aggregate principal amount. The
Indenture does not limit other indebtedness of the Company, secured or
unsecured.

         5.       Redemption of the Notes by the Company.

                  The Securities are not redeemable prior to February 6, 2007.
On and after February 6, 2007, the Company shall have the option to redeem the
Securities for cash, in whole or in part, at any time or from time to time, upon
not less than 20 days', nor more than 60 days', notice by mail at the redemption
prices (expressed as percentages of the principal amount) set forth below plus
accrued and unpaid interest on those Securities, to, but excluding, the
Redemption Date:

<TABLE>
<CAPTION>
                 Date                              Percentage
                 ----                              ----------
<S>                                                <C>
February 6, 2007 to January 31, 2008                10__.__%
February 1, 2008 to January 31, 2009                10__.__%
February 1, 2009 to January 31, 2010                10__.__%
February 1, 2010 to January 31, 2011                10__.__%
February 1, 2011 and thereafter                      100.00%
</TABLE>

                  Notice of redemption pursuant to this Section of this Security
shall be mailed at least 20 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 cash 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 10:00 a.m., New York City time, on the Redemption Date,
then, on such Redemption Date interest ceases to accrue on such Securities or
portions thereof. Securities in denominations larger than $1,000 of

                                      A-6
<PAGE>

principal amount may be redeemed in part but only in integral multiples of
$1,000 of principal amount.

         6.       Purchase by the Company at the Option of the Holder or Upon a
                  Fundamental Change.

                  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 on February 1, 2011, February
1, 2014 and February 1, 2019 in integral multiples of $1,000 at the Purchase
Price in cash. To exercise such right, a Holder shall deliver to the Paying
Agent a Purchase Notice containing the information set forth in the Indenture,
at any time from the opening of business on the date that is 20 Business Days
prior to the relevant Purchase Date until the close of business on the fifth
Business Day prior to such Purchase Date, and shall deliver the Securities to
the Paying Agent as set forth in the Indenture.

                  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 upon a Fundamental Change in
integral multiples of $1,000 at the Fundamental Change Purchase Price in cash.
To exercise such right, a Holder shall deliver to the Paying Agent a Fundamental
Change Purchase Notice containing the information set forth in the Indenture at
any time on or before the 30th Business Day after the date of the Company's
notice of the Fundamental Change (subject to extension to comply with applicable
law), and shall deliver the Securities to the Paying Agent as set forth in the
Indenture.

                  Holders have the right to withdraw any Purchase Notice or
Fundamental Change Purchase Notice 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 Purchase Price or Fundamental
Change Purchase Price, as the case may be, of all Securities or portions thereof
to be purchased on the Purchase Date or the Fundamental Change Purchase Date, as
the case may be, is deposited with the Paying Agent, at 10:00 a.m., New York
City time, on the Purchase Date or the Fundamental Change Purchase Date, as the
case may be, such Securities shall cease to be outstanding and interest on such
Securities shall cease to accrue and the Holder thereof shall have no other
rights as such other than the right to receive the Purchase Price or Fundamental
Change Purchase Price upon surrender of such Security.

         7.       Conversion.

                  Subject to and in compliance with the provisions of the
Indenture (including, without limitation, the conditions to conversion of this
Security set forth in Section 13.1 thereof), a Holder is entitled, at such
Holder's option, to convert the Holder's Security (or any portion of the
principal amount thereof that is $1,000 or an integral multiple $1,000), into
fully paid and nonassessable shares of Common Stock at the Conversion Rate in
effect on the date of conversion, except if the conversion is a

                                       A-7
<PAGE>

Principal Value Conversion. Upon any Principal Value Conversion, a Holder is
entitled to receive cash, Common Stock or a combination thereof, at the
Company's option equal to the principal amount of the Security, plus accrued and
unpaid interest thereon, if any in the manner specified in the Indenture. Any
Common Stock delivered upon a Principal Value Conversion shall be valued at the
Principal Value Conversion Stock Valuation, instead of the Conversion Rate, in
the manner specified in the Indenture.

                  The Company shall notify Holders of any event triggering the
right to convert the Securities as specified above in accordance with the
Indenture.

                  A Security in respect of which a Holder has delivered a
Purchase Notice or Fundamental Change Purchase Notice, as the case may be,
exercising the right of such Holder to require the Company to purchase such
Security may be converted only if such Purchase Notice or Fundamental Change
Purchase Notice is withdrawn in accordance with the terms of the Indenture.

                  The initial Conversion Rate is __.____ shares of Common Stock
per $1,000 principal amount of this Security, subject to adjustment in certain
events described in the Indenture. This reflects an initial Conversion Price of
$___.___.

                  To surrender a Security for conversion, a Holder must, in the
case of Global Securities, comply with the Applicable Procedures of the
Depositary in effect at that time, and in the case of Certificated Securities,
(1) surrender the Security to the Conversion Agent, (2) complete and manually
sign the conversion notice below (or complete and manually sign a facsimile of
such notice) and deliver such notice to the Conversion Agent, (3) if required by
the Conversion Agent, furnish appropriate endorsements and transfer documents
and (4) pay all funds required, if any, relating to interest, and any transfer
or similar tax or duty, if required.

                  No fractional share of Common Stock shall be issued upon
conversion of any Security. Instead, the Company shall pay a cash adjustment as
provided in the Indenture.

                  No payment or adjustment shall be made for accrued and unpaid
interest or dividends on the Common Stock, except as provided in the Indenture.

                  If the Company (i) is a party to a consolidation, merger or
binding share exchange (ii) reclassifies the Common Stock or (iii) conveys,
transfers or leases its properties and assets substantially as an entirety to
any Person, the right to convert a Security into shares of Common Stock may be
changed into a right to convert it into securities, cash or other assets of the
Company or such other Person, in each case in accordance with the Indenture.

         8.       Denominations; Transfer; Exchange.

                  The Securities are in fully registered form (except in the
case of a Global Security), 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

                                      A-8
<PAGE>

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 Purchase Notice or Fundamental
Change Purchase 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.

         9.       Persons Deemed Owners.

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

         10.      Unclaimed Money or Securities.

                  The Trustee and the Paying Agent shall return to the Company
upon written request any cash 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.

         11.      Subordination.

                  The indebtedness evidenced by the Securities is, to the extent
and in the manner provided in the Indenture, expressly subordinate and subject
in right of payment to the prior payment in full of all Senior Debt of the
Company, as defined in the Indenture, whether outstanding at the date of the
Indenture or thereafter incurred, and this Security is issued subject to the
provisions of the Indenture with respect to such subordination. Each Holder of
this Security, by accepting the same, agrees to and shall be bound by such
provisions and authorizes the Trustee on its behalf to take such action as may
be necessary or appropriate to effectuate the subordination so provided and
appoints the Trustee his attorney-in-fact for such purpose.

         12.      Amendment; Waiver.

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

                  Without the consent of any Holder, the Company and the Trustee
may amend the Indenture or the Securities to (i) add to the covenants of the
Company for the benefit of the Holders of Securities, (ii) provide the Trustee
with a lien pursuant to Section 9.7; (iii) surrender any right or power
conferred upon the Company in the Indenture, (iv) add guarantees, (v) secure the
Securities, (vi) provide for

                                      A-9
<PAGE>
conversion rights of Holders of Securities if any reclassification or change of
the Company's Common Stock or any consolidation, merger or sale of all or
substantially all of the Company's assets occurs pursuant to Section 13.4 of the
Indenture, (vii) provide for the assumption of the Company's obligations to the
Holders of Securities in the case of a merger, consolidation, conveyance,
transfer, sale, lease or other disposition pursuant to Article VII of the
Indenture, (viii) increase the Conversion Rate; provided, however, that such
increase in the Conversion Rate shall not adversely affect the interest of the
Holders of Securities (after taking into account tax and other consequences of
such increase), (ix) comply with the requirements of the SEC in order to effect
or maintain the qualification of the Indenture under the TIA, (x) cure any
ambiguity, correct or supplement any provision in the Indenture which may be
inconsistent with any other provision therein or which is otherwise defective,
or to make any other provisions with respect to matters or questions arising
under the Indenture which the Company may deem necessary or desirable and which
shall not be inconsistent with the provisions of the Indenture; provided,
however, that such action pursuant to this clause does not, in the good faith
opinion of the Board of Directors of the Company (as evidenced by a Board
Resolution) and the Trustee, adversely affect the interests of the Holders of
Securities in any material respect, (xi) to evidence the succession of another
Person to the Company or any other obligor upon the Securities, and the
assumption by any such successor of the covenants of the Company or such obligor
herein and in the Securities, in each case in compliance with the provisions of
the Indenture, (xii) to evidence and provide the acceptance of the appointment
of a successor trustee thereunder and (xiii) add or modify any other provisions
in the Indenture with respect to matters or questions arising thereunder which
the Company and the Trustee may deem necessary or desirable and which shall not
adversely affect the interests of the Holders of Securities.

         13.      Defaults and Remedies.

                  If any Event of Default (other than as a result of certain
events of bankruptcy, insolvency or reorganization of the Company) occurs and is
continuing, the principal of all the Securities may be declared due and payable
in the manner and with the effect provided in the Indenture. If an Event of
Default occurs as a result of certain events of bankruptcy, insolvency or
reorganization of the Company, the principal of all the Securities shall become
due and payable immediately without any declaration or other act on the part of
the Trustee or any Holder, all as and to the extent provided in the Indenture.

         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.

                                      A-10
<PAGE>

         15.      Calculations in Respect of Securities.

                  The Company or its agents shall be responsible for making all
calculations called for under the Securities including, but not limited to,
determination of the Closing Sale Price of the Applicable Stock, the number of
shares of Applicable Stock issuable upon conversion and the amount of interest
on the Securities. Any calculations made in good faith and without manifest
error shall be final and binding on Holders of the Securities. The Company or
its agents shall be required to deliver to the Trustee a schedule of its
calculations and the Trustee shall be entitled to conclusively rely upon the
accuracy of such calculations without independent verification.

         16.      No Recourse Against Others.

                  No recourse under or upon any obligation, covenant or
agreement contained in the Indenture, or in this Security, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as such,
or against any past, present or future stockholder, officer or director, as
such, of the Company or of any successor, either directly or through the Company
or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders and as part of the consideration for
the issue of the Securities.

         17.      Authentication.

                  This Security shall not be valid until an authorized signatory
of the Trustee signs, manually or by facsimile, 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 Holder 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.      INDENTURE TO CONTROL; GOVERNING LAW.

                  IN THE CASE OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS
SECURITY AND THE INDENTURE, THE PROVISIONS OF THE INDENTURE SHALL CONTROL. THE
INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

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

                                      A-11
<PAGE>

                  KOMAG, INCORPORATED
                  1710 Automation Parkway
                  San Jose, California 95131
                  Attention: Investor Relations
                  Facsimile No.: (408) 576-2000

                                      A-12
<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.

                                        Your Signature(s):

Date: _______________________

                                        ________________________________________
                                        (Sign exactly as your name(s) appears on
                                        the other side of this Security)

Signature Guaranteed

_____________________________________
Participant in a Recognized Signature
Guarantee Medallion Program

By: _________________________________
           Authorized Signatory

                                      A-13
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have this Security purchased by the Company pursuant to Article
IV (Purchase at the Option of Holders on Specific Dates) or Article V (Purchase
at the Option of Holders Upon a Fundamental Change) of the Indenture, check the
box: Article IV [ ] Article V [ ].

If this Security is to be purchased by the Company pursuant to Article IV of the
Indenture, check the box for the applicable Purchase Date: February 1, 2011 [ ]
February 1, 2014 [ ] February 1, 2019 [ ].

If you wish to have a portion of this Security purchased by the Company pursuant
to Article IV or Article V of the Indenture, as applicable, state the amount
(which must be $1,000 or an integral multiple of $1,000): $ ______________.

If certificated, the certificate numbers of the Securities to be delivered for
purchase are: __________________.

Any purchase of Securities pursuant hereto shall be pursuant to the terms and
conditions specified in the Indenture.

                                        Your Signature(s):

Date: _______________________

                                        ________________________________________
                                        (Sign exactly as your name(s) appears on
                                        the other side of this Security)

Signature Guaranteed

_____________________________________
Participant in a Recognized Signature
Guarantee Medallion Program

By: _________________________________
           Authorized Signatory

                                      A-14
<PAGE>

                                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. or tax ID no.)

________________________________________________________________________________

________________________________________________________________________________

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

                                        Your Signature(s):

Date: _______________________

                                        ________________________________________
                                        (Sign exactly as your name(s) appears on
                                        the other side of this Security)

Signature Guaranteed

_____________________________________
Participant in a Recognized Signature
Guarantee Medallion Program

By: __________________________________
            Authorized Signatory

                                      A-15