<PAGE>   1
                                                                 Exhibit 4.1


                                 SPX CORPORATION

                         Liquid Yield Option (TM) Notes
                                    due 2021
                              (Zero Coupon-Senior)

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

                                    INDENTURE

                          Dated as of February 6, 2001

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

                            THE CHASE MANHATTAN BANK

                                     TRUSTEE

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

                   (TM)Trademark of Merrill Lynch & Co., Inc.
<PAGE>   2
CROSS REFERENCE TABLE*

<TABLE>
<S>                                                                       <C>
IA Section......................................................          Indenture Section
310(a)(1).......................................................                7.10
     (a)(2).....................................................                7.10
     (a)(3).....................................................                N.A.
     (a)(4).....................................................                N.A.
     (b)........................................................             7.08; 7.10
     (c)........................................................                N.A.
311(a)..........................................................                7.11
     (b)........................................................                7.11
     (c)........................................................                N.A.
312(a)..........................................................                2.05
     (b)........................................................                13.03
     (c)........................................................                13.03
313(a)..........................................................                7.06
     (b)(1).....................................................                N.A.
     (b)(2).....................................................                7.06
     (c)........................................................                13.02
     (d)........................................................                7.06
314(a)..........................................................          4.02; 4.03; 13.02
     (b)........................................................                N.A.
     (c)(1).....................................................                13.04
     (c)(2).....................................................                13.04
     (c)(3).....................................................                N.A.
     (d)........................................................                N.A.
     (e)........................................................                13.05
     (f)........................................................                N.A.
315(a)..........................................................                7.01
     (b)........................................................             7.05; 13.02
     (c)........................................................                7.01
     (d)........................................................                7.01
     (e)........................................................                6.11
316(a) (last sentence)..........................................                2.08
     (a)(1)(A)..................................................                6.05
     (a)(1)(B)..................................................                6.04
     (a)(2).....................................................                N.A.
     (b)........................................................                6.07
317(a)(1).......................................................                6.08
     (a)(2).....................................................                6.09
     (b)........................................................                2.04
318(a)..........................................................                13.01
                                      N.A. means Not Applicable.
</TABLE>

--------
*        Note: This Cross Reference Table shall not, for any purpose, be deemed
         to be part of the Indenture.
<PAGE>   3
                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
              ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

   SECTION 1.01         Definitions..............................................................................    1
   SECTION 1.02         Other Definitions........................................................................    5
   SECTION 1.03         Incorporation by Reference of Trust Indenture Act........................................    6
   SECTION 1.04         Rules of Construction....................................................................    7
   SECTION 1.05         Acts of Holders..........................................................................    7

                            ARTICLE 2 THE SECURITIES

   SECTION 2.01         Form and Dating..........................................................................    8
   SECTION 2.02         Execution and Authentication.............................................................   10
   SECTION 2.03         Registrar, Paying Agent, Conversion Agent and Bid Solicitation Agent.....................   10
   SECTION 2.04         Paying Agent to Hold Money and Securities in Trust.......................................   11
   SECTION 2.05         Securityholder Lists.....................................................................   11
   SECTION 2.06         Transfer and Exchange....................................................................   11
   SECTION 2.07         Replacement Securities...................................................................   13
   SECTION 2.08         Outstanding Securities; Determinations of Holders' Action................................   14
   SECTION 2.09         Temporary Securities.....................................................................   14
   SECTION 2.10         Cancellation.............................................................................   15
   SECTION 2.11         Persons Deemed Owners....................................................................   15
   SECTION 2.12         Global Securities........................................................................   15
   SECTION 2.13         CUSIP Numbers............................................................................   20

                       ARTICLE 3 REDEMPTION AND PURCHASES

   SECTION 3.01         Right to Redeem; Notices to Trustee......................................................   20
   SECTION 3.02         Selection of Securities to Be Redeemed...................................................   21
   SECTION 3.03         Notice of Redemption.....................................................................   21
   SECTION 3.04         Effect of Notice of Redemption...........................................................   22
   SECTION 3.05         Deposit of Redemption Price..............................................................   22
   SECTION 3.06         Securities Redeemed in Part..............................................................   22
   SECTION 3.07         Conversion Arrangement on Call for Redemption............................................   23
   SECTION 3.08         Purchase of Securities at Option of the Holder...........................................   23
   SECTION 3.09         Purchase of Securities at Option of the Holder upon Change in Control....................   29
   SECTION 3.10         Effect of Purchase Notice or Change in Control Purchase Notice...........................   32
   SECTION 3.11         Deposit of Purchase Price or Change in Control Purchase Price............................   34
   SECTION 3.12         Securities Purchased in Part.............................................................   34
   SECTION 3.13         Covenant to Comply With Securities Laws Upon Purchase of Securities......................   34
   SECTION 3.14         Repayment to the Company.................................................................   34
</TABLE>
--------------------
*        Note: This Cross Reference Table shall not, for any purpose, be deemed
         to be part of the Indenture.


                                       i
<PAGE>   4
<TABLE>
<S>                                                                                                                 <C>
                               ARTICLE 4 COVENANTS

   SECTION 4.01         Payment of Securities....................................................................   35
   SECTION 4.02         SEC and Other Reports....................................................................   35
   SECTION 4.03         Compliance Certificate...................................................................   35
   SECTION 4.04         Further Instruments and Acts.............................................................   36
   SECTION 4.05         Maintenance of Office or Agency..........................................................   36
   SECTION 4.06         Delivery of Certain Information..........................................................   36
   SECTION 4.07         Calculation of Original Issue Discount...................................................   36

                         ARTICLE 5 SUCCESSOR CORPORATION

   SECTION 5.01         When Company May Merge or Transfer Assets................................................   37

                         ARTICLE 6 DEFAULTS AND REMEDIES

   SECTION 6.01         Events of Default........................................................................   38
   SECTION 6.02         Acceleration.............................................................................   40
   SECTION 6.03         Other Remedies...........................................................................   40
   SECTION 6.04         Waiver of Past Defaults..................................................................   40
   SECTION 6.05         Control by Majority......................................................................   41
   SECTION 6.06         Limitation on Suits......................................................................   41
   SECTION 6.07         Rights of Holders to Receive Payment.....................................................   41
   SECTION 6.08         Collection Suit by Trustee...............................................................   42
   SECTION 6.09         Trustee May File Proofs of Claim.........................................................   42
   SECTION 6.10         Priorities...............................................................................   42
   SECTION 6.11         Undertaking for Costs....................................................................   43
   SECTION 6.12         Waiver of Stay, Extension or Usury Laws..................................................   43

                                ARTICLE 7 TRUSTEE

   SECTION 7.01         Duties of Trustee........................................................................   44
   SECTION 7.02         Rights of Trustee........................................................................   45
   SECTION 7.03         Individual Rights of Trustee.............................................................   46
   SECTION 7.04         Trustee's Disclaimer.....................................................................   46
   SECTION 7.05         Notice of Defaults.......................................................................   46
   SECTION 7.06         Reports by Trustee to Holders............................................................   47
   SECTION 7.07         Compensation and Indemnity...............................................................   47
   SECTION 7.08         Replacement of Trustee...................................................................   48
   SECTION 7.09         Successor Trustee by Merger..............................................................   48
   SECTION 7.10         Eligibility; Disqualification............................................................   49
   SECTION 7.11         Preferential Collection of Claims Against Company........................................   49

                        ARTICLE 8 DISCHARGE OF INDENTURE

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

                              ARTICLE 9 AMENDMENTS

   SECTION 9.01         Without Consent of Holders...............................................................   49
</TABLE>


                                       ii
<PAGE>   5
<TABLE>
<S>                                                                                                                 <C>
   SECTION 9.02           With Consent of Holders................................................................   50
   SECTION 9.03           Compliance with Trust Indenture Act....................................................   51
   SECTION 9.04           Revocation and Effect of Consents, Waivers and Actions.................................   51
   SECTION 9.05           Notation on or Exchange of Securities..................................................   51
   SECTION 9.06           Trustee to Sign Supplemental Indentures................................................   51
   SECTION 9.07           Effect of Supplemental Indentures......................................................   51

                          ARTICLE 10 SPECIAL TAX EVENT CONVERSION

   SECTION 10.01          Optional Conversion to Semiannual Coupon Note Upon Tax Event...........................   52

                              ARTICLE 11 CONVERSION

   SECTION 11.01          Conversion Privilege...................................................................   52
   SECTION 11.02          Conversion Procedure...................................................................   53
   SECTION 11.03          Fractional Shares......................................................................   54
   SECTION 11.04          Taxes on Conversion....................................................................   55
   SECTION 11.05          Company to Provide Stock...............................................................   55
   SECTION 11.06          Adjustment for Change In Capital Stock.................................................   55
   SECTION 11.07          Adjustment for Rights Issue............................................................   56
   SECTION 11.08          Adjustment for Other Distributions.....................................................   57
   SECTION 11.09          When Adjustment May Be Deferred........................................................   60
   SECTION 11.10          When No Adjustment Required............................................................   60
   SECTION 11.11          Notice of Adjustment...................................................................   60
   SECTION 11.12          Voluntary Increase.....................................................................   60
   SECTION 11.13          Notice of Certain Transactions.........................................................   61
   SECTION 11.14          Reorganization of Company; Special Distributions.......................................   61
   SECTION 11.15          Company Determination Final............................................................   62
   SECTION 11.16          Trustee's Adjustment Disclaimer........................................................   62
   SECTION 11.17          Simultaneous Adjustments...............................................................   62
   SECTION 11.18          Successive Adjustments.................................................................   62
   SECTION 11.19          Rights Issued in Respect of Common Stock Issued Upon Conversion........................   62

                         ARTICLE 12 PAYMENT OF INTEREST

   SECTION 12.01          Interest Payments......................................................................   63
   SECTION 12.02          Defaulted Interest.....................................................................   63
   SECTION 12.03          Interest Rights Preserved..............................................................   64

                            ARTICLE 13 MISCELLANEOUS

   SECTION 13.01          Trust Indenture Act Controls...........................................................   64
   SECTION 13.02          Notices................................................................................   64
   SECTION 13.03          Communication by Holders with Other Holders............................................   65
   SECTION 13.04          Certificate and Opinion as to Conditions Precedent.....................................   66
   SECTION 13.05          Statements Required in Certificate or Opinion..........................................   66
   SECTION 13.06          Separability Clause....................................................................   66
   SECTION 13.07          Rules by Trustee, Paying Agent, Conversion Agent and Registrar.........................   66
   SECTION 13.08          Calculations...........................................................................   66
</TABLE>


                                       iii
<PAGE>   6
<TABLE>
<S>                                                                                                                 <C>
   SECTION 13.09          Legal Holidays.........................................................................   67
   SECTION 13.10          GOVERNING LAW..........................................................................   67
   SECTION 13.11          No Recourse Against Others.............................................................   67
   SECTION 13.12          Successors.............................................................................   67
   SECTION 13.13          Multiple Originals.....................................................................   67
</TABLE>


                                       iv
<PAGE>   7
                  INDENTURE dated as of February 6, 2001 between SPX
CORPORATION, a Delaware corporation ("Company"), and THE CHASE MANHATTAN BANK, a
New York banking corporation ("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
Liquid Yield Option(TM) Notes due 2021 (Zero Coupon - Senior) ("Securities"):

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.01 Definitions.

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

                  "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.

                  "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.

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

                  "Business Day" means each day of the year other than a
Saturday or a Sunday or other day on which banking institutions in The City of
New York are required or authorized to close.

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

                  "Certificated Securities" means Securities that are in the
form of the Securities attached hereto as Exhibit A-2.
<PAGE>   8
                  "Common Stock" shall mean the shares of Common Stock, $10.00
par value, of the Company as it exists on the date of this Indenture or any
other shares of Capital Stock of the Company into which the Common Stock shall
be reclassified or changed.

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

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

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 450 West 33rd Street, New York, NY
10001, Attention: Institutional Trust Services, or such other address as the
Trustee may designate from time to time by notice to the Company, or the
principal corporate trust office of any successor Trustee (or such other address
as a successor Trustee may designate from time to time by notice to the
Company).

                  "Debt" means with respect to the Company at any date, without
duplication, obligations (other than nonrecourse obligations) for borrowed money
or evidenced by bonds, debentures, notes or similar instruments.

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

                  "Global Securities" means Securities that are in the form of
the Securities attached hereto as Exhibit A-1, and to the extent that such
Securities are required to bear the Legend required by Section 2.06, such
Securities will be in the form of a 144A Global Security.

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

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

                  "Institutional Accredited Investor Security" means a Security
in the form of the Security attached hereto as Exhibit A-2, representing
Securities sold to Institutional Accredited Investors.

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

                  "Issue Price" of any Security means, in connection with the
original issuance of such Security, the initial issue price at which the
Security is sold as set forth on the face of the Security.


                                       2
<PAGE>   9
                  "Officer" means the Chairman of the Board, the Vice Chairman,
the Chief Executive Officer, the President, any Executive Vice President, any
Senior Vice President, any Vice President, the Treasurer or the Secretary or any
Assistant Treasurer or Assistant Secretary of the Company.

                  "Officers' Certificate" means a written certificate containing
the information specified in Sections 13.04 and 13.05, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 4.03 shall be signed by the principal
executive financial or accounting Officer of the Company but need not contain
the information specified in Sections 13.04 and 13.05.

                  "Opinion of Counsel" means a written opinion containing the
information specified in Sections 13.04 and 13.05, from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of, or counsel to, the
Company or the Trustee.

                  "Original Issue Discount" of any Security means the difference
between the Issue Price and the Principal Amount at Maturity of the Security as
set forth on the face of the Security.

                  "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.

                  "Principal Amount at Maturity" of a Security means the
principal amount at maturity as set forth on the face of the Security.

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

                  "Redemption Price" or "redemption price" shall have the
meaning set forth in paragraph 6 of the Securities.

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

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

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

                  "Sale Price" of Capital 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


                                       3
<PAGE>   10
in either case, the average of the average bid and the average ask prices) on
such date as reported in the composite transactions for the principal United
States securities exchange on which the Capital Stock is traded or, if the
Capital Stock is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated. In
the absence of such quotation, the Company shall be entitled to determine the
Sale Price on the basis of such quotations as it considers appropriate.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" means any of the Company's Liquid Yield
Option(TM) Notes due 2021 (Zero Coupon-Senior), as amended or supplemented from
time to time, issued under this Indenture.

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

                  "Special Record Date" means for the payment of any Defaulted
Interest, the date fixed by the Trustee pursuant to Section 12.02.

                  "Stated Maturity", when used with respect to any Security or
any installment of semiannual or contingent interest thereon, means the date
specified in such Security as the fixed date on which an amount equal to the
Principal Amount at Maturity of such Security or such installment of semiannual
or contingent interest is due and payable.

                  "Significant Subsidiary", as such term is defined in Rule 1-02
of Regulation S-X under the Securities Act of 1933, as amended.

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

                  "Tax Event" means that the Company shall have received an
opinion from independent tax counsel experienced in such matters to the effect
that, on or after February 6, 2001, as a result of (a) any amendment to, or
change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein or (b) any amendment to, or change in, an
interpretation or application of such laws or regulations by any legislative
body, court, governmental agency or regulatory authority, in each case which
amendment or change is enacted, promulgated, issued or announced or which
interpretation is issued or announced or which action is taken, on or after
February 6, 2001, there is more than an insubstantial risk that


                                       4
<PAGE>   11
interest (including Original Issue Discount and contingent interest, if any)
payable on the Securities either (i) would not be deductible on a current
accrual basis or (ii) would not be deductible under any other method, in either
case in whole or in part, by the Company (by reason of deferral, disallowance,
or otherwise) for United States federal income tax purposes.

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

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

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

                  SECTION 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                                Defined in
Term                                                                            Section
----                                                                            -------
<S>                                                                          <C>
"Act"......................................................................      1.05(a)
"Agent Members"............................................................      2.12(e)
"Associate"................................................................      3.09(a)
"Average Sale Price".......................................................        11.01
"Bankruptcy Law"...........................................................         6.01
"beneficial owner".........................................................      3.09(a)
"Bid Solicitation Agent'...................................................         2.03
"cash".....................................................................      3.08(b)
"Change in Control"........................................................      3.09(a)
"Change in Control Purchase Date"..........................................      3.09(a)
"Change in Control Purchase Notice"........................................      3.09(c)
"Change in Control Purchase Price".........................................      3.09(a)
"Company Notice"...........................................................      3.08(e)
"Company Notice Date"......................................................      3.08(c)
"Conversion Agent".........................................................         2.03
"Conversion Date"..........................................................        11.02
"Conversion Rate"..........................................................        11.01
"Custodian"................................................................         6.01
"Defaulted Interest".......................................................        12.02
"Depositary"...............................................................      2.01(a)
</TABLE>


                                       5
<PAGE>   12
<TABLE>
<S>                                                                          <C>
"DTC"......................................................................      2.01(a)
"Event of Default".........................................................         6.01
"Exchange Act".............................................................      3.08(d)
"Ex-Dividend Date".........................................................     11.08(b)
"Ex-Dividend Time".........................................................        11.01
"Extraordinary Cash Dividend"..............................................     11.08(a)
"Institutional Accredited Investors".......................................      2.01(b)
"Interest Payment Date"....................................................        10.01
"Legal Holiday"............................................................        13.09
"Legend"...................................................................      2.06(f)
"LYON Market Price"........................................................  Exhibit A-1
"Market Price".............................................................      3.08(d)
"Measurement Period".......................................................     11.08(a)
"noncontingent bond method"................................................         4.07
"Notice of Default"........................................................         6.01
"Option Exercise Date".....................................................        10.01
"Paying Agent".............................................................         2.03
"Post-Distribution Price"..................................................     11.08(b)
"Purchase Date"............................................................      3.08(a)
"Purchase Notice"..........................................................      3.08(a)
"Purchase Price"...........................................................      3.08(a)
"QIBs".....................................................................      2.01(a)
"Registrar"................................................................         2.03
"Regular Record Date"......................................................        10.01
"Relevant Cash Dividends"..................................................     11.08(a)
"Restated Principal Amount"................................................        10.01
"Rights"...................................................................        11.19
"Rights Agreement".........................................................        11.19
"Rule 144A Information"....................................................         4.06
"Securities Act"...........................................................      3.08(d)
"Special Record Date"......................................................        12.02
"Tax Event Date"...........................................................        10.01
"Time of Determination"....................................................        11.01
</TABLE>

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

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.


                                       6
<PAGE>   13
                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company.

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

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

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

                  (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with United States generally accepted accounting
principles as in effect from time to time;

                  (3) "or" is not exclusive;

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

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

                  SECTION 1.05 Acts of Holders.

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

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


                                       7
<PAGE>   14
authority of the Person executing the same, may also be proved in any other
manner which the Trustee deems sufficient.

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

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

                  (e) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a resolution of the Board of
Directors, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for 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 2

                                 THE SECURITIES

                  SECTION 2.01 Form and Dating. The Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibits A-1
and A-2, which are 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.

                  (a) 144A Global Securities. Securities offered and sold within
the United States to "qualified institutional buyers" as defined in Rule 144A
("QIBs") in reliance on Rule 144A shall be issued, initially in the form of a
144A Global Security, which shall be deposited with the Trustee at its Corporate
Trust Office, as custodian for the Depositary and registered in the name of The
Depository Trust Company ("DTC") or the nominee thereof (such depositary, or any
successor thereto, and any such nominee being hereinafter referred to as the


                                       8
<PAGE>   15
"Depositary"), duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate Principal Amount at Maturity of the 144A
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.

                  (b) Institutional Accredited Investor Securities. Except as
provided in this Section 2.01, 2.06 or 2.12, owners of beneficial interests in
Global Securities will not be entitled to receive physical delivery of
Certificated Securities. Securities offered and sold within the United States to
institutional "accredited investors" as defined in Rule 501(a)(1), (2) (3) and
(7) under the Securities Act ("Institutional Accredited Investors") shall be
issued, initially, in the form of an Institutional Accredited Investor Security,
duly executed by the Company and authenticated by the Trustee 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 represent the aggregate Principal Amount at
Maturity of outstanding Securities from time to time endorsed thereon and that
the aggregate Principal Amount at Maturity of outstanding Securities represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges, redemptions and conversions.

                  Any adjustment of the aggregate Principal Amount at Maturity
of a Global Security to reflect the amount of any increase or decrease in the
Principal Amount at Maturity 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 hereof and shall be made on the records of
the Trustee and the Depositary.

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

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

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


                                       9
<PAGE>   16
         THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

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

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

                  Securities bearing the manual or facsimile signatures of an
individual who was at the time of the execution of the Securities the proper
Officer of the Company shall bind the Company, notwithstanding that such
individual has ceased to hold such office prior to the authentication and
delivery of such Securities or did not hold such office at the date of
authentication of such Securities.

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

                  The Trustee shall authenticate and deliver Securities for
original issue in an aggregate Principal Amount at Maturity of up to
$994,750,000 upon a Company Order without any further action by the Company. The
aggregate Principal Amount at Maturity of Securities outstanding at any time may
not exceed the amount set forth in the foregoing sentence, except as provided in
Section 2.07.

                  The Securities shall be issued only in registered form without
coupons and only in denominations of $1,000 of Principal Amount at Maturity and
any integral multiple thereof.

                  SECTION 2.03 Registrar, Paying Agent, Conversion Agent and Bid
Solicitation Agent. The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
("Registrar"), an office or agency where Securities may be presented for
purchase or payment ("Paying Agent") and an office or agency where Securities
may be presented for conversion ("Conversion Agent"). The Company shall also
appoint a bid solicitation agent (the "Bid Solicitation Agent") to act pursuant
to paragraph 5 of the Securities. The Registrar shall keep a register of the
Securities and of their transfer and exchange. The Company may have one or more
co-registrars, one or more additional paying


                                       10
<PAGE>   17
agents and one or more additional conversion agents. The term Paying Agent
includes any additional paying agent, including any named pursuant to Section
4.05. The term Conversion Agent includes any additional conversion agent,
including any named pursuant to Section 4.05.

                  The Company shall enter into an appropriate agency agreement
with any Registrar or co-registrar, Paying Agent, Conversion Agent or Bid
Solicitation Agent (other than the Trustee). The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar, Paying Agent, Conversion Agent or Bid Solicitation Agent,
the Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 7.07. The Company or any Subsidiary or an Affiliate
of either of them may act as Paying Agent, Registrar, Conversion Agent or
co-registrar. None of the Company or any Subsidiary or any Affiliate of either
of them may act as Bid Solicitation Agent.

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

                  SECTION 2.04 Paying Agent to Hold Money and Securities in
Trust. Except as otherwise provided herein, not later than 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 a sum of money (in immediately available
funds if deposited on the due date) or Common Stock sufficient to make such
payments when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money and Common
Stock held by the Paying Agent for the making of payments in respect of the
Securities and shall notify the Trustee of any default by the Company in making
any such payment. At any time during the continuance of any such default, the
Paying Agent shall, upon the written request of the Trustee, forthwith pay to
the Trustee all money and Common Stock so held in trust. If the Company, a
Subsidiary or an Affiliate of either of them acts as Paying Agent, it shall
segregate the money and Common Stock held by it as Paying Agent and hold it as a
separate trust fund. The Company at any time may require a Paying Agent to pay
all money and Common Stock held by it to the Trustee and to account for any
funds and Common Stock disbursed by it. Upon doing so, the Paying Agent shall
have no further liability for the money or Common Stock.

                  SECTION 2.05 Securityholder Lists. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall cause to be furnished to the Trustee at least
semiannually on May 1 and November 1 a listing of Securityholders dated within
15 days of the date on which the list is furnished and at such other times as
the Trustee may request in writing a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of
Securityholders.

                  SECTION 2.06 Transfer and Exchange. Subject to Section 2.12
hereof,

                  (a) upon surrender for registration of transfer of any
Security, together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Securityholder or such Securityholder's attorney
duly authorized in writing, at the office or agency of the


                                       11
<PAGE>   18
Company designated as Registrar or co-registrar pursuant to Section 2.03, the
Company shall execute, and the Trustee upon receipt of a Company Order shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denomination or
denominations, of a like aggregate Principal Amount at Maturity. The Company
shall not charge a service charge for any registration of transfer or exchange,
but the Company may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges that may be imposed in connection with
the registration of transfer or exchange of the Securities from the
Securityholder requesting such registration of transfer or exchange.

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

                  The Company shall not be required to make, and the Registrar
need not register, transfers or exchanges of Securities selected for redemption
(except, in the case of Securities to be redeemed in part, the portion thereof
not to be redeemed) or any Securities in respect of which a Purchase Notice or
Change in Control 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
any Securities for a period of 15 days before the mailing of a notice of
redemption of Securities to be redeemed.

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

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

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

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


                                       12
<PAGE>   19
                  (f) If Securities are issued upon the registration of
transfer, exchange or replacement of Securities subject to restrictions on
transfer and bearing the legends set forth on the form of Security attached
hereto as Exhibits A-1 and A-2 setting forth such restrictions (collectively,
the "Legend"), or if a request is made to remove the Legend on a Security, the
Securities so issued shall bear the Legend, or the Legend shall not be removed,
as the case may be, unless there is delivered to the Company and the Registrar
such satisfactory evidence, which shall include an Opinion of Counsel, as may be
reasonably required by the Company and the Registrar, that neither the Legend
nor the restrictions on transfer set forth therein are required to ensure that
transfers thereof comply with the provisions of Rule 144A or Rule 144 under the
Securities Act or that such Securities are not "restricted" within the meaning
of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory
evidence, or (ii) notification by the Company to the Trustee and Registrar of
the sale of such Security pursuant to a registration statement that is effective
at the time of such sale, the Trustee, at the written direction of the Company,
shall authenticate and deliver a Security that does not bear the Legend. If the
Legend is removed from the face of a Security and the Security is subsequently
held by an Affiliate of the Company, the Company shall use its reasonable best
efforts to reinstate the Legend.

                  The Trustee and the Registrar shall have no obligation or duty
to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Security (including any transfers between or
among Depositary participants or beneficial owners of interests in any Global
Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

                  SECTION 2.07 Replacement Securities. If (a) any mutilated
Security is surrendered to the Trustee, or (b) the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Security, and there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a 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 at Maturity, bearing
a number not contemporaneously outstanding.

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

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


                                       13
<PAGE>   20
                  Every new Security issued pursuant to this Section in lieu of
any mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

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

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

                  If a Security is replaced pursuant to Section 2.07, the
replaced Security ceases to be outstanding unless the Trustee and the Company
receive proof satisfactory to each of them 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 this Indenture,
on a Redemption Date, or on the Business Day following the Purchase Date or a
Change in Control Purchase Date, or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Securities payable on that date, then
immediately after such Redemption Date, Purchase Date, Change in Control
Purchase Date or Stated Maturity, as the case may be, such Securities shall
cease to be outstanding and Original Issue Discount and interest (including
contingent interest), if any, on such Securities shall cease to accrue;
provided, that if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture.

                  If a Security is converted in accordance with Article 11, then
from and after the time of conversion on the Conversion Date, such Security
shall cease to be outstanding and Original Issue Discount and interest
(including contingent interest), if any, shall cease to accrue on such Security.

                  SECTION 2.09 Temporary Securities. Pending the preparation of
definitive Securities, the Company may execute, and upon Company Order the
Trustee shall


                                       14
<PAGE>   21
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 will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 2.03, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities the Company shall execute
and upon Company Order the Trustee shall authenticate and deliver in exchange
therefor a like Principal Amount at Maturity of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.

                  SECTION 2.10 Cancellation. All Securities surrendered for
payment, purchase by the Company pursuant to Article 3, conversion, redemption
or registration of transfer or exchange 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
11. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of by the Trustee in accordance with the Trustee's customary procedure.

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

                  SECTION 2.12 Global Securities.

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


                                       15
<PAGE>   22
transfers of a Certificated Security shall comply with Section 2.06 and Section
2.12(a)(iii) and (iv) below.

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

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

                  (a)      so long as the Securities are Restricted Securities,
                           certification, in the form set forth in Exhibit B-1,
                           and, if requested by the Company or the Registrar,
                           certification in the form set forth in Exhibit B-2,
                           that such beneficial interest in the Global Security
                           is being transferred to an Institutional Accredited
                           Investor in accordance with subparagraphs (a)(1),
                           (2), (3) or (7) of Rule 501 under the Securities Act;

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

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

         then the Trustee shall cause, or direct the Registrar to cause, in
         accordance with the standing instructions and procedures existing
         between the Depositary and the Registrar, the aggregate Principal
         Amount at Maturity of Securities represented by the Global Security to
         be decreased by the aggregate Principal Amount at Maturity of the
         Certificated Security to be issued, shall authenticate and deliver such
         Certificated Security and shall debit or cause to be debited to the
         account of the Person specified in such instructions a beneficial
         interest in the Global Security equal to the Principal Amount at
         Maturity of the Certificated Security so issued.


                                       16
<PAGE>   23
                  (iii) Transfer and Exchange of Certificated Securities. When
                  Certificated Securities are presented to the Registrar with a
                  request:

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

                           (y) to exchange such Certificated Securities for an
                           equal Principal Amount at Maturity of Certificated
                           Securities of other authorized denominations,

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

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

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

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

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

                                    (C) if such Certificated Securities are
                           being transferred pursuant to an exemption from
                           registration (i) a certification to that effect (in
                           the form set forth in Exhibit B-1 and B-2, if
                           applicable) and (ii) if the Company or Registrar so
                           requests, an opinion of counsel or other evidence
                           reasonably satisfactory to them as to the compliance
                           with the restrictions set forth in the Legend.

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

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


                                       17
<PAGE>   24
                           (a) so long as the Securities are Restricted
                           Securities, certification, in the form set forth in
                           Exhibit B-1, that such Certificated Security is being
                           transferred to a QIB in accordance with Rule 144A;
                           and

                           (b) written instructions directing the Trustee to
                           make, or to direct the Registrar to make, an
                           adjustment on its books and records with respect to
                           such Global Security to reflect an increase in the
                           aggregate Principal Amount at Maturity of the
                           Securities represented by the Global Security, such
                           instructions to contain information regarding the
                           Depositary account to be credited with such increase,

                  then the Trustee shall cancel such Certificated Security and
                  cause, or direct the Registrar to cause, in accordance with
                  the standing instructions and procedures existing between the
                  Depositary and the Registrar, the aggregate Principal Amount
                  at Maturity of Securities represented by the Global Security
                  to be increased by the aggregate Principal Amount at Maturity
                  of the Certificated Security to be exchanged, and shall credit
                  or cause to be credited to the account of the Person specified
                  in such instructions a beneficial interest in the Global
                  Security equal to the Principal Amount at Maturity of the
                  Certificated Security so cancelled. If no Global Securities
                  are then outstanding, the Company shall issue and the Trustee
                  shall authenticate, upon Company Order, a new Global Security
                  in the appropriate Principal Amount at Maturity.

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

                  (c) The restrictions imposed by the Legend upon the
transferability of any Security shall cease and terminate when such Security has
been sold pursuant to an effective registration statement under the Securities
Act or transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or, if earlier, upon the expiration of the holding
period applicable to sales thereof under Rule 144(k) under the Securities Act
(or any successor provision). Any Security as to which such restrictions on
transfer shall have expired in accordance with their terms or shall have
terminated may, upon a surrender of such Security for exchange to the Registrar
in accordance with the provisions of this Section 2.12 (accompanied, in the
event that such restrictions on transfer have terminated by reason of a transfer
in compliance with Rule 144 or any successor provision, by an Opinion of Counsel
having substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to the Company, addressed to the Company, the Trustee and
the Registrar and in form acceptable to the Company, to the effect that the
transfer of such Security has been made in compliance with Rule 144 or such
successor provision), be exchanged for a new Security, of like tenor and


                                       18
<PAGE>   25
aggregate Principal Amount at Maturity, which shall not bear the restrictive
Legend. The Company shall inform the Trustee of the effective date of any
registration statement registering the Securities under the Securities Act. The
Trustee and the Registrar shall not be liable for any action taken or omitted to
be taken by it in good faith in accordance with the aforementioned Opinion of
Counsel or registration statement.

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

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

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

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


                                       19
<PAGE>   26
                           (3) Subject to the provisions of clause (5) below,
                           the registered Holder may grant proxies and otherwise
                           authorize any Person, including Agent Members (as
                           defined below) and persons that may hold interests
                           through Agent Members, to take any action which a
                           holder is entitled to take under this Indenture or
                           the Securities.

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

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

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

                                   ARTICLE 3

                            REDEMPTION AND PURCHASES

                  SECTION 3.01 Right to Redeem; Notices to Trustee. The Company,
at its option, may redeem the Securities in accordance with the provisions of
paragraphs 6 and 8 of the Securities. If the Company elects to redeem Securities
pursuant to paragraph 6 of the Securities, it shall notify the Trustee in
writing of the Redemption Date, the Principal Amount at Maturity of


                                       20
<PAGE>   27
Securities to be redeemed, the Redemption Price and the amount of contingent
interest, if any, payable on the Redemption Date.

                  The Company shall give the notice to the Trustee provided for
in this Section 3.01 by a Company Order, at least 35 days before the Redemption
Date (unless a shorter notice shall be satisfactory to the Trustee).

                  SECTION 3.02 Selection of Securities to Be Redeemed. If less
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by any other method the Trustee
considers fair and appropriate (so long as such method is not prohibited by the
rules of any stock exchange on which the Securities are then listed). The
Trustee shall make the selection at least 30 days but not more than 60 days
before the Redemption Date from outstanding Securities not previously called for
redemption. The Trustee may select for redemption portions of the Principal
Amount at Maturity of Securities that have denominations larger than $1,000.

                  Securities and portions of them the Trustee selects shall be
in Principal Amounts at Maturity of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly of the Securities or portions of Securities to be redeemed.

                  If any Security selected for partial redemption is converted
in part before termination of the conversion right with respect to the portion
of the Security so selected, the converted portion of such Security shall be
deemed (so far as 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 3.03 Notice of Redemption. At least 30 days but not
more than 60 days before a Redemption Date, the Company shall mail a notice of
redemption by first-class mail, postage prepaid, to each Holder of Securities to
be redeemed.

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

                  (1) the Redemption Date;

                  (2) the Redemption Price and, to the extent known at the time
                  of such notice, the amount of contingent interest, if any,
                  payable on the Redemption Date;

                  (3) the Conversion Rate;

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

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


                                       21
<PAGE>   28
                  (6) that Holders who want to convert Securities must satisfy
                  the requirements set forth in paragraph 9 of the Securities;

                  (7) that Securities called for redemption must be surrendered
                  to the Paying Agent to collect the Redemption Price and
                  contingent interest, if any;

                  (8) if fewer than all the outstanding Securities are to be
                  redeemed, the certificate number and Principal Amounts at
                  Maturity of the particular Securities to be redeemed;

                  (9) that, unless the Company defaults in making payment of
                  such Redemption Price and contingent interest, if any,
                  Original Issue Discount and interest (including contingent
                  interest), if any, on Securities called for redemption will
                  cease to accrue on and after the Redemption Date;

                  (10) the CUSIP number of the Securities; and

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

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

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

                  SECTION 3.05 Deposit of Redemption Price. Prior to 10:00 a.m.
(New York City time), on the Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of
them is the Paying Agent, shall segregate and hold in trust) money sufficient to
pay the Redemption Price of, and any accrued and unpaid contingent interest to
but not including the date of redemption with respect to, all Securities to be
redeemed on that 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. The Paying Agent shall as
promptly as practicable return to the Company any money not required for that
purpose because of conversion of Securities pursuant to Article 11. If such
money is then held by the Company in trust and is not required for such purpose
it shall be discharged from such trust.

                  SECTION 3.06 Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder a new Security in an authorized
denomination equal in Principal Amount at Maturity to the unredeemed portion of
the Security surrendered.


                                       22
<PAGE>   29
                  SECTION 3.07 Conversion Arrangement on Call for Redemption. In
connection with any redemption of Securities, the Company may arrange for the
purchase and conversion of any Securities called for redemption by an agreement
with one or more investment banks or other purchasers to purchase such
Securities by paying to the Trustee in trust for the Securityholders, on or
prior to 10:00 a.m. New York City time on the Redemption Date, an amount that,
together with any amounts deposited with the Trustee by the Company for the
redemption of such Securities, is not less than the Redemption Price of, and any
accrued and unpaid contingent interest with respect to, such Securities.
Notwithstanding anything to the contrary contained in this Article 3, the
obligation of the Company to pay the Redemption Prices of such Securities shall
be deemed to be satisfied and discharged to the extent such amount is so paid by
such purchasers. If such an agreement is entered into, any Securities not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 11) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the Business Day prior to the
Redemption Date, subject to payment of the above amount as aforesaid. The
Trustee shall hold and pay to the Holders whose Securities are selected for
redemption any such amount paid to it for purchase and conversion in the same
manner as it would moneys deposited with it by the Company for the redemption of
Securities. Without the Trustee's prior written consent, no arrangement between
the Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture,
and the Company agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such arrangement for the purchase and conversion of any Securities between the
Company and such purchasers, including the costs and expenses incurred by the
Trustee in the defense of any claim or liability arising out of or in connection
with the exercise or performance of any of its powers, duties, responsibilities
or obligations under this Indenture.

                  SECTION 3.08 Purchase of Securities at Option of the Holder.

                  (a) General. Securities shall be purchased by the Company
pursuant to paragraph 7 of the Securities as of February 6, 2004, February 6,
2006 and February 6, 2011, (each, a "Purchase Date"), at the purchase price of
$628.57 per $1,000 of Principal Amount at Maturity as of February 6, 2004, of
$663.86 per $1,000 of Principal Amount at Maturity as of February 6, 2006, and
of $761.00 per $1,000 of Principal Amount at Maturity as of February 6, 2011
(each, a "Purchase Price", as applicable), at the option of the Holder thereof,
upon:

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

                           (A) the certificate number of the Security which the
                           Holder will deliver to be purchased,


                                       23
<PAGE>   30
                           (B) the portion of the Principal Amount at Maturity
                           of the Security which the Holder will deliver to be
                           purchased, which portion must be a Principal Amount
                           at Maturity of $1,000 or an integral multiple
                           thereof,

                           (C) that such Security shall be purchased as of the
                           Purchase Date pursuant to the terms and conditions
                           specified in paragraph 7 of the Securities and in
                           this Indenture, and

                           (D) in the event the Company elects, pursuant to
                           Section 3.08(b), to pay the Purchase Price to be paid
                           as of such Purchase Date, in whole or in part, in
                           shares of Common Stock but such portion of the
                           Purchase Price shall ultimately be payable to such
                           Holder entirely in cash because any of the conditions
                           to payment of the Purchase Price in Common Stock is
                           not satisfied prior to the close of business on such
                           Purchase Date, as set forth in Section 3.08(d),
                           whether such Holder elects (i) to withdraw such
                           Purchase Notice as to some or all of the Securities
                           to which such Purchase Notice relates (stating the
                           Principal Amount at Maturity and certificate numbers
                           of the Securities as to which such withdrawal shall
                           relate), or (ii) to receive cash in respect of the
                           entire Purchase Price for all Securities (or portions
                           thereof) to which such Purchase Notice relates; and

                  (2) delivery of such Security to the Paying Agent prior to, on
                  or after the Purchase Date (together with all necessary
                  endorsements) at the offices of the Paying Agent, such
                  delivery being a condition to receipt by the Holder of the
                  Purchase Price therefor; provided, however, that such Purchase
                  Price shall be so paid pursuant to this Section 3.08 only if
                  the Security so delivered to the Paying Agent shall conform in
                  all respects to the description thereof in the related
                  Purchase Notice, as determined by the Company.

                  If a Holder, in such Holder's Purchase Notice and in any
written notice of withdrawal delivered by such Holder pursuant to the terms of
Section 3.10, fails to indicate such Holder's choice with respect to the
election set forth in clause (D) of Section 3.08(a)(1), such Holder shall be
deemed to have elected to receive cash in respect of the Purchase Price for all
Securities subject to such Purchase Notice in the circumstances set forth in
such clause (D).

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

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.08 shall be consummated by the delivery of the
consideration to be received by the Holder (together with accrued and unpaid
contingent interest, if any) promptly following the later of the Purchase Date
and the time of delivery of the Security.

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


                                       24
<PAGE>   31
withdraw such Purchase Notice at any time prior to the close of business on the
Purchase Date by delivery of a written notice of withdrawal to the Paying Agent
in accordance with Section 3.10.

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

                  (b) Company's Right to Elect Manner of Payment of Purchase
Price. The Securities to be purchased pursuant to Section 3.08(a) may be paid
for, at the election of the Company, in U.S. legal tender ("cash") or Common
Stock, or in any combination of cash and Common Stock, subject to the conditions
set forth in Sections 3.08(c) and (d). The Company shall designate, in the
Company Notice delivered pursuant to Section 3.08(e), whether the Company will
purchase the Securities for cash or Common Stock, or, if a combination thereof,
the percentages or amounts of the Purchase Price of Securities in respect of
which it will pay in cash or Common Stock; provided that the Company will pay
cash for fractional interests in Common Stock. For purposes of determining the
existence of potential fractional interests, all Securities subject to purchase
by the Company held by a Holder shall be considered together (no matter how many
separate certificates are to be presented). Each Holder whose Securities are
purchased pursuant to this Section 3.08 shall receive the same percentage of
cash or Common Stock in payment of the Purchase Price for such Securities,
except (i) as provided in Section 3.08(d) with regard to the payment of cash in
lieu of fractional shares of Common Stock and (ii) in the event that the Company
is unable to purchase the Securities of a Holder or Holders for Common Stock
because any necessary qualifications or registrations of the Common Stock under
applicable state securities laws cannot be obtained, the Company may purchase
the Securities of such Holder or Holders for cash. The Company may not change
its election with respect to the consideration (or components or percentages of
components thereof) to be paid once the Company has given its Company Notice to
Securityholders except pursuant to this Section 3.08(b) or pursuant to Section
3.08(d) in the event of a failure to satisfy, prior to the close of business on
the Purchase Date, any condition to the payment of the Purchase Price, in whole
or in part, in Common Stock.

                  At least three Business Days before the Company Notice Date,
the Company shall deliver an Officers' Certificate to the Trustee specifying:

                  (i) the manner of payment selected by the Company,

                  (ii) the information required by Section 3.08(e),

                  (iii) if the Company elects to pay the Purchase Price, or a
                  specified percentage thereof, in Common Stock, that the
                  conditions to such manner of payment set forth in Section
                  3.08(d) have been or will be complied with, and

                  (iv) whether the Company desires the Trustee to give the
                  Company Notice required by Section 3.08(e).

                  (c) Purchase with Cash. On each Purchase Date, at the option
of the Company, the Purchase Price of Securities in respect of which a Purchase
Notice pursuant to Section 3.08(a) has been given, or a specified percentage
thereof, may be paid by the Company


                                       25
<PAGE>   32
with cash equal to the aggregate Purchase Price of such Securities. If the
Company elects to purchase Securities with cash, the Company Notice, as provided
in Section 3.08(e), shall be sent to Holders (and to beneficial owners as
required by applicable law) not less than 20 Business Days prior to such
Purchase Date (the "Company Notice Date").

                  (d) Payment by Issuance of Common Stock. On each Purchase
Date, at the option of the Company, the Purchase Price of Securities in respect
of which a Purchase Notice pursuant to Section 3.08(a) has been given, or a
specified percentage thereof, may be paid by the Company by the issuance of a
number of shares of Common Stock equal to the quotient obtained by dividing (i)
the amount of cash to which the Securityholders would have been entitled had the
Company elected to pay all or such specified percentage, as the case may be, of
the Purchase Price of such Securities in cash by (ii) the Market Price of a
share of Common Stock, subject to the next succeeding paragraph.

                  The Company will not issue a fractional share of Common Stock
in payment of the Purchase Price. Instead the Company will pay cash for the
current market value of the fractional share. The current market value of a
fraction of a share shall be determined by multiplying the Market Price by such
fraction and rounding the product to the nearest whole cent. It is understood
that if a Holder elects to have more than one Security purchased, the number of
shares of Common Stock shall be based on the aggregate amount of Securities to
be purchased.

                  If the Company elects to purchase the Securities by the
issuance of shares of Common Stock, the Company Notice, as provided in Section
3.08(e), shall be sent to the Holders (and to beneficial owners as required by
applicable law) not later than the Company Notice Date.

                  The Company's right to exercise its election to purchase the
Securities pursuant to Section 3.08 through the issuance of shares of Common
Stock shall be conditioned upon:

                  (i) the Company's not having given its Company Notice of an
                  election to pay entirely in cash and its giving of timely
                  Company Notice of election to purchase all or a specified
                  percentage of the Securities with Common Stock as provided
                  herein;

                  (ii) the shares of Common Stock having been admitted for
                  listing or admitted for listing subject to notice of issuance
                  on the principal United States securities exchange on which
                  the Common Stock is then listed or, if the Common Stock is not
                  then listed on a national or regional securities exchange, as
                  quoted on the National Association of Securities Dealers
                  Automated Quotation System;

                  (iii) the registration of the shares of Common Stock to be
                  issued in respect of the payment of the Purchase Price under
                  the Securities Act of 1933, as amended (the "Securities Act"),
                  or the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act"), in each case, if required;

                  (iv) any necessary qualification or registration under
                  applicable state securities laws or the availability of an
                  exemption from such qualification and registration; and


                                       26
<PAGE>   33
                  (v) the receipt by the Trustee of an Officers' Certificate and
                  an Opinion of Counsel each stating that (A) the terms of the
                  issuance of the Common Stock are in conformity with this
                  Indenture and (B) the shares of Common Stock to be issued by
                  the Company in payment of the Purchase Price in respect of
                  Securities have been duly authorized and, when issued and
                  delivered pursuant to the terms of this Indenture in payment
                  of the Purchase Price in respect of the Securities, will be
                  validly issued, fully paid and non-assessable and, to the best
                  of such counsel's knowledge, free from preemptive rights under
                  law or material contracts, and, in the case of such Officers'
                  Certificate, stating that conditions (i), (ii), (iii) and (iv)
                  above and the condition set forth in the second succeeding
                  sentence have been satisfied and, in the case of such Opinion
                  of Counsel, stating that conditions (ii) and (iii) above have
                  been satisfied.

                  Such Officers' Certificate shall also set forth the number of
shares of Common Stock to be issued for each $1,000 Principal Amount at Maturity
of Securities and the Sale Price of a share of Common Stock on each trading day
during the period for which the Market Price is calculated. The Company may pay
the Purchase Price (or any portion thereof) in Common Stock only if the
information necessary to calculate the Market Price is published in a daily
newspaper of national circulation. If the foregoing conditions are not satisfied
with respect to a Holder or Holders prior to the close of business on the
Purchase Date and the Company has elected to purchase the Securities pursuant to
this Section 3.08 through the issuance of shares of Common Stock, the Company
shall pay the entire Purchase Price of the Securities of such Holder or Holders
in cash.

                  The "Market Price" of the Common Stock means the average of
the Sale Prices of the Common Stock for the five trading day period ending on
the third Business Day (if the third Business Day prior to the applicable
Purchase Date is a trading day or, if not, then on the last trading day) prior
to the applicable Purchase Date, appropriately adjusted to take into account the
occurrence, during the period commencing on the first of such trading days
during such five trading day period and ending on such Purchase Date, of any
event described in Section 11.06, 11.07 or 11.08; subject, however, to the
conditions set forth in Sections 11.09 and 11.10.

                  (e) Notice of Election. The Company's notice of election to
purchase with cash or Common Stock or any combination thereof shall be sent to
the Holders (and to beneficial owners as required by applicable law) in the
manner provided in Section 13.02 at the time specified in Section 3.08(c) or
(d), as applicable (the "Company Notice"). Such Company Notice shall state the
manner of payment elected and shall contain the following information:

                  In the event the Company has elected to pay the Purchase Price
(or a specified percentage thereof) with Common Stock, the Company Notice shall:

                  (1) state that each Holder will receive Common Stock with a
                  Market Price determined as of a specified date prior to the
                  Purchase Date equal to such specified percentage of the
                  Purchase Price of the Securities held by such Holder (except
                  any cash amount to be paid in lieu of fractional shares);


                                       27
<PAGE>   34
                  (2) set forth the method of calculating the Market Price of
                  the Common Stock; and

                  (3) state that because the Market Price of Common Stock will
                  be determined prior to the Purchase Date, Holders will bear
                  the market risk with respect to the value of the Common Stock
                  to be received from the date such Market Price is determined
                  to the Purchase Date.

                  In any case, each Company Notice shall include a form of
Purchase Notice to be completed by a Securityholder and shall state:

                  (i) the Purchase Price, the Conversion Rate and, to the extent
                  known at the time of such notice, the amount of contingent
                  interest, if any, that will be accrued and payable with
                  respect to the Securities as of the Purchase Date;

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

                  (iii) that Securities as to which a Purchase Notice has been
                  given may be converted pursuant to Article 11 hereof only if
                  the applicable Purchase Notice has been withdrawn in
                  accordance with the terms of this Indenture;

                  (iv) that Securities must be surrendered to the Paying Agent
                  to collect payment of the Purchase Price and contingent
                  interest, if any;

                  (v) that the Purchase Price for any Security as to which a
                  Purchase Notice has been given and not withdrawn, together
                  with any accrued contingent interest payable with respect
                  thereto, will be paid promptly following the later of the
                  Purchase Date and the time of surrender of such Security as
                  described in (iv);

                  (vi) the procedures the Holder must follow to exercise rights
                  under Section 3.08 and a brief description of those rights;

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

                  (viii) the procedures for withdrawing a Purchase Notice
                  (including, without limitation, for a conditional withdrawal
                  pursuant to the terms of Section 3.08(a)(1)(D) or Section
                  3.10);

                  (ix) that, unless the Company defaults in making payment of
                  such Purchase Price and contingent interest, if any, Original
                  Issue Discount and interest (including contingent interest),
                  if any, on Securities surrendered for purchase will cease to
                  accrue on and after the Purchase Date; and

                  (x) the CUSIP number of the Securities.

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


                                       28
<PAGE>   35
                  Upon determination of the actual number of shares of Common
Stock to be issued for each $1,000 Principal Amount at Maturity of Securities,
the Company will issue a press release and publish such determination on the
Company's web site on the World Wide Web.

                  (f) Covenants of the Company. All shares of Common Stock
delivered upon purchase of the Securities shall be newly issued shares or
treasury shares, shall be duly authorized, validly issued, fully paid and
nonassessable and shall be free from preemptive rights and free of any lien or
adverse claim created by the Company.

                  (g) Procedure upon Purchase. The Company shall deposit cash
(in respect of a cash purchase under Section 3.08(c) or for fractional interests
or contingent interest, as applicable) or shares of Common Stock, or a
combination thereof, as applicable, at the time and in the manner as provided in
Section 3.11, sufficient to pay the aggregate Purchase Price of, and any accrued
and unpaid contingent interest with respect to, all Securities to be purchased
pursuant to this Section 3.08. As soon as practicable after the Purchase Date,
the Company shall deliver to each Holder entitled to receive Common Stock
through the Paying Agent, a certificate for the number of full shares of Common
Stock issuable in payment of the Purchase Price and cash in lieu of any
fractional interests. The person in whose name the certificate for Common Stock
is registered shall be treated as a holder of record of shares of Common Stock
on the Business Day following the Purchase Date. Subject to Section 3.08(d), no
payment or adjustment will be made for dividends on the Common Stock the record
date for which occurred on or prior to the Purchase Date.

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

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

                  (a) If on or prior to February 6, 2006 there shall have
occurred a Change in Control, Securities shall be purchased by the Company, at
the option of the Holder thereof, at a purchase price specified in paragraph 7
of the Securities (the "Change in Control Purchase Price"), as of the date that
is no later than 35 Business Days after the occurrence of the Change in Control
but in no event prior to the date on which such Change in Control occurs (the
"Change in Control Purchase Date"), subject to satisfaction by or on behalf of
the Holder of the requirements set forth in Section 3.09(c).

                  A "Change in Control" shall be deemed to have occurred at such
time as either of the following events shall occur:


                                       29
<PAGE>   36
                  (i) There shall be consummated any share exchange,
                  consolidation or merger of the Company pursuant to which the
                  Common Stock would be converted into cash, securities or other
                  property, in each case other than a share exchange,
                  consolidation or merger of the Company in which the holders of
                  the Common Stock immediately prior to the share exchange,
                  consolidation or merger have, directly or indirectly, at least
                  a majority of the total voting power in the aggregate of all
                  classes of Capital Stock of the continuing or surviving
                  corporation immediately after the share exchange,
                  consolidation or merger; or

                  (ii) There is a report filed on Schedule 13D or TO (or any
                  successor schedule, form or report) pursuant to the Exchange
                  Act, disclosing that any person including its Affiliates or
                  Associates (for the purposes of this Section 3.09 only, as the
                  term "person" is used in Section 13(d)(3) or Section 14(d)(2)
                  of the Exchange Act) has become the beneficial owner (as the
                  term "beneficial owner" is defined under Rule 13d-3 or any
                  successor rule or regulation promulgated under the Exchange
                  Act) of 50% or more of the voting power of the Common Stock
                  then outstanding; provided, however, that a person shall not
                  be deemed beneficial owner of, or to own beneficially, (A) any
                  securities tendered pursuant to a tender or exchange offer
                  made by or on behalf of such person or any of such person's
                  Affiliates or Associates until such tendered securities are
                  accepted for purchase or exchange thereunder, or (B) any
                  securities if such beneficial ownership (1) arises solely as a
                  result of a revocable proxy delivered in response to a proxy
                  or consent solicitation made pursuant to the applicable rules
                  and regulations under the Exchange Act, and (2) is not also
                  then reportable on Schedule 13D (or any successor schedule)
                  under the Exchange Act.

Notwithstanding the foregoing provisions of this Section 3.09, a Change in
Control shall not be deemed to have occurred by virtue of the Company, any
Subsidiary, any employee stock ownership plan or any other employee benefit plan
of the Company or any Subsidiary, or any person holding Common Stock for or
pursuant to the terms of any such employee benefit plan, filing or becoming
obligated to file a report under or in response to Schedule 13D or Schedule TO
(or any successor schedule, form or report) under the Exchange Act disclosing
beneficial ownership by it of shares of Common Stock, whether in excess of 50%
or otherwise.

                  "Associate" shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in
effect on the date hereof.

                  (b) No later than 15 Business Days before the Change in
Control Purchase Date, which notice may be delivered in anticipation of a Change
in Control, the Company shall mail a written notice of Change in Control by
first-class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law). The notice shall include a form of Change in
Control Purchase Notice to be completed by the Securityholder and shall state:

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


                                       30
<PAGE>   37
                  (2) the date by which the Change in Control Purchase Notice
                  pursuant to this Section 3.09 must be given;

                  (3) the Change in Control Purchase Date;

                  (4) the Change in Control Purchase Price and, to the extent
                  known at the time of such notice, the amount of contingent
                  interest, if any, that will be accrued and payable with
                  respect to the Securities as of the change in Control Purchase
                  Date;

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

                  (6) the Conversion Rate and any adjustments thereto;

                  (7) that Securities as to which a Change in Control Purchase
                  Notice has been given may be converted pursuant to Article 11
                  hereof only if the Change in Control Purchase Notice has been
                  withdrawn in accordance with the terms of this Indenture;

                  (8) that Securities must be surrendered to the Paying Agent to
                  collect payment of the Change in Control Purchase Price and
                  contingent interest, if any;

                  (9) that the Change in Control Purchase Price for any Security
                  as to which a Change in Control Purchase Notice has been duly
                  given and not withdrawn, together with any accrued contingent
                  interest payable with respect thereto, will be paid promptly
                  following the later of the Change in Control Purchase Date and
                  the time of surrender of such Security as described in (8);

                  (10) briefly, the procedures the Holder must follow to
                  exercise rights under this Section 3.09;

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

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

                  (13) that, unless the Company defaults in making payment of
                  such Change in Control Purchase Price and contingent interest,
                  if any, Original Issue Discount and interest (including
                  contingent interest), if any, on Securities surrendered for
                  purchase will cease to accrue on and after the Change in
                  Control Purchase Date; and

                  (14) the CUSIP number of the Securities.

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

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


                                       31
<PAGE>   38
                  (2) the portion of the Principal Amount at Maturity of the
                  Security which the Holder will deliver to be purchased, which
                  portion must be $1,000 or an integral multiple thereof; and

                  (3) that such Security shall be purchased pursuant to the
                  terms and conditions specified in paragraph 7 of the
                  Securities.

                  The delivery of such Security to the Paying Agent prior to, on
or after the Change in Control Purchase Date (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to the
receipt by the Holder of the Change in Control Purchase Price therefor;
provided, however, that such Change in Control Purchase Price shall be so paid
pursuant to this Section 3.09 only if the Security so delivered to the Paying
Agent shall conform in all respects to the description thereof set forth in the
related Change in Control Purchase Notice.

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

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.09 shall be consummated by the delivery of the
consideration to be received by the Holder (together with accrued and unpaid
contingent interest, if any) promptly following the later of the Change in
Control Purchase Date and the time of delivery of the Security to the Paying
Agent in accordance with this Section 3.09.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Purchase Notice
contemplated by this Section 3.09(c) shall have the right to withdraw such
Change in Control Purchase Notice at any time prior to the close of business on
the Change in Control Purchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.10.

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

                  The Company shall not be required to comply with this Section
3.09 if a third party mails a written notice of Change in Control in the manner,
at the times and otherwise in compliance with this Section 3.09 and repurchases
all Securities for which a Change in Control Purchase Notice shall be delivered
and not withdrawn.

                  SECTION 3.10 Effect of Purchase Notice or Change in Control
Purchase Notice. Upon receipt by the Paying Agent of the Purchase Notice or
Change in Control Purchase Notice specified in Section 3.08(a) or Section
3.09(c), as applicable, the Holder of the Security in respect of which such
Purchase Notice or Change in Control Purchase Notice, as the case may be, was
given shall (unless such Purchase Notice or Change in Control Purchase Notice is
withdrawn as specified in the following two paragraphs) thereafter be entitled
to receive solely the Purchase Price or Change in Control Purchase Price, as the
case may be, and any accrued and unpaid contingent interest, with respect to
such Security. Such Purchase Price or Change in


                                       32
<PAGE>   39
Control Purchase Price and contingent interest, if any, shall be paid to such
Holder, subject to receipts of funds and/or securities by the Paying Agent,
promptly following the later of (x) the Purchase Date or the Change in Control
Purchase Date, as the case may be, with respect to such Security (provided the
conditions in Section 3.08(a) or Section 3.09(c), as applicable, have been
satisfied) and (y) the time of delivery of such Security to the Paying Agent by
the Holder thereof in the manner required by Section 3.08(a) or Section 3.09(c),
as applicable. Securities in respect of which a Purchase Notice or Change in
Control Purchase Notice, as the case may be, has been given by the Holder
thereof may not be converted pursuant to Article 11 hereof on or after the date
of the delivery of such Purchase Notice or Change in Control Purchase Notice, as
the case may be, unless such Purchase Notice or Change in Control Purchase
Notice, as the case may be, has first been validly withdrawn as specified in the
following two paragraphs.

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

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

                  (2) the Principal Amount at Maturity of the Security with
                  respect to which such notice of withdrawal is being submitted,
                  and

                  (3) the Principal Amount at Maturity, if any, of such Security
                  which remains subject to the original Purchase Notice or
                  Change in Control Purchase Notice, as the case may be, and
                  which has been or will be delivered for purchase by the
                  Company.

                  A written notice of withdrawal of a Purchase Notice may be in
the form set forth in the preceding paragraph or may be in the form of (i) a
conditional withdrawal contained in a Purchase Notice pursuant to the terms of
Section 3.08(a)(1)(D) or (ii) a conditional withdrawal containing the
information set forth in Section 3.08(a)(1)(D) and the preceding paragraph and
contained in a written notice of withdrawal delivered to the Paying Agent as set
forth in the preceding paragraph.

                  There shall be no purchase of any Securities pursuant to
Section 3.08 (other than through the issuance of Common Stock in payment of the
Purchase Price, including cash in lieu of fractional shares) or 3.09 if there
has occurred (prior to, on or after, as the case may be, the giving, by the
Holders of such Securities, of the required Purchase Notice or Change in Control
Purchase Notice, as the case may be) and is continuing an Event of Default
(other than a default in the payment of the Purchase Price or Change in Control
Purchase Price, as the case may be, and any accrued and unpaid contingent
interest with respect to such Securities). The Paying Agent will promptly return
to the respective Holders thereof any Securities (x) with respect to which a
Purchase Notice or Change in Control Purchase Notice, as the case may be, has
been withdrawn in compliance with this Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Purchase Price or Change in Control


                                       33
<PAGE>   40
Purchase Price, as the case may be, and any accrued and unpaid contingent
interest with respect to such Securities) in which case, upon such return, the
Purchase Notice or Change in Control Purchase Notice with respect thereto shall
be deemed to have been withdrawn.

                  SECTION 3.11 Deposit of Purchase Price or Change in Control
Purchase Price. Prior to 10:00 a.m., New York City time, on the Business Day
following the Purchase Date or the Change in Control Purchase Date, as the case
may be, the Company shall deposit with the Trustee or with the Paying Agent (or,
if the Company or a Subsidiary or an Affiliate of either of them is acting as
the Paying Agent, shall segregate and hold in trust as provided in Section 2.04)
an amount of money (in immediately available funds if deposited on such Business
Day) or Common Stock, if permitted hereunder, sufficient to pay the aggregate
Purchase Price or Change in Control Purchase Price, as the case may be, of, and
any accrued and unpaid contingent interest with respect to, all the Securities
or portions thereof which are to be purchased as of the Purchase Date or Change
in Control Purchase Date, as the case may be.

                  SECTION 3.12 Securities Purchased in Part. Any 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 the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities, of any authorized denomination as requested by
such Holder in aggregate Principal Amount at Maturity equal to, and in exchange
for, the portion of the Principal Amount at Maturity of the Security so
surrendered which is not purchased.

                  SECTION 3.13 Covenant to Comply With Securities Laws Upon
Purchase of Securities. In connection with any offer to purchase or purchase of
Securities under Section 3.08 or 3.09 hereof (provided that such offer or
purchase constitutes an "issuer tender offer" for purposes of Rule 13e-4 (which
term, as used herein, includes any successor provision thereto) under the
Exchange Act at the time of such offer or purchase), the Company shall to the
extent applicable (i) comply with Rule 13e-4 and Rule 14e-1 under the Exchange
Act, (ii) file the related Schedule TO (or any successor schedule, form or
report) under the Exchange Act, and (iii) otherwise comply with all Federal and
state securities laws so as to permit the rights and obligations under Sections
3.08 and 3.09 to be exercised in the time and in the manner specified in
Sections 3.08 and 3.09.

                  SECTION 3.14 Repayment to the Company. The Trustee and the
Paying Agent shall promptly return to the Company any cash or shares of Common
Stock that remain unclaimed as provided in paragraph 15 of the Securities,
together with interest or dividends, if any, thereon (subject to the provisions
of Section 7.01(f)), held by them for the payment of the Purchase Price or
Change in Control Purchase Price, as the case may be, or contingent interest, if
any; provided, however, that to the extent that the aggregate amount of cash or
shares of Common Stock deposited by the Company pursuant to Section 3.11 exceeds
the aggregate Purchase Price or Change in Control Purchase Price, as the case
may be, of, and the accrued and unpaid contingent interest with respect to, the
Securities or portions thereof which the Company is obligated to purchase as of
the Purchase Date or Change in Control Purchase Date, as the case may be,
whether as a result of withdrawal or otherwise, then promptly after the Business
Day


                                       34
<PAGE>   41
following the Purchase Date or Change in Control Purchase Date, as the case may
be, the Trustee shall return any such excess to the Company together with
interest or dividends, if any, thereon (subject to the provisions of Section
7.01(f)).

                                   ARTICLE 4

                                    COVENANTS

                  SECTION 4.01 Payment of Securities. The Company shall promptly
make all payments in respect of the Securities on the dates and in the manner
provided in the Securities or pursuant to this Indenture. Any amounts to be
given to the Trustee or Paying Agent, shall be deposited with the Trustee or
Paying Agent by 10:00 a.m., New York City time, by the Company. Principal Amount
at Maturity, Restated Principal Amount, Issue Price plus accrued Original Issue
Discount, Redemption Price, Purchase Price, Change in Control Purchase Price,
contingent interest and interest, if any, shall be considered paid on the
applicable date due if on such date (or, in the case of a Purchase Price or
Change in Control Purchase Price, on the Business Day following the applicable
Purchase Date or Change in Control Purchase Date, as the case may be) the
Trustee or the Paying Agent holds, in accordance with this Indenture, money or
securities, if permitted hereunder, sufficient to pay all such amounts then due.

                  The Company shall, to the extent permitted by law, pay
interest on overdue amounts at the rate per annum set forth in paragraph 1 of
the Securities, compounded semiannually, which interest shall accrue from the
date such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount.

                  SECTION 4.02 SEC and Other Reports. If requested by the
Trustee, the Company shall deliver to the Trustee, within 15 days after it files
such annual and quarterly reports, information, documents and other reports with
the SEC, copies of its annual report and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) which the Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company shall send
to the Trustee all reports required pursuant to the 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 the same shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                  SECTION 4.03 Compliance Certificate. The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on December 31, 2001) an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to


                                       35
<PAGE>   42
any period of grace or requirement of notice provided hereunder) and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

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

                  SECTION 4.05 Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, The City of New York, an office or agency
of the Trustee, Registrar, Paying Agent and Conversion Agent where Securities
may be presented or surrendered for payment, where Securities may be surrendered
for registration of transfer, exchange, purchase, redemption or conversion and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The office of The Chase Manhattan Bank,
located at 450 West 33rd Street, New York, NY 10001 (Attention: Institutional
Trust Services), shall initially be such office or agency for all of the
aforesaid purposes. The Company shall give prompt written notice to the Trustee
of the location, and of any change in the location, of any such office or agency
(other than a change in the location of the office of the 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 13.02.

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

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

                  SECTION 4.07 Calculation of Original Issue Discount. The
Company agrees, and each Holder and any beneficial holder of a Security by its
purchase thereof shall be deemed to agree, to treat, for United States federal
income tax purposes, the Securities as debt instruments that are subject to
Section 1.1275-4(b) of the Treasury Regulations. For United States federal
income tax purposes, the Company shall accrue interest with respect to
outstanding Securities as original issue discount according to the
"noncontingent bond method," set forth in section 1.1275-4(b) of the Treasury
Regulations, using a comparable yield of 9.625 percent compounded semiannually
and the projected payment schedule attached as Annex C to this


                                       36
<PAGE>   43
Indenture. The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount for United States federal income tax purposes (including daily rates
and accrual periods) accrued on outstanding Securities as of the end of such
year and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time, including the amount of any adjustment made under the
noncontingent bond method to account for the amount of any difference between
the amount of an actual payment and the amount of a projected payment.

                  THE COMPANY ACKNOWLEDGES AND AGREES, AND EACH HOLDER AND ANY
BENEFICIAL HOLDER OF A SECURITY BY ITS PURCHASE THEREOF SHALL BE DEEMED TO
ACKNOWLEDGE AND AGREE, THAT (i) THE COMPARABLE YIELD AND THE SCHEDULE OF
PROJECTED PAYMENTS ARE DETERMINED ON THE BASIS OF AN ASSUMPTION OF LINEAR GROWTH
OF THE STOCK PRICE AND ARE NOT DETERMINED FOR ANY PURPOSE OTHER THAN FOR THE
DETERMINATION OF INTEREST ACCRUALS AND ADJUSTMENTS THEREOF IN RESPECT OF THE
SECURITIES FOR UNITED STATES FEDERAL INCOME TAX PURPOSES AND (ii) THE COMPARABLE
YIELD AND THE SCHEDULE OF PROJECTED PAYMENTS DO NOT CONSTITUTE A PROJECTION OR
REPRESENTATION REGARDING THE AMOUNTS PAYABLE ON THE SECURITIES.

                                   ARTICLE 5

                              SUCCESSOR CORPORATION

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

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

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

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

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise) of the properties and assets of one or more
Subsidiaries (other than to the Company or


                                       37
<PAGE>   44
another Subsidiary), which, if such assets were owned by the Company, would
constitute all or substantially all of the properties and assets of the Company,
shall be deemed to be the transfer of all or substantially all of the properties
and assets of the Company.

                  The successor person formed by such consolidation or into
which the Company is merged or the successor person to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor had been named as the Company herein; and
thereafter, except in the case of a lease and any obligations the Company may
have under a supplemental indenture pursuant to Section 11.14, the Company shall
be discharged from all obligations and covenants under this Indenture and the
Securities. Subject to Section 9.06, the Company, the Trustee and the successor
person shall enter into a supplemental indenture to evidence the succession and
substitution of such successor person and such discharge and release of the
Company.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

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

                  (1) the Company defaults in payment of any contingent interest
                  or of interest which becomes payable after the Securities have
                  been converted to semiannual coupon notes following the
                  occurrence of a Tax Event, which default, in either case,
                  continues for 30 days;

                  (2) the Company defaults in the payment of the Principal
                  Amount at Maturity (or, if the Securities have been converted
                  to semiannual coupon notes following a Tax Event pursuant to
                  Article 10, the Restated Principal Amount), Issue Price plus
                  accrued Original Issue Discount, Redemption Price, Purchase
                  Price or Change in Control Purchase Price on any Security when
                  the same becomes due and payable at its Stated Maturity, upon
                  redemption, upon declaration, when due for purchase by the
                  Company or otherwise;

                  (3) the Company fails to comply with any of its agreements in
                  the Securities or this Indenture (other than those referred to
                  in clauses (1) and (2) above) and such failure continues for
                  60 days after receipt by the Company of a Notice of Default;

                  (4) (a) failure of the Company to make any payment by the end
                  of any applicable grace period after maturity of Debt in an
                  amount (taken together with amounts in (b) below) in excess of
                  $60,000,000 and continuance of such failure, or (b) the
                  acceleration of Debt in an amount (taken together with amounts
                  in (a) above) in excess of $60,000,000 because of a default
                  with respect to such Debt without such Debt having been
                  discharged or such acceleration having been cured, waived,
                  rescinded or annulled, in the case of (a) or (b) above, for a
                  period


                                       38
<PAGE>   45
                  of 30 days after receipt by the Company of a Notice of
                  Default; provided, however, that if any such failure or
                  acceleration referred to in (a) or (b) above shall cease or be
                  cured, waived, rescinded or annulled, then the Event of
                  Default by reason thereof shall be deemed not to have
                  occurred;

                  (5) the Company or any Significant Subsidiary pursuant to or
                  under or within the meaning of any Bankruptcy Law:

                           (A) commences a voluntary case or proceeding;

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

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

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

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

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

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

                           (A) is for relief against the Company or any
                           Significant Subsidiary in an involuntary case or
                           proceeding, or adjudicates the Company or any
                           Significant Subsidiary insolvent or bankrupt;

                           (B) appoints a Custodian of the Company or any
                           Significant Subsidiary or for any substantial part of
                           its property; or

                           (C) orders the winding up or liquidation of the
                           Company or any Significant Subsidiary;

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

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

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

                  A Default under clause (3) or clause (4) above is not an Event
of Default until the Trustee notifies the Company, or the Holders of at least
25% in aggregate Principal Amount at


                                       39
<PAGE>   46
Maturity of the Securities at the time outstanding notify the Company and the
Trustee, of the Default and the Company does not cure such Default (and such
Default is not waived) within the time specified in clause (3) or clause (4)
above after actual receipt of such notice. Any such notice must specify the
Default, demand that it be remedied and state that such notice is a "Notice of
Default".

                  The Company shall deliver to the Trustee, within 30 days after
it becomes aware of the occurrence thereof, written notice of any event which
with the giving of notice or the lapse of time, or both, would become an Event
of Default under clause (3) or clause (4) above, its status and what action the
Company is taking or proposes to take with respect thereto.

                  SECTION 6.02 Acceleration. If an Event of Default (other than
an Event of Default specified in Section 6.01(5) or (6) in respect of the
Company) occurs and is continuing, the Trustee by Notice to the Company, or the
Holders of at least 25% in aggregate Principal Amount at Maturity of the
Securities at the time outstanding by notice to the Company and the Trustee, may
declare the Issue Price plus accrued Original Issue Discount through the date of
declaration, and any accrued and unpaid interest (including contingent interest)
through the date of such declaration, on all the Securities to be immediately
due and payable. Upon such a declaration, such Issue Price plus accrued Original
Issue Discount, and such accrued and unpaid interest (including contingent
interest), if any, shall be due and payable immediately. If an Event of Default
specified in Section 6.01(5) or (6) occurs in respect of the Company and is
continuing, the Issue Price plus accrued Original Issue Discount plus accrued
and unpaid interest (including contingent interest), if any, 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 Securityholders. The
Holders of a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding, by notice to the Trustee (and without notice
to any other Securityholder) may rescind an acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of the
Issue Price plus accrued Original Issue Discount plus accrued and unpaid
interest that have become due solely as a result of acceleration and if all
amounts due to the Trustee under Section 7.07 have been paid. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

                  SECTION 6.03 Other Remedies. If an Event of Default occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of the Issue Price plus accrued Original Issue Discount 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 Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of, or acquiescence in, the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative.

                  SECTION 6.04 Waiver of Past Defaults. Subject to Section 6.02,
the Holders of a majority in aggregate Principal Amount at Maturity of the
Securities at the time


                                       40
<PAGE>   47
outstanding, by notice to the Trustee (and without notice to any other
Securityholder), may waive an existing Default and its consequences except (1)
an Event of Default described in Section 6.01(1) or (2), (2) a Default in
respect of a provision that under Section 9.02 cannot be amended without the
consent of each Securityholder affected or (3) a Default which constitutes a
failure to convert any Security in accordance with the terms of Article 11. When
a Default is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or impair any consequent right. This Section 6.04
shall be in lieu of Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is
hereby expressly excluded from this Indenture, as permitted by the TIA.

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

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

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

                  (2) the Holders of at least 25% in aggregate Principal Amount
                  at Maturity of the Securities at the time outstanding make a
                  written request to the Trustee to pursue the remedy;

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

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

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

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

                  SECTION 6.07 Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of the Principal Amount at Maturity (or if the Securities
have been converted to semiannual coupon notes following a Tax Event pursuant to
Article 10, the Restated Principal Amount), Issue Price plus accrued Original
Issue Discount, Redemption Price, Purchase Price, Change in Control Purchase
Price, contingent interest or interest, if any, in respect of the Securities
held by such Holder, on


                                       41
<PAGE>   48
or after the respective due dates expressed in the Securities or any Redemption
Date, and to convert the Securities in accordance with Article 11, or to bring
suit for the enforcement of any such payment on or after such respective dates
or the right to convert, shall not be impaired or affected adversely without the
consent of such Holder.

                  SECTION 6.08 Collection Suit by Trustee. If an Event of
Default described in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount owing with respect to the Securities
and the amounts provided for in Section 7.07.

                  SECTION 6.09 Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the Principal Amount at Maturity, Issue Price
plus accrued Original Issue Discount, Redemption Price, Purchase Price, Change
in Control Purchase Price, contingent interest or interest, if any, 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 at Maturity, Issue Price plus accrued
                  Original Issue Discount, Redemption Price, Purchase Price,
                  Change in Control Purchase Price, contingent interest or
                  interest, if any, as the case may be, and to file such other
                  papers or documents as may be necessary or advisable in order
                  to have the claims of the Trustee (including any claim for the
                  reasonable compensation, expenses, disbursements and advances
                  of the Trustee, its agents and counsel or any other amounts
                  due the Trustee under Section 7.07) and of the Holders allowed
                  in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.

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

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


                                       42
<PAGE>   49
                  FIRST: to the Trustee for amounts due under Section 7.07;

                  SECOND: to Securityholders for amounts due and unpaid on the
                  Securities for the Principal Amount at Maturity, Issue Price
                  plus accrued Original Issue Discount, Redemption Price,
                  Purchase Price, Change in Control Purchase Price, contingent
                  interest or interest, if any, as the case may be, 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 Securityholders pursuant to this Section 6.10. At least 15 days
before such record date, the Trustee shall mail to each Securityholder and the
Company a notice that states the record date, the payment date and the amount to
be paid.

                  SECTION 6.11 Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant (other than the Trustee)
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate
Principal Amount at Maturity of the Securities at the time outstanding. This
Section 6.11 shall be in lieu of Section 315(e) of the TIA and such Section
315(e) is hereby expressly excluded from this Indenture, as permitted by the
TIA.

                  SECTION 6.12 Waiver of Stay, Extension or Usury Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the Principal Amount at
Maturity, Issue Price plus accrued Original Issue Discount, Redemption Price,
Purchase Price, Change in Control Purchase Price or contingent interest, if any,
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 will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

                                   ARTICLE 7

                                     TRUSTEE


                                       43
<PAGE>   50

         SECTION 7.01 Duties of Trustee.

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

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

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

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

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

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

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

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

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

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

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


                                       44
<PAGE>   51


         (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 7.02 Rights of Trustee. Subject to its duties and
responsibilities under the provisions of Section 7.01, and, except as expressly
excluded from this Indenture pursuant to said Section 7.01, 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 Officers' 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;

         (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 accordance with 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 offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which may be
incurred therein or thereby;

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


                                       45
<PAGE>   52

         (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;

         (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; and

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

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

         SECTION 7.04 Trustee's Disclaimer. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company's use or application of the proceeds from the
Securities, it shall not be responsible for any statement in the registration
statement for the Securities under the Securities Act or in the Indenture or the
Securities (other than its certificate of authentication), or the determination
as to which beneficial owners are entitled to receive any notices hereunder.

         SECTION 7.05 Notice of Defaults. If a Default occurs and if it is known
to the Trustee, the Trustee shall give to each Securityholder notice of the
Default within 90 days after it occurs unless such Default shall have been cured
or waived before the giving of such notice. Except in the case of a Default
described in Section 6.01(1) or (2), the Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Securityholders. The second
sentence of this Section 7.05 shall be in lieu of the proviso to Section 315(b)
of the TIA and such


                                       46
<PAGE>   53

proviso is hereby expressly excluded from this Indenture, as permitted by the
TIA. The Trustee shall not be deemed to have knowledge of a Default unless a
Responsible Officer of the Trustee has received written notice of such Default.

         SECTION 7.06 Reports by Trustee to Holders. Within 60 days after each
May 15 beginning with the May 15 following the date of this Indenture, the
Trustee shall mail to each Securityholder a brief report dated as of such May 15
that complies with TIA Section 313(a), if required by such Section 313(a). The
Trustee also shall comply with TIA Section 313(b).

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

         SECTION 7.07 Compensation and Indemnity. The Company agrees:

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

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

         (c) to indemnify the Trustee or any predecessor, Trustee and their
         agents for, and to hold them harmless against, any loss, damage, claim,
         liability, cost or expense (including reasonable attorney's fees and
         taxes (other than taxes based upon, measured by or determined by the
         income of the Trustee)) incurred without negligence or bad faith on its
         part, arising out of or in connection with the acceptance or
         administration of this trust, including the reasonable costs and
         expenses of defending itself against any claim (whether asserted by the
         Company or any Holder or any other Person) or liability in connection
         with the exercise or performance of any of its powers or duties
         hereunder.

         To secure the Company's payment obligations in this Section 7.07, the
Holders shall have been deemed to have granted to the Trustee a lien prior to
the Securities on all money or property held or collected by the Trustee, except
that held in trust to pay the Principal Amount at Maturity, Issue Price plus
accrued Original Issue Discount, Redemption Price, Purchase Price, Change in
Control Purchase Price, contingent interest or interest, if any, as the case may
be, on particular Securities.


                                       47
<PAGE>   54

         The Company's payment obligations pursuant to this Section 7.07 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 6.01(5) or (6), the expenses including the reasonable
charges and expenses of its counsel, are intended to constitute expenses of
administration under any Bankruptcy Law.

         SECTION 7.08 Replacement of Trustee. The Trustee may resign by so
notifying the Company; provided, however, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.08. The Holders of a majority in aggregate Principal Amount at Maturity 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:

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

         (2) the Trustee is adjudged bankrupt or insolvent;

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

         (4) 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
Securityholders. The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.07.

         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 at Maturity of the
Securities at the time outstanding may petition any court of competent
jurisdiction at the expense of the Company for the appointment of a successor
Trustee.

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

         SECTION 7.09 Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.


                                       48
<PAGE>   55

         SECTION 7.10 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 herein contained shall prevent the Trustee from filing with
the Commission the application referred to in the penultimate paragraph of TIA
Section 310(b).

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

                                   ARTICLE 8
                             DISCHARGE OF INDENTURE

         SECTION 8.01 Discharge of Liability on Securities. When (i) the Company
delivers to the Trustee all outstanding Securities (other than Securities
replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding
Securities have become due and payable and the Company deposits with the Trustee
cash or, if expressly permitted by the terms of the Securities or the Indenture,
Common Stock sufficient to pay all amounts due and owing on all outstanding
Securities (other than Securities replaced pursuant to Section 2.07), and if in
either case the Company pays all other sums payable hereunder by the Company,
then this Indenture shall, subject to Section 7.07, cease to be of further
effect. The Trustee shall join in the execution of a document prepared by the
Company acknowledging satisfaction and discharge of this Indenture on demand of
the Company accompanied by an Officers' Certificate and Opinion of Counsel and
at the cost and expense of the Company.

         SECTION 8.02 Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company upon written request any money or securities held by
them for the payment of any amount with respect to the 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 and the Trustee and the Paying Agent
shall have no further liability to the Securityholders with respect to such
money or securities for that period commencing after the return thereof.

                                   ARTICLE 9
                                   AMENDMENTS

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

         (1) to cure any ambiguity, omission, defect or inconsistency;


                                       49
<PAGE>   56

         (2) to comply with Article 5 or Section 11.14;

         (3) to secure the Company's obligations under the Securities and this
         Indenture;

         (4) to add to the Company's covenants for the benefit of the
         Securityholders or to surrender any right or power conferred upon the
         Company;

         (5) to make any change to comply with the TIA, or any amendment
         thereto, or to comply with any requirement of the SEC in connection
         with the qualification of the Indenture under the TIA, or as necessary
         in connection with the registration of the Securities under the
         Securities Act; or

         (6) to make any change that does not adversely affect the rights of any
         Holders.

         SECTION 9.02 With Consent of Holders. With the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding, the Company and the Trustee may amend this
Indenture or the Securities. However, without the consent of each Securityholder
affected, an amendment to this Indenture or the Securities may not:

         (1) change the provisions of this Indenture that relate to modifying or
         amending this Indenture;

         (2) make any change in the manner or rate of accrual in connection with
         Original Issue Discount, make any change in the manner of calculation
         of, or that adversely affects the right to receive, contingent
         interest, reduce the rate of interest referred to in paragraph 1 of the
         Securities, reduce the rate of interest referred to in Section 10.01
         upon the occurrence of a Tax Event, or extend the time for payment of
         Original Issue Discount, contingent interest or interest, if any, on
         any Security;

         (3) reduce the Principal Amount at Maturity, Restated Principal Amount
         or the Issue Price of or extend the Stated Maturity of any Security;

         (4) reduce the Redemption Price, Purchase Price or Change in Control
         Purchase Price of any Security;

         (5) make any Security payable in money or securities other than that
         stated in the Security;

         (6) make any change in Section 6.04, Section 6.07 or this Section 9.02,
         except to increase any percentage set forth therein;

         (7) make any change that adversely affects the right to convert any
         Security;


                                       50
<PAGE>   57

         (8) make any change that adversely affects the right to require the
         Company to purchase the Securities in accordance with the terms thereof
         and this Indenture; or

         (9) impair the right to institute suit for the enforcement of any
         payment with respect to, or conversion of, the Securities.

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

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

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

         SECTION 9.04 Revocation and Effect of Consents, Waivers and Actions.
Until an amendment, waiver or other action by Holders becomes effective, a
consent thereto by a Holder of a 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 amendment, waiver or other action is not made on the
Security. However, any such Holder or subsequent Holder may revoke the consent
as to such Holder's Security or portion of the Security if the Trustee receives
the notice of revocation before the date as of which the amendment, waiver or
action is made effective. After an amendment, waiver or action becomes
effective, it shall bind every Securityholder.

         SECTION 9.05 Notation on or Exchange of Securities. Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article 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 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 9.06 Trustee to Sign Supplemental Indentures. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article 9 if the
amendment contained therein does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing such supplemental indenture
the Trustee shall receive, and (subject to the provisions of Section 7.01) shall
be fully protected in relying upon, in addition to the documents required by
Section 13.04, an Officers' Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture.

         SECTION 9.07 Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes;


                                       51
<PAGE>   58

and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

                                   ARTICLE 10
                          SPECIAL TAX EVENT CONVERSION

         SECTION 10.01 Optional Conversion to Semiannual Coupon Note Upon Tax
Event. From and after (i) the date (the "Tax Event Date") of the occurrence of a
Tax Event and (ii) the date the Company exercises the option provided for in
this Section 10.01, whichever is later (the "Option Exercise Date"), at the
option of the Company, interest in lieu of future Original Issue Discount shall
accrue at the rate of 2.75% per annum on a restated principal amount per $1,000
original Principal Amount at Maturity (the "Restated Principal Amount") equal to
the Issue Price plus Original Issue Discount accrued through the Option Exercise
Date and shall be payable semiannually on February 6 and August 6 of each year
(each an "Interest Payment Date") to holders of record at the close of business
on January 22 or July 22 (each a "Regular Record Date") immediately preceding
such Interest Payment Date. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months and will accrue from the most recent date
on which interest has been paid or, if no interest has been paid, from the
Option Exercise Date. Within 15 days of the occurrence of a Tax Event, the
Company shall deliver a written notice of such Tax Event by facsimile and
first-class mail to the Trustee and within 15 days of its exercise of such
option the Company shall deliver a written notice of the Option Exercise Date by
facsimile and first-class mail to the Trustee and by first class mail to the
Holders of the Securities. From and after the Option Exercise Date, (i) the
Company shall be obligated to pay at Stated Maturity, in lieu of the Principal
Amount at Maturity of a Security, the Restated Principal Amount thereof plus
accrued and unpaid interest with respect to any Security, (ii) "Issue Price and
accrued Original Issue Discount," "Issue Price plus Original Issue Discount" or
similar words, as used herein, shall mean Restated Principal Amount plus accrued
and unpaid interest with respect to any Security and (iii) contingent interest
shall cease to accrue on the Securities. Securities authenticated and delivered
after the Option Exercise Date may, and shall if required by the Trustee, bear a
notation in a form approved by the Trustee as to the conversion of the
Securities to semiannual coupon notes. No other changes to the Indenture shall
result as a result of the events described in this Section 10.01.

                                   ARTICLE 11
                                   CONVERSION

         SECTION 11.01 Conversion Privilege. A Holder of a Security may convert
such Security into Common Stock at any time during the period stated in
paragraph 9 of the Securities. The number of shares of Common Stock issuable
upon conversion of a Security per $1,000 of Principal Amount at Maturity thereof
(the "Conversion Rate") shall be that set forth in paragraph 9 in the
Securities, subject to adjustment as herein set forth.


                                       52
<PAGE>   59

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

         "Average Sale Price" means the average of the Sale Prices of the Common
Stock for the shorter of

         (i) 30 consecutive trading days ending on the last full trading day
         prior to the Time of Determination with respect to the rights, warrants
         or options or distribution in respect of which the Average Sale Price
         is being calculated, or

         (ii) the period (x) commencing on the date next succeeding the first
         public announcement of (a) the issuance of rights, warrants or options
         or (b) the distribution, in each case, in respect of which the Average
         Sale Price is being calculated and (y) proceeding through the last full
         trading day prior to the Time of Determination with respect to the
         rights, warrants or options or distribution in respect of which the
         Average Sale Price is being calculated (excluding days within such
         period, if any, which are not trading days), or

         (iii) the period, if any, (x) commencing on the date next succeeding
         the Ex-Dividend Time with respect to the next preceding (a) issuance of
         rights, warrants or options or (b) distribution, in each case, for
         which an adjustment is required by the provisions of Section 11.06(4),
         11.07 or 11.08 and (y) proceeding through the last full trading day
         prior to the Time of Determination with respect to the rights, warrants
         or options or distribution in respect of which the Average Sale Price
         is being calculated (excluding days within such period, if any, which
         are not trading days).

         In the event that the Ex-Dividend Time (or in the case of a
subdivision, combination or reclassification, the effective date with respect
thereto) with respect to a dividend, subdivision, combination or
reclassification to which Section 11.06(1), (2), (3) or (5) applies occurs
during the period applicable for calculating "Average Sale Price" pursuant to
the definition in the preceding sentence, "Average Sale Price" shall be
calculated for such period in a manner determined by the Board of Directors to
reflect the impact of such dividend, subdivision, combination or
reclassification on the Sale Price of the Common Stock during such period.

         "Time of Determination" means the time and date of the earlier of (i)
the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 11.07 or 11.08 applies
and (ii) the time ("Ex-Dividend Time") immediately prior to the commencement of
"ex-dividend" trading for such rights, warrants or options or distribution on
the New York Stock Exchange or such other principal national or regional
exchange or market on which the Common Stock is then listed or quoted.

         SECTION 11.02 Conversion Procedure. To convert a Security a Holder must
satisfy the requirements in paragraph 9 of the Securities. The date on which the
Holder satisfies all those requirements is the conversion date (the "Conversion
Date"). As soon as practicable after the Conversion Date, the Company shall
deliver to the Holder, through the


                                       53
<PAGE>   60

Conversion Agent, a certificate for the number of full shares of Common Stock
issuable upon the conversion and cash in lieu of any fractional share determined
pursuant to Section 11.03. The person in whose name the certificate is
registered shall be treated as a stockholder of record on and after the
Conversion Date; provided, however, that no surrender of a Security on any date
when the stock transfer books of the Company shall be closed shall be effective
to constitute the person or persons entitled to receive the shares of Common
Stock upon such conversion as the record holder or holders of such shares of
Common Stock on such date, but such surrender shall be effective to constitute
the person or persons entitled to receive such shares of Common Stock as the
record holder or holders thereof for all purposes at the close of business on
the next succeeding day on which such stock transfer books are open; such
conversion shall be at the Conversion Rate in effect on the date that such
Security shall have been surrendered for conversion, as if the stock transfer
books of the Company had not been closed. Upon conversion of a Security, such
person shall no longer be a Holder of such Security.

         No payment or adjustment will be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article 11. On conversion of a Security, that portion of accrued Original Issue
Discount (or interest, if the Company has exercised its option provided for in
Section 10.01) attributable to the period from the Issue Date (or, if the
Company has exercised the option provided for in Section 10.01, the later of (x)
the date of such exercise and (y) the date on which interest was last paid) of
the Security through but not including the Conversion Date and (except as
provided below) accrued contingent interest with respect to the converted
Security shall not be cancelled, extinguished or forfeited, but rather shall be
deemed to be paid in full to the Holder thereof through delivery of the Common
Stock (together with the cash payment, if any, in lieu of fractional shares) in
exchange for the Security being converted pursuant to the provisions hereof; and
the fair market value of such shares of Common Stock (together with any such
cash payment in lieu of fractional shares) shall be treated as issued, to the
extent thereof, first in exchange for Original Issue Discount (or interest, if
the Company has exercised its option provided for in Section 10.01) accrued
through the Conversion Date and accrued contingent interest, and the balance, if
any, of such fair market value of such Common Stock (and any such cash payment)
shall be treated as issued in exchange for the Issue Price of the Security being
converted pursuant to the provisions hereof.

         If the Holder converts more than one Security at the same time, the
number of shares of Common Stock issuable upon the conversion shall be based on
the total Principal Amount at Maturity of the Securities converted.

         If the last day on which a Security may be converted is a Legal
Holiday, the Security may be surrendered on the next succeeding day that is not
a Legal Holiday.

         Upon surrender of a Security that is converted in part, the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder, a
new Security in an authorized denomination equal in Principal Amount at Maturity
to the unconverted portion of the Security surrendered.

         SECTION 11.03 Fractional Shares. The Company will not issue a
fractional share of Common Stock upon conversion of a Security. Instead, the
Company will deliver cash for the current market value of the fractional


                                       54
<PAGE>   61

share. The current market value of a fractional share shall be determined, to
the nearest 1/1,000th of a share, by multiplying the Sale Price of the Common
Stock, on the last trading day prior to the Conversion Date, of a full share by
the fractional amount and rounding the product to the nearest whole cent.

         SECTION 11.04 Taxes on Conversion. If a Holder converts a Security, the
Company shall pay any documentary, stamp or similar issue or transfer tax due on
the issue of shares of Common Stock upon the conversion. However, the Holder
shall pay any such tax which is due because the Holder requests the shares to be
issued in a name other than the Holder's name. The Conversion Agent may refuse
to deliver the certificates representing the Common Stock being issued in a name
other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be issued
in a name other than the Holder's name. Nothing herein shall preclude any tax
withholding required by law or regulations.

         SECTION 11.05 Company to Provide Stock. The Company shall, prior to
issuance of any Securities under this Article 11, and from time to time as may
be necessary, reserve out of its authorized but unissued Common Stock a
sufficient number of shares of Common Stock to permit the conversion of the
Securities.

         All shares of Common Stock delivered upon conversion of the Securities
shall be newly issued shares or treasury shares, shall be duly and validly
issued and fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim created by the Company.

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

         SECTION 11.06 Adjustment for Change In Capital Stock. If, after the
Issue Date of the Securities, the Company:

         (1) pays a dividend or makes a distribution on its Common Stock in
         shares of its Common Stock;

         (2) subdivides its outstanding shares of Common Stock into a greater
         number of shares;

         (3) combines its outstanding shares of Common Stock into a smaller
         number of shares;

         (4) pays a dividend or makes a distribution on its Common Stock in
         shares of its Capital Stock (other than Common Stock or rights,
         warrants or options for its Capital Stock); or

         (5) issues by reclassification of its Common Stock any shares of its
         Capital Stock (other than rights, warrants or options for its Capital
         Stock),


                                       55
<PAGE>   62

         then the conversion privilege and the Conversion Rate in effect
         immediately prior to such action shall be adjusted so that the Holder
         of a Security thereafter converted may receive the number of shares of
         Capital Stock of the Company which such Holder would have owned
         immediately following such action if such Holder had converted the
         Security immediately prior to such action.

         The adjustment shall become effective immediately after the record date
in the case of a dividend or distribution and immediately after the effective
date in the case of a subdivision, combination or reclassification.

         If after an adjustment a Holder of a Security upon conversion of such
Security may receive shares of two or more classes of Capital Stock of the
Company, the Conversion Rate shall thereafter be subject to adjustment upon the
occurrence of an action taken with respect to any such class of Capital Stock as
is contemplated by this Article 11 with respect to the Common Stock, on terms
comparable to those applicable to Common Stock in this Article 11.

         SECTION 11.07 Adjustment for Rights Issue. If after the Issue Date of
the Securities, the Company distributes any rights, warrants or options to all
holders of its Common Stock entitling them, for a period expiring within 60 days
after the record date for such distribution, to purchase shares of Common Stock
at a price per share less than the Sale Price of the Common Stock as of the Time
of Determination, the Conversion Rate shall be adjusted in accordance with the
formula:

                       R' = R x      (O + N)
                               -------------------
                                 (O + (N x P)/M)

         where:

         R' = the adjusted Conversion Rate.

         R = the current Conversion Rate.

         O = the number of shares of Common Stock outstanding on the record date
         for the distribution to which this Section 11.07 is being applied.

         N = the number of additional shares of Common Stock offered pursuant to
         the distribution.

         P = the offering price per share of the additional shares.

         M = the Average Sale Price, minus, in the case of (i) a distribution to
         which Section 11.06(4) applies or (ii) a distribution to which Section
         11.08 applies, for which, in each case, (x) the record date shall occur
         on or before the record date for the distribution to which this Section
         11.07 applies and (y) the Ex-Dividend Time shall occur on or after the
         date of the Time of Determination for the distribution to which this
         Section 11.07 applies, the fair market value (on the record date for
         the distribution to which this Section 11.07 applies) of the


                                       56
<PAGE>   63

         (1) Capital Stock of the Company distributed in respect of each share
         of Common Stock in such Section 11.06(4) distribution and

         (2) assets of the Company or debt securities or any rights, warrants or
         options to purchase securities of the Company distributed in respect of
         each share of Common Stock in such Section 11.08 distribution.

         The Board of Directors shall determine fair market values for the
purposes of this Section 11.07.

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the rights, warrants
or options to which this Section 11.07 applies. If all of the shares of Common
Stock subject to such rights, warrants or options have not been issued when such
rights, warrants or options expire, then the Conversion Rate shall promptly be
readjusted to the Conversion Rate which would then be in effect had the
adjustment upon the issuance of such rights, warrants or options been made on
the basis of the actual number of shares of Common Stock issued upon the
exercise of such rights, warrants or options.

         No adjustment shall be made under this Section 11.07 if the application
of the formula stated above in this Section 11.07 would result in a value of R'
that is equal to or less than the value of R.

         SECTION 11.08 Adjustment for Other Distributions.

         (a) If, after the Issue Date of the Securities, the Company distributes
to all holders of its Common Stock any of its assets excluding distributions of
Capital Stock or equity interests referred to in Section 11.08(b), or debt
securities or any rights, warrants or options to purchase securities of the
Company (including securities or cash, but excluding (x) distributions of
Capital Stock referred to in Section 11.06 and distributions of rights, warrants
or options referred to in Section 11.07 and (y) cash dividends or other cash
distributions that are paid out of consolidated current net earnings or earnings
retained in the business as shown on the books of the Company unless such cash
dividends or other cash distributions are Extraordinary Cash Dividends) the
Conversion Rate shall be adjusted, subject to the provisions of Section
11.08(c), in accordance with the formula:

                                R' =  R x M
                                      -----
                                      M - F


where:

         R' = the adjusted Conversion Rate.

         R = the current Conversion Rate.

         M = the Average Sale Price, minus, in the case of a distribution to
which Section 11.06(4) applies, for which (i) the record date shall occur on or
before the record date for the


                                       57
<PAGE>   64

distribution to which this Section 11.08(a) applies and (ii) the Ex-Dividend
Time shall occur on or after the date of the Time of Determination for the
distribution to which this Section 11.08(a) applies, the fair market value (on
the record date for the distribution to which this Section 11.08(a) applies) of
any Capital Stock of the Company distributed in respect of each share of Common
Stock in such Section 11.06(4) distribution.

         F = the fair market value (on the record date for the distribution to
which this Section 11.08(a) applies) of the assets, securities, rights, warrants
or options to be distributed in respect of each share of Common Stock in the
distribution to which this Section 11.08(a) is being applied (including, in the
case of cash dividends or other cash distributions giving rise to an adjustment,
all such cash distributed concurrently).

         The Board of Directors shall determine fair market values for the
purposes of this Section 11.08(a).

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the distribution to
which this Section 11.08(a) applies.

         For purposes of this Section 11.08(a), the term "Extraordinary Cash
Dividend" shall mean any cash dividend with respect to the Common Stock the
amount of which, together with the aggregate amount of cash dividends on the
Common Stock to be aggregated with such cash dividend in accordance with the
provisions of this paragraph, equals or exceeds the threshold percentage set
forth in item (i) below. For purposes of item (i) below, the "Measurement
Period" with respect to a cash dividend on the Common Stock shall mean the 365
consecutive day period ending on the date prior to the Ex-Dividend Time with
respect to such cash dividend, and the "Relevant Cash Dividends" with respect to
a cash dividend on the Common Stock shall mean the cash dividends on the Common
Stock with Ex-Dividend Times occurring in the Measurement Period.

         (i) If, upon the date prior to the Ex-Dividend Time with respect to a
         cash dividend on the Common Stock, the aggregate amount of such cash
         dividend together with the amounts of all Relevant Cash Dividends
         equals or exceeds on a per share basis 5% of the Sale Price of the
         Common Stock on the last trading day preceding the date of declaration
         by the Board of Directors of the cash dividend with respect to which
         this provision is being applied, then such cash dividend together with
         all Relevant Cash Dividends, shall be deemed to be an Extraordinary
         Cash Dividend and for purposes of applying the formula set forth above
         in this Section 11.08(a), the value of "F" shall be equal to (y) the
         aggregate amount of such cash dividend together with the amount of all
         Relevant Cash Dividends, minus (z) the aggregate amount of all Relevant
         Cash Dividends for which a prior adjustment in the Conversion Rate was
         previously made under this Section 11.08(a).

         In making the determinations required by item (i) above, the amount of
         cash dividends paid on a per share basis and the amount of any Relevant
         Cash


                                       58
<PAGE>   65

         Dividends specified in item (i) above, shall be appropriately adjusted
         to reflect the occurrence during such period of any event described in
         Section 11.06.

         (b) If, after the Issue Date of the Securities, the Company pays a
dividend or makes a distribution to all holders of its Common Stock consisting
of Capital Stock of any class or series, or similar equity interests, of or
relating to a Subsidiary or other business unit of the Company, the Conversion
Rate shall be adjusted in accordance with the formula:

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


where:

         R' = the adjusted Conversion Rate.

         R = the current Conversion Rate.

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

         F = the fair market value of the securities distributed in respect of
each share of Common Stock for which this Section 11.08(b) shall mean the number
of securities distributed in respect of each share of Common Stock multiplied by
the average of the Post-Distribution Prices of those securities distributed for
the 10 trading days commencing on and including the fifth trading day after the
Ex-Dividend Date.

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


                                       59
<PAGE>   66

such quotations which reflect the post-distribution value of the Capital Stock
or equity interests as it considers appropriate.

         (c) In the event that, with respect to any distribution to which
Section 11.08(a) would otherwise apply, the difference "M-F" as defined in the
formula set forth in Section 11.08(a) is less than $1.00 or "F" is equal to or
greater than "M", then the adjustment provided by Section 11.08(a) shall not be
made and in lieu thereof the provisions of Section 11.14 shall apply to such
distribution.

         SECTION 11.09 When Adjustment May Be Deferred. No adjustment in the
Conversion Rate need be made unless the adjustment would require an increase or
decrease of at least 1% in the Conversion Rate. Any adjustments that are not
made shall be carried forward and taken into account in any subsequent
adjustment.

         All calculations under this Article 11 shall be made to the nearest
cent or to the nearest 1/1,000th of a share, as the case may be.

         SECTION 11.10 When No Adjustment Required. No adjustment need be made
for a transaction referred to in Section 11.06, 11.07, 11.08 or 11.14 if
Securityholders are to participate in the transaction on a basis and with notice
that the Board of Directors determines to be fair and appropriate in light of
the basis and notice on which holders of Common Stock participate in the
transaction. Such participation by Securityholders may include participation
upon conversion provided that an adjustment shall be made at such time as the
Securityholders are no longer entitled to participate.

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

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

         To the extent the Securities become convertible pursuant to this
Article 11 into cash, no adjustment need be made thereafter as to the cash.
Interest will not accrue on the cash.

         SECTION 11.11 Notice of Adjustment. Whenever the Conversion Rate is
adjusted, the Company shall promptly mail to Securityholders a notice of the
adjustment. The Company shall file with the Trustee and the Conversion Agent
such notice and a certificate from the Company's independent public accountants
briefly stating the facts requiring the adjustment and the manner of computing
it. The certificate shall be conclusive evidence that the adjustment is correct.
Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such certificate except to exhibit the same
to any Holder desiring inspection thereof.

         SECTION 11.12 Voluntary Increase. The Company from time to time may
increase the Conversion Rate by any amount for any period of time. Whenever the
Conversion Rate is increased, the Company shall mail to Securityholders and file
with the Trustee and the Conversion Agent a notice of the increase. The Company
shall mail the notice at least 15 days


                                       60
<PAGE>   67

before the date the increased Conversion Rate takes effect. The notice shall
state the increased Conversion Rate and the period it will be in effect.

         A voluntary increase of the Conversion Rate does not change or adjust
the Conversion Rate otherwise in effect for purposes of Section 11.06, 11.07 or
11.08.

         SECTION 11.13 Notice of Certain Transactions. If:

         (1) the Company takes any action that would require an adjustment in
         the Conversion Rate pursuant to Section 11.06, 11.07 or 11.08 (unless
         no adjustment is to occur pursuant to Section 11.10); or

         (2) the Company takes any action that would require a supplemental
         indenture pursuant to Section 11.14; or

         (3) there is a liquidation or dissolution of the Company;

then the Company shall mail to Securityholders and file with the Trustee and the
Conversion Agent a notice stating the proposed record date for a dividend or
distribution or the proposed effective date of a subdivision, combination,
reclassification, consolidation, merger, binding share exchange, transfer,
liquidation or dissolution. The Company shall file and mail the notice at least
15 days before such date. Failure to file or mail the notice or any defect in it
shall not affect the validity of the transaction.

         SECTION 11.14 Reorganization of Company; Special Distributions. If the
Company is a party to a transaction subject to Section 5.01 (other than a sale
of all or substantially all of the assets of the Company in a transaction in
which the holders of Common Stock immediately prior to such transaction do not
receive securities, cash or other assets of the Company or any other person) or
a merger or binding share exchange which reclassifies or changes the outstanding
Common Stock of the Company, the person obligated to deliver securities, cash or
other assets upon conversion of Securities shall enter into a supplemental
indenture. If the issuer of securities deliverable upon conversion of Securities
is an Affiliate of the successor Company, that issuer shall join in the
supplemental indenture.

         The supplemental indenture shall provide that the Holder of a Security
may convert it into the kind and amount of securities, cash or other assets
which such Holder would have received immediately after the consolidation,
merger, binding share exchange or transfer if such Holder had converted the
Security immediately before the effective date of the transaction, assuming (to
the extent applicable) that such Holder (i) was not a constituent person or an
Affiliate of a constituent person to such transaction; (ii) made no election
with respect thereto; and (iii) was treated alike with the plurality of
non-electing Holders. The supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Article 11. The successor Company shall mail to
Securityholders a notice briefly describing the supplemental indenture.

         If this Section applies, neither Section 11.06 nor 11.07 applies.


                                       61
<PAGE>   68

         If the Company makes a distribution to all holders of its Common Stock
of any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Company that, but for the provisions of Section
11.08(c), would otherwise result in an adjustment in the Conversion Rate
pursuant to the provisions of Section 11.08, then, from and after the record
date for determining the holders of Common Stock entitled to receive the
distribution, a Holder of a Security that converts such Security in accordance
with the provisions of this Indenture shall upon such conversion be entitled to
receive, in addition to the shares of Common Stock into which the Security is
convertible, the kind and amount of securities, cash or other assets comprising
the distribution that such Holder would have received if such Holder had
converted the Security immediately prior to the record date for determining the
holders of Common Stock entitled to receive the distribution.

         SECTION 11.15 Company Determination Final. Any determination that the
Company or the Board of Directors must make pursuant to Section 11.03, 11.06,
11.07, 11.08, 11.09, 11.10, 11.14 or 11.17 is conclusive.

         SECTION 11.16 Trustee's Adjustment Disclaimer. The Trustee has no duty
to determine when an adjustment under this Article 11 should be made, how it
should be made or what it should be. The Trustee has no duty to determine
whether a supplemental indenture under Section 11.14 need be entered into or
whether any provisions of any supplemental indenture are correct. The Trustee
shall not be accountable for and makes no representation as to the validity or
value of any securities or assets issued upon conversion of Securities. The
Trustee shall not be responsible for the Company's failure to comply with this
Article 11. Each Conversion Agent shall have the same protection under this
Section 11.16 as the Trustee.

         SECTION 11.17 Simultaneous Adjustments. In the event that this Article
11 requires adjustments to the Conversion Rate under more than one of Sections
11.06(4), 11.07 or 11.08, and the record dates for the distributions giving rise
to such adjustments shall occur on the same date, then such adjustments shall be
made by applying, first, the provisions of Section 11.06, second, the provisions
of Section 11.08 and, third, the provisions of Section 11.07.

         SECTION 11.18 Successive Adjustments. After an adjustment to the
Conversion Rate under this Article 11, any subsequent event requiring an
adjustment under this Article 11 shall cause an adjustment to the Conversion
Rate as so adjusted.

         SECTION 11.19 Rights Issued in Respect of Common Stock Issued Upon
Conversion. Each share of Common Stock issued upon conversion of Securities
pursuant to this Article 11 shall be entitled to receive the appropriate number
of common stock or preferred stock purchase rights, as the case may be (the
"Rights"), if any, that all shares of Common Stock are entitled to receive and
the certificates representing the Common Stock issued upon such conversion shall
bear such legends, if any, in each case as may be provided by the terms of any
shareholder rights agreement adopted by the Company, as the same may be amended
from time to time (in each case, a "Rights Agreement"). Provided that such
Rights Agreement requires that each share of Common Stock issued upon conversion
of Securities at any time prior to the distribution of separate certificates
representing the Rights be entitled to receive such Rights, then,
notwithstanding anything else to the contrary in this Article 11, there shall
not be any adjustment to the conversion privilege or Conversion Rate as a result
of the issuance of Rights,


                                       62
<PAGE>   69

the distribution of separate certificates representing the Rights, the exercise
or redemption of such Rights in accordance with any such Rights Agreement, or
the termination or invalidation of such Rights.

                                   ARTICLE 12
                               PAYMENT OF INTEREST

         SECTION 12.01 Interest Payments. Semiannual or contingent interest on
any Security that is payable in cash, and is punctually paid or duly provided
for, on any applicable payment date shall be paid to the person in whose name
that Security is registered at the close of business on the Regular Record Date
or accrual date, as the case may be, for such interest at the office or agency
of the Company maintained for such purpose. Each installment of semiannual or
contingent interest on any Security shall be paid in same-day funds by transfer
to an account maintained by the payee located inside the United States, if the
Trustee shall have received proper wire transfer instructions from such payee
not later than the related Regular Record Date or accrual date, as the case may
be, or, if no such instructions have been received, by check drawn on a bank in
New York City mailed to the payee at its address set forth on the Registrar's
books. In the case of a permanent Global Security, semiannual or contingent
interest payable on any applicable payment date will be paid to the Depositary,
with respect to that portion of such permanent Global Security held for its
account by Cede & Co. for the purpose of permitting such party to credit the
interest received by it in respect of such permanent Global Security to the
accounts of the beneficial owners thereof.

         SECTION 12.02 Defaulted Interest. Except as otherwise specified with
respect to the Securities, any semiannual or contingent interest on any Security
that is payable, but is not punctually paid or duly provided for, within 30 days
following any applicable payment date (herein called "Defaulted Interest", which
term shall include any accrued and unpaid interest that has accrued on such
defaulted amount in accordance with paragraph 1 of the Securities), shall
forthwith cease to be payable to the registered Holder thereof on the relevant
Regular Record Date or accrual date, as the case may be, by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:

         (1) The Company may elect to make payment of any Defaulted Interest to
         the persons in whose names the Securities are registered at the close
         of business on a special record date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security and the date of the proposed
         payment (which shall not be less than 20 days after such notice is
         received by the Trustee), and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit on
         or prior to the date of the proposed payment, such money when deposited
         to be held in trust for the benefit of the persons entitled to such
         Defaulted Interest as in this clause provided. Thereupon


                                       63
<PAGE>   70

         the Trustee shall fix a special record date (the "Special Record Date")
         for the payment of such Defaulted Interest which shall be not more than
         15 days and not less than 10 days prior to the date of the proposed
         payment and not less than 10 days after the receipt by the Trustee of
         the notice of the proposed payment. The Trustee shall promptly notify
         the Company of such Special Record Date and, in the name and at the
         expense of the Company, shall cause notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor to be
         mailed, first-class postage prepaid, to each Holder of Securities at
         his address as it appears on the list of Securityholders maintained
         pursuant to Section 2.05 not less than 10 days prior to such Special
         Record Date. Notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor having been mailed as aforesaid,
         such Defaulted Interest shall be paid to the persons in whose names the
         Securities are registered at the close of business on such Special
         Record Date and shall no longer be payable pursuant to the following
         clause (2).

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

         SECTION 12.03 Interest Rights Preserved. Subject to the foregoing
provisions of this Article 12 and Section 2.06, each Security delivered under
this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Security shall carry the rights to semiannual and contingent interest
accrued and unpaid, and to accrue, which were carried by such other Security.

                                   ARTICLE 7
                                  MISCELLANEOUS

         SECTION 13.01 Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

         SECTION 13.02 Notices. Any request, demand, authorization, notice,
waiver, consent or communication shall be in writing and delivered in person or
delivery by courier guaranteeing overnight delivery or mailed by first-class
mail, postage prepaid, addressed as follows or transmitted by facsimile
transmission (confirmed by guaranteed overnight courier) to the following
facsimile numbers:

         if to the Company:

                  SPX Corporation
                  700 Terrace Point Drive


                                       64
<PAGE>   71

                  Muskegon, MI  49440

                  Telephone No. (231) 724-5000
                  Facsimile No. (231) 724-5302
                  Attention:  Chief Financial Officer

         with a copy to:

                  Fried, Frank, Harris, Shriver & Jacobson
                  One New York Plaza
                  New York, NY  10004-1980

                  Telephone No. (212) 859-8185
                  Facsimile No. (212) 859-4000
                  Attention:  Aviva Diamant, Esq.

         if to the Trustee:

                  The Chase Manhattan Bank
                  450 West 33rd Street
                  New York, NY  10001

                  Telephone No. (212) 946-7550
                  Facsimile No. (212) 946-8162
                  Attention:  Institutional Trust Services

         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 Securityholder shall be mailed
to the Securityholder, by first-class mail, postage prepaid, at the
Securityholder'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 Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. 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 Securityholders,
it shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion
Agent or co-registrar.

         SECTION 13.03 Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of TIA Section
312(c).


                                       65
<PAGE>   72

         SECTION 13.04 Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee if reasonably
requested:

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

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

         SECTION 13.05 Statements Required in Certificate or Opinion. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include to the extent
required by the Trustee:

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

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

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

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

         SECTION 13.06 Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

         SECTION 13.07 Rules by Trustee, Paying Agent, Conversion Agent and
Registrar. The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar, Conversion Agent and the Paying Agent may make
reasonable rules for their functions.

         SECTION 13.08 Calculations. The calculation of the Purchase Price,
Change in Control Purchase Price, Conversion Rate, Market Price, Sale Price of
the Common Stock and each other calculation to be made hereunder (other than the
LYON Market Price) shall be the obligation of the Company. All calculations made
by the Company as contemplated pursuant to this Section 13.08 shall be final and
binding on the Company and the Holders absent manifest error. The Trustee,
Paying Agent, Conversion Agent and Bid Solicitation Agent shall not be obligated
to recalculate, recompute or confirm any such calculations.


                                       66
<PAGE>   73

         SECTION 13.09 Legal Holidays. A "Legal Holiday" is any day other than a
Business Day. If any specified date (including a date for giving notice) is a
Legal Holiday, the action shall be taken on the next succeeding day that is not
a Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Securities, no Original Issue Discount or interest, if any, shall
accrue for the intervening period.

         SECTION 13.10 GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS INDENTURE AND THE SECURITIES.

         SECTION 13.11 No Recourse Against Others. A director, officer,
employee, agent, representative, stockholder or equity holder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

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

         SECTION 13.13 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.



                                       67
<PAGE>   74



         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.

                                 SPX CORPORATION

                                 By:      /s/ Christopher J. Kearney
                                          -----------------------------
                                          Name:    Christopher J. Kearney
                                          Title:   Vice President, Secretary and
                                                   General Counsel





                                 THE CHASE MANHATTAN BANK,
                                 as Trustee

                                 By:      /s/ Natalie B. Pesce
                                          -------------------------
                                          Name:    Natalie B. Pesce
                                          Title:   Trust Officer





<PAGE>   75


                                   EXHIBIT A-1

                        [FORM OF FACE OF GLOBAL SECURITY]

         FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE,
THIS SECURITY IS ISSUED WITH AN INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT
FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE DATE IS FEBRUARY 6,
2001, AND THE YIELD TO MATURITY FOR PURPOSES OF ACCRUING ORIGINAL ISSUE DISCOUNT
IS 9.625% PER ANNUM.

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

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

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

         THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH SPX CORPORATION (THE
"COMPANY" OR THE "ISSUER") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR


<PAGE>   76

RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (A)(1), (2),(3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH
OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.

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


<PAGE>   77


                                 SPX CORPORATION
                      Liquid Yield Option(TM) Note due 2021
                              (Zero Coupon-Senior)

No. R-                                       CUSIP:  784635 AC 8
Issue Date: February 6, 2001                 Original Issue Discount: $420.88
Issue Price:  $579.12                        (for each $1,000 Principal
(for each $1,000 Principal                   Amount at Maturity)
Amount at Maturity)

         SPX CORPORATION, a Delaware corporation, promises to pay to Cede & Co.
or registered assigns, the Principal Amount at Maturity of ________________
DOLLARS ($____________) on February 6, 2021.

         This Security shall not bear interest except as specified on the other
side of this Security. Original Issue Discount will accrue as specified on the
other side of this Security. This Security is convertible as specified on the
other side of this Security.

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

Dated:   _____________                   SPX CORPORATION

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





TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

THE CHASE MANHATTAN BANK,
as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.


By:      ________________________
         Authorized Officer

Dated:   ________________________


<PAGE>   78


                         [FORM OF REVERSE SIDE OF LYON]
                      Liquid Yield Option(TM) Note due 2021
                              (Zero Coupon-Senior)


1.       Interest.

         This Security shall not bear interest, except as specified in this
paragraph or in paragraphs 5 and 11 hereof. If the Principal Amount at Maturity
hereof or any portion of such Principal Amount at Maturity is not paid when due
(whether upon acceleration pursuant to Section 6.02 of the Indenture, upon the
date set for payment of the Redemption Price pursuant to paragraph 6 hereof,
upon the date set for payment of the Purchase Price or Change in Control
Purchase Price pursuant to paragraph 7 hereof or upon the Stated Maturity of
this Security) or if interest (including contingent interest, if any) due hereon
or any portion of such interest is not paid when due in accordance with
paragraph 5 or 11 hereof, then in each such case the overdue amount shall, to
the extent permitted by law, bear interest at the rate of 2.75% per annum,
compounded semiannually, which interest shall accrue from the date such overdue
amount was originally due to the date payment of such amount, including interest
thereon, has been made or duly provided for. All such interest shall be payable
on demand. The accrual of such interest on overdue amounts shall be in lieu of,
and not in addition to, the continued accrual of Original Issue Discount.

         Original Issue Discount (the difference between the Issue Price and the
Principal Amount at Maturity of the Security), in the period during which a
Security remains outstanding, shall accrue at 2.75% per annum, on a semiannual
bond equivalent basis using a 360-day year composed of twelve 30-day months,
from the Issue Date of this Security.

2.       Method of Payment.

         Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of Redemption Prices, Purchase Prices, Change in
Control Purchase Prices and at Stated Maturity to Holders who surrender
Securities to a Paying Agent to collect such payments in respect of the
Securities. The Company will pay any cash amounts in money of the United States
that at the time of payment is legal tender for payment of public and private
debts. However, the Company may make such cash payments by check payable in such
money.

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

         Initially, The Chase Manhattan Bank, a New York banking corporation
(the "Trustee"), will act as Paying Agent, Conversion Agent, Registrar and Bid
Solicitation Agent. The Company may appoint and change any Paying Agent,
Conversion Agent, Registrar or co-registrar or Bid Solicitation Agent without
notice, other than notice to the Trustee except that the Company will maintain
at least one Paying Agent in the State of New York, City of New York, Borough of
Manhattan, which shall initially be an office or agency of the Trustee. The
Company or any of its Subsidiaries or any of their Affiliates may act as Paying
Agent, Conversion Agent, Registrar or co-registrar. None of the Company, any of
its Subsidiaries or any of their Affiliates shall act as Bid Solicitation Agent.


<PAGE>   79

4.       Indenture.

         The Company issued the Securities under an Indenture dated as of
February 6, 2001 (the "Indenture"), between the Company and the Trustee. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as in
effect from time to time (the "TIA"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to
the Indenture and the TIA for a statement of those terms.

         The Securities are general unsecured and unsubordinated obligations of
the Company limited to $994,750,000 aggregate Principal Amount at Maturity
(subject to Section 2.07 of the Indenture). The Indenture does not limit other
indebtedness of the Company, secured or unsecured.

5.       Contingent Interest.

         Subject to the accrual and record date provisions specified in this
paragraph 5, the Company shall pay contingent interest to the Holders during any
six-month period (a "Contingent Interest Period") from February 6 to August 5
and from August 6 to February 5, commencing after February 6, 2006, if the
average LYON Market Price for the Five-Day Period with respect to such
Contingent Interest Period equals 120% or more of the sum of the Issue Price of
a Security and Original Issue Discount accrued thereon to the trading day
immediately preceding the first day of the relevant Contingent Interest Period.

         The amount of contingent interest payable per $1,000 Principal Amount
at Maturity hereof in respect of any Quarterly Period within a Contingent
Interest Period shall equal the greater of (x) 0.0625% of the average LYON
Market Price for the Five-Day Period with respect to such Contingent Interest
Period and (y) Regular Cash Dividends paid by the Company per share of Common
Stock during that Quarterly Period multiplied by the number of shares of Common
Stock into which $1,000 Principal Amount at Maturity hereof is convertible
pursuant to paragraph 9 hereof as of the accrual date for such contingent
interest.

         Contingent interest, if any, will accrue and be payable to Holders as
of the 15th day (whether or not a Business Day) preceding the last day of the
relevant Contingent Interest Period or, if Regular Cash Dividends are paid by
the Company during a Quarterly Period, to Holders as of the record date for the
related Regular Cash Dividend. Such payments shall be paid on the last day of
the relevant Contingent Interest Period or, if Regular Cash Dividends are paid
by the Company during a Quarterly Period, on the payment date of the related
Regular Cash Dividend. Original Issue Discount will continue to accrue at 2.75%
per annum whether or not contingent interest is paid.

         "Five-Day Period" means, with respect to any Contingent Interest
Period, the five trading days ending on the second trading day immediately
preceding the first day of such Contingent Interest Period; provided, however,
if the Company shall have declared a Regular Cash Dividend on its Common Stock
that is payable during such Contingent Interest Period but for which the record
date for determining stockholders entitled thereto precedes the first day of
such


<PAGE>   80

Contingent Interest Period, then "Five-Day Period" shall mean, with respect to
such Contingent Interest Period, the five trading days ending on the second
trading day immediately preceding such record date.

         "Regular Cash Dividends" means any quarterly or other periodic cash
dividends on the Company's Common Stock as declared by the Company's Board of
Directors as part of its cash dividend payment practices and that are not
designated by them as extraordinary or special or other nonrecurring dividends.

         "LYON Market Price" means, as of any date of determination, the average
of the secondary market bid quotations per $1,000 Principal Amount at Maturity
obtained by the Bid Solicitation Agent for $10 million Principal Amount at
Maturity of Securities at approximately 4:00 p.m., New York City time, on such
determination date from three recognized securities dealers in The City of New
York (none of which shall be an Affiliate of the Company) selected by the
Company; provided, however, if (a) at least three such bids are not obtained by
the Bid Solicitation Agent or (b) in the Company's reasonable judgment, the bid
quotations are not indicative of the secondary market value of the Securities as
of such determination date, then the LYON Market Price for such determination
date shall equal (i) the Conversion Rate in effect as of such determination date
multiplied by (ii) the average Sale Price of the Common Stock for the five
trading days ending on such determination date, appropriately adjusted to take
into account the occurrence, during the period commencing on the first of such
trading days during such five trading day period and ending on such
determination date, of any event described in Section 11.06, 11.07 or 11.08
(subject to the conditions set forth in Sections 11.09 and 11.10) of the
Indenture.

         The term "Quarterly Period" shall mean, with respect to any Contingent
Interest Period, any quarterly period within such Contingent Interest Period
extending from February 6 to May 5, May 6 to August 5, August 6 to November 5,
or from November 6 to February 5.

         Upon determination that Holders will be entitled to receive contingent
interest which may become payable during a Contingent Interest Period, on or
prior to the first day of such Contingent Interest Period, the Company shall
promptly notify the Trustee of such determination and shall issue a press
release and publish such information on its web site on the World Wide Web. The
Company shall also notify the Trustee of the declaration of any Regular Cash
Dividends and the related record and payment dates.

6.       Redemption at the Option of the Company.

         No sinking fund is provided for the Securities. The Securities are
redeemable as a whole, or from time to time in part, at any time at the option
of the Company in accordance with the Indenture at the Redemption Prices set
forth below, provided that the Securities are not redeemable prior to February
6, 2006.

         The table below shows Redemption Prices of a Security per $1,000
Principal Amount at Maturity on the dates shown below and at Stated Maturity,
which prices reflect accrued Original Issue Discount calculated to each such
date. The Redemption Price of a Security redeemed


<PAGE>   81

between such dates shall include an additional amount reflecting the additional
Original Issue Discount accrued since the preceding date in the table but not
including the Redemption Date.


<PAGE>   82

<TABLE>
<CAPTION>
                             (1)         (2)                (3)
                                          Accrued        Redemption
                            LYON      Original Issue       Price
Redemption Date         Issue Price      Discount        (1) + (2)
---------------         -----------     ---------       ----------
<C>                    <C>              <C>             <C>
February 6:
2006 .............     $   579.12       $  84.74        $  663.86
2007 .............         579.12         103.12           682.24
2008 .............         579.12         122.01           701.13
2009 .............         579.12         141.43           720.55
2010 .............         579.12         161.38           740.50
2011 .............         579.12         181.88           761.00
2012 .............         579.12         202.95           782.07
2013 .............         579.12         224.60           803.72
2014 .............         579.12         246.86           825.98
2015 .............         579.12         269.73           848.85
2016 .............         579.12         293.23           872.35
2017 .............         579.12         317.39           896.51
2018 .............         579.12         342.21           921.33
2019 .............         579.12         367.72           946.84
2020 .............         579.12         393.94           973.06
At Stated Maturity         579.12         420.88         1,000.00
</TABLE>

         If this Security has been converted to a semiannual coupon note
following the occurrence of a Tax Event, the Redemption Price will be equal to
the Restated Principal Amount plus accrued and unpaid interest from the date of
such conversion to but not including the Redemption Date; but in no event will
this Security be redeemable before February 6, 2006.

         In addition to the Redemption Price payable with respect to all
Securities or portions thereof to be redeemed as of a Redemption Date, the
Holders of such Securities (or portions thereof) shall be entitled to receive
accrued and unpaid contingent interest, if any, with respect thereto, which
contingent interest shall be paid in cash on the Redemption Date.

7.       Purchase by the Company at the Option of the Holder.

         Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, the Securities held
by such Holder on the following Purchase Dates and at the following Purchase
Prices per $1,000 Principal Amount at Maturity, upon delivery of a Purchase
Notice containing the information set forth in the Indenture, at any time from
the opening of business on the date that is 20 Business Days prior to such
Purchase Date until the close of business on such Purchase Date and upon
delivery of the Securities to the Paying Agent by the Holder as set forth in the
Indenture.

<TABLE>
<CAPTION>
         Purchase Date                              Purchase Price
         -------------                              --------------
<S>                                                 <C>
         February 6, 2004                            $628.57

         February 6, 2006                            $663.86

         February 6, 2011                            $761.00
</TABLE>
<PAGE>   83
         The Purchase Price (equal to the Issue Price plus accrued Original
Issue Discount to the Purchase Date) may be paid, at the option of the Company,
in cash or by the issuance and delivery of shares of Common Stock of the
Company, or in any combination thereof in accordance with the Indenture.

         If prior to a Purchase Date this Security has been converted to a
semiannual coupon note following the occurrence of a Tax Event, the Purchase
Price will be equal to the Restated Principal Amount plus accrued and unpaid
interest from the date of conversion to the Purchase Date as provided in the
Indenture.

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase the Securities
held by such Holder no later than 35 Business Days after the occurrence of a
Change in Control of the Company but in no event prior to the date on which such
Change in Control occurs occurring on or prior to February 6, 2006 for a Change
in Control Purchase Price equal to the Issue Price plus accrued Original Issue
Discount to but not including the Change in Control Purchase Date, which Change
in Control Purchase Price shall be paid in cash. If prior to a Change in Control
Purchase Date this Security has been converted to a semiannual coupon note
following the occurrence of a Tax Event, the Change in Control Purchase Price
shall be equal to the Restated Principal Amount plus accrued and unpaid interest
from the date of conversion to the Change in Control Purchase Date.

         A third party may make the offer and purchase of the Securities in lieu
of the Company in accordance with the Indenture.

         In addition to the Purchase Price or Change in Control Purchase Price,
as the case may be, payable with respect to all Securities or portions thereof
to be purchased as of the Purchase Date or the Change in Control Purchase Date,
as the case may be, the Holders of such Securities (or portions thereof) shall
be entitled to receive accrued and unpaid contingent interest, if any, with
respect thereto, which contingent interest shall be paid in cash promptly
following the later of the Purchase Date or the Change in Control Purchase Date,
as the case may be, and the time of delivery of such Securities to the Paying
Agent pursuant to the Indenture.

         Holders have the right to withdraw any Purchase Notice or Change in
Control Purchase Notice, as the case may be, by delivering to the Paying Agent a
written notice of withdrawal in accordance with the provisions of the Indenture.

         If cash (and/or securities if permitted under the Indenture) sufficient
to pay the Purchase Price or Change in Control Purchase Price, as the case may
be, of, together with any accrued and unpaid contingent interest with respect
to, all Securities or portions thereof to be purchased as of the Purchase Date
or the Change in Control Purchase Date, as the case may be, is deposited with
the Paying Agent on the Business Day following the Purchase Date or the Change
in Control Purchase Date, as the case may be, Original Issue Discount and
interest (including contingent interest), if any, shall cease to accrue on such
Securities (or portions thereof) on such Purchase Date or Change in Control
Purchase Date, as the case may be, and the Holder thereof shall have


<PAGE>   84

no other rights as such (other than the right to receive the Purchase Price or
Change in Control Purchase Price, as the case may be, and accrued and unpaid
contingent interest, if any, upon surrender of such Security).

8.       Notice of Redemption.

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Securities to be redeemed
at the Holder's registered address. If money sufficient to pay the Redemption
Price of, and accrued and unpaid contingent interest, if any, with respect to,
all Securities (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, on such
Redemption Date, Original Issue Discount and interest (including contingent
interest), if any, shall cease to accrue on such Securities or portions thereof.
Securities in denominations larger than $1,000 of Principal Amount at Maturity
may be redeemed in part but only in integral multiples of $1,000 of Principal
Amount at Maturity.

9.       Conversion.

         Subject to the provisions of this paragraph 9 and notwithstanding the
fact that any other condition to conversion has not been satisfied, Holders may
convert the Securities into Common Stock on a Conversion Date in any calendar
quarter commencing after March 31, 2001, if, as of the last day of the preceding
calendar quarter, the Sale Price of the Common Stock for at least 20 trading
days in a period of 30 consecutive trading days ending on the last trading day
of such preceding calendar quarter is greater than the conversion trigger price.
The "conversion trigger price" for any calendar quarter shall be a reference
percentage, beginning at 135%, and declining 0.3125% per quarter thereafter, of
the accreted conversion price per share of Common Stock on the last trading day
of such preceding calendar quarter.

         The "accreted conversion price" per share of Common Stock as of any day
equals the quotient of:

                  - the Issue Price and accrued Original Issue Discount to that
                  day, divided by

                  - the number of shares of Common Stock issuable upon
                  conversion of $1,000 Principal Amount at Maturity of
                  Securities on that day.

         For illustrative purposes only, the table below shows the conversion
trigger price per share of Common Stock in respect of each of the first 20
calendar quarters. These prices reflect the accreted conversion price per share
of Common Stock (assuming that no events occurred requiring an adjustment to the
initial Conversion Rate of 4.8116 shares of Common Stock per $1,000 Principal
Amount of Maturity) multiplied by the applicable percentage for the respective
calendar quarter. Thereafter, the accreted conversion price per share of Common
Stock increases each calendar quarter by the accrued Original Issue Discount for
the quarter and the applicable percentage declines by 0.3125% per quarter.


<PAGE>   85


<TABLE>
<CAPTION>
                                                                 (1)             (2)               (3)
                                                              Accreted        Applicable       Conversion
                                                             Conversion       Reference        Trigger Price
         Quarter                                               Price          Percentage         (1)x(2)
         -------                                             ----------       ----------      ---------------
<S>                                                          <C>              <C>             <C>
2001
     Second Quarter..................................        $   120.86        135.0000%      $   163.17
     Third Quarter...................................            121.69        134.6875%          163.90
     Fourth Quarter..................................            122.53        134.3750%          164.65
2002
     First Quarter...................................            123.37        134.0625%          165.39
     Second Quarter..................................            124.21        133.7500%          166.13
     Third Quarter...................................            125.06        133.4375%          166.88
     Fourth Quarter..................................            125.92        133.1250%          167.63
2003
     First Quarter...................................            126.78        132.8125%          168.38
     Second Quarter..................................            127.65        132.5000%          169.14
     Third Quarter...................................            128.52        132.1875%          169.89
     Fourth Quarter..................................            129.41        131.8750%          170.65
2004
     First Quarter...................................            130.29        131.5625%          171.42
     Second Quarter..................................            131.19        131.2500%          172.18
     Third Quarter...................................            132.08        130.9375%          173.95
     Fourth Quarter..................................            132.99        130.6250%          173.72
2005
     First Quarter...................................            133.90        130.3125%          174.49
     Second Quarter..................................            134.82        130.0000%          175.26
     Third Quarter...................................            135.74        129.6875%          176.04
     Fourth Quarter..................................            136.67        129.3750%          176.82
2006
     First Quarter...................................            137.61        129.0625%          177.60
</TABLE>


         Subject to the provisions of this paragraph 9 and notwithstanding the
fact any other condition to conversion has not been satisfied, Holders may
convert the Securities into Common Stock on a Conversion Date during any period
in which the credit rating assigned to the Securities by a Rating Agency is at
or below the Applicable Rating. "Rating Agency" means (1) Moody's Investors
Service, Inc. and its successors ("Moody's"), (2) Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies Inc., and its successors
("Standard & Poor's") or (3) if Moody's or Standard & Poor's or both of them are
not making ratings of the Securities publicly available, a nationally recognized
U.S. rating agency or agencies, as the case may be, selected by the Company,
which will be substituted for Moody's or Standard & Poor's or both, as the case
may be. "Applicable Rating" means (1) B3, in the case of Moody's (or its
equivalent under any successor ratings categories of Moody's), (2) B-, in the
case of Standard & Poor's (or its equivalent, under any successor ratings
categories of Standard & Poor's) or (3) the equivalent in respect of ratings
categories of any Rating Agencies substituted for Moody's or Standard & Poor's.


<PAGE>   86

         Subject to the provisions of this paragraph 9 and notwithstanding the
fact that any other condition to conversion has not been satisfied, a Holder may
convert into Common Stock a Security or portion of a Security which has been
called for redemption pursuant to paragraph 6 hereof, even if the foregoing
provisions have not been satisfied, but such Securities may be surrendered for
conversion until the close of business on the second Business Day immediately
preceding the Redemption Date.

         Subject to the provisions of this paragraph 9 and notwithstanding the
fact that any other condition to conversion has not been satisfied, in the event
that the Company declares a dividend or distribution described in Section 11.07
of the Indenture, or a dividend or a distribution described in Section 11.08 of
the Indenture where the fair market value of such dividend or distribution per
share of Common Stock, as determined in the Indenture, exceeds 15% of the Sale
Price of the Common Stock on the Business Day immediately preceding the date of
declaration for such dividend or distribution, the Securities may be surrendered
for conversion beginning on the date the Company gives notice to the Holders of
such right, which shall not be less than 20 days prior to the Ex-Dividend Time
for such dividend or distribution, and Securities may be surrendered for
conversion at any time thereafter until the close of business on the Business
Day prior to the Ex-Dividend Time or until the Company announces that such
dividend or distribution will not take place.

         Subject to the provisions of this paragraph 9 and notwithstanding the
fact that any other condition to conversion has not been satisfied, in the event
the Company is a party to a consolidation, merger or binding share exchange
pursuant to which the Common Stock would be converted into cash, securities or
other property as set forth in Section 11.14 of the Indenture, the Securities
may be surrendered for conversion at any time from and after the date which is
15 days prior to the date the Company announces the anticipated effective time
until 15 days after the actual effective date of such transaction, and at the
effective time of such transaction the right to convert a Security into Common
Stock will be deemed to have changed into a right to convert it into the kind
and amount of cash, securities or other property which the holder would have
received if the holder had converted its Security immediately prior to the
transaction.

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

         The initial Conversion Rate is 4.8116 shares of Common Stock per $1,000
Principal Amount at Maturity, subject to adjustment in certain events described
in the Indenture. The Company will deliver cash or a check in lieu of any
fractional share of Common Stock.

         In the event the Company exercises its option pursuant to Section 10.01
of the Indenture to have interest in lieu of Original Issue Discount accrue on
the Security following a Tax Event, the Holder will be entitled on conversion to
receive the same number of shares of Common Stock such Holder would have
received if the Company had not exercised such option.

         Accrued and unpaid interest in lieu of Original Issue Discount and
contingent interest will not be paid on Securities that are converted; provided,
however that Securities surrendered
<PAGE>   87
for conversion during the period, in the case of interest in lieu of Original
Issue Discount, from the close of business on any Regular Record Date next
preceding any Interest Payment Date to the opening of business on such Interest
Payment Date or, in the case of contingent interest, from the close of business
on any date on which contingent interest accrues to the opening of business on
the date on which such contingent interest is payable, shall be entitled to
receive such interest, in lieu of Original Issue Discount or contingent
interest, as the case may be, payable on such Securities on the corresponding
Interest Payment Date or the date on which such contingent interest is payable
and (except Securities with respect to which the Company has mailed a notice of
redemption) Securities surrendered for conversion during such periods must be
accompanied by payment of an amount equal to the interest in lieu of Original
Issue Discount or contingent interest with respect thereto that the registered
Holder is to receive.

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

         A Holder may convert a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on the Common Stock except as provided
in the Indenture. On conversion of a Security, that portion of accrued Original
Issue Discount (or interest if the Company has exercised its option provided for
in paragraph 11 hereof) attributable to the period from the Issue Date (or, if
the Company has exercised the option referred to in paragraph 11 hereof, the
later of (x) the date of such exercise and (y) the date on which interest was
last paid) through the Conversion Date and (except as provided above) accrued
contingent interest with respect to the converted Security shall not be
cancelled, extinguished or forfeited, but rather shall be deemed to be paid in
full to the Holder thereof through the delivery of the Common Stock (together
with the cash payment, if any, in lieu of fractional shares) in exchange for the
Security being converted pursuant to the terms hereof; and the fair market value
of such shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for Original Issue Discount (or interest, if the Company has exercised
its option provided for in paragraph 11 hereof) accrued through the Conversion
Date and accrued contingent interest, and the balance, if any, of such fair
market value of such Common Stock (and any such cash payment) shall be treated
as issued in exchange for the Issue Price of the Security being converted
pursuant to the provisions hereof.

         The Conversion Rate will be adjusted for dividends or distributions on
Common Stock payable in Common Stock or other Capital Stock; subdivisions,
combinations or certain reclassifications of Common Stock; distributions to all
holders of Common Stock of certain rights to purchase Common Stock for a period
expiring within 60 days at less than the Sale Price of the Common Stock at the
Time of Determination; and distributions to such holders of assets or debt
securities of the Company or certain rights to purchase securities of the
Company (excluding certain cash dividends or distributions). However, no
adjustment need be made if Securityholders may participate in the transaction or
in certain other cases. The Company from time to time may voluntarily increase
the Conversion Rate.
<PAGE>   88
         If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a
Security into Common Stock may be changed into a right to convert it into
securities, cash or other assets of the Company or another person.

10.      Conversion Arrangement on Call for Redemption.

         Any Securities called for redemption, unless surrendered for conversion
before the close of business on the Redemption Date, may be deemed to be
purchased from the Holders of such Securities at an amount not less than the
Redemption Price, by one or more investment bankers or other purchasers who may
agree with the Company to purchase such Securities from the Holders, to convert
them into Common Stock of the Company and to make payment for such Securities to
the Trustee in trust for such Holders.

11.      Tax Event.

         (a) From and after (i) the date (the "Tax Event Date") of the
occurrence of a Tax Event and (ii) the date the Company exercises the option
provided for in this paragraph 11, whichever is later (the "Option Exercise
Date"), at the option of the Company, interest in lieu of future Original Issue
Discount shall accrue at the rate of 2.75% per annum on a principal amount per
Security (the "Restated Principal Amount") equal to the Issue Price plus
Original Issue Discount accrued through the Option Exercise Date and shall be
payable semiannually on February 6 and August 6 of each year (each an "Interest
Payment Date") to holders of record at the close of business on January 22 or
July 22 (each a "Regular Record Date") immediately preceding such Interest
Payment Date. Interest will be computed on the basis of a 360-day year comprised
of twelve 30-day months and will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the Option
Exercise Date.

         (b) Interest on any Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the person in
whose name that Security is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose. Each installment of interest on any Security shall be paid in
same-day funds by transfer to an account maintained by the payee located inside
the United States

         (c) From and after the Option Exercise Date, contingent interest
provided for in paragraph 5 hereof shall cease to accrue on this Security.

12.      Defaulted Interest.

         Except as otherwise specified with respect to the Securities, any
Defaulted Interest on any Security shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date or accrual date,
as the case may be, by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company as provided for in Section 12.02 of the
Indenture.
<PAGE>   89
13.      Denominations; Transfer; Exchange.

         The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount at Maturity and integral multiples
of $1,000. A Holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not transfer
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or any Securities in respect of which a Purchase Notice or Change in Control
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.

14.      Persons Deemed Owners.

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

15.      Unclaimed Money or Securities.

         The Trustee and the Paying Agent shall return to the Company upon
written request any money or securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years,
subject to applicable unclaimed property laws. 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.

16.      Amendment; Waiver.

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Principal Amount
at Maturity of the Securities at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article 5 or Section 11.14 of the Indenture, to secure the Company's
obligations under this Security or to add to the Company's covenants for the
benefit of the Securityholders or to surrender any right or power conferred, to
comply with any requirement of the SEC in connection with the qualification of
the Indenture under the TIA, or as necessary in connection with the registration
of the Securities under the Securities Act or to make any change that does not
adversely affect the rights of any Holders.

17.      Defaults and Remedies.

         Under the Indenture, Events of Default include (i) default in the
payment of contingent interest when the same becomes due and payable
<PAGE>   90
or of interest which becomes due and payable upon exercise by the Company of its
option provided for in paragraph 11 hereof which default in either case
continues for 30 days; (ii) default in payment of the Principal Amount at
Maturity (or, if the Securities have been converted to semiannual coupon notes
following a Tax Event, the Restated Principal Amount), Issue Price plus accrued
Original Issue Discount, Redemption Price, Purchase Price or Change in Control
Purchase Price, as the case may be, in respect of the Securities when the same
becomes due and payable; (iii) failure by the Company to comply with other
agreements in the Indenture or the Securities, subject to notice and lapse of
time; (iv) (a) failure of the Company to make any payment by the end of any
applicable grace period after maturity of Debt in an amount (taken together with
amounts in (b) below) in excess of $60,000,000, or (b) the acceleration of Debt
in an amount (taken together with amounts in (a) above) in excess of $60,000,000
because of a default with respect to such Debt without such Debt having been
discharged or such acceleration having been cured, waived, rescinded or
annulled, subject to notice and lapse of time; provided, however, that if any
such failure or acceleration referred to in (a) or (b) above shall cease or be
cured, waived, rescinded or annulled, then the Event of Default by reason
thereof shall be deemed not to have occurred; and (v) certain events of
bankruptcy or insolvency. If an Event of Default occurs and is continuing, the
Trustee, or the Holders of at least 25% in aggregate Principal Amount at
Maturity of the Securities at the time outstanding, may declare all the
Securities to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default which will result in the Securities becoming
due and payable immediately upon the occurrence of such Events of Default.

         Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to it. Subject to certain limitations, Holders of a majority in aggregate
Principal Amount at Maturity of the Securities at the time outstanding may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default (except a Default
in payment of amounts specified in clause (i) or (ii) above) if it determines
that withholding notice is in their interests.

18.      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.

19.      No Recourse Against Others.

         A director, officer, employee, agent, representative, stockholder or
equity holder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.
<PAGE>   91
20.      Authentication.

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

21.      Abbreviations.

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

22.      GOVERNING LAW.

         THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY.
                             ----------------------
<PAGE>   92
         The Company will furnish to any Securityholder 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:

                  SPX Corporation
                  700 Terrace Point Drive
                  Muskegon, MI  49440
                  Attention:  Chief Financial Officer

                                 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.


                                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 at Maturity 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 other person's soc. sec. or tax ID no.)

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

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

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

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


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

Date:                           Your Signature:
     -------------------------                  ------------------------------

------------------------------------------------------------------------------
     (Sign exactly as your name appears on the other side of this Security)
<PAGE>   93
                                   EXHIBIT A-2

                         [Form of Certificated Security]

         FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE,
THIS SECURITY IS ISSUED WITH AN INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT
FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE DATE IS FEBRUARY 6,
2001, AND THE YIELD TO MATURITY FOR PURPOSES OF ACCRUING ORIGINAL ISSUE DISCOUNT
IS 9.625% PER ANNUM.

          [INCLUDE IF SECURITY IS A CERTIFICATED SECURITY TO BE HELD BY AN
INSTITUTIONAL ACCREDITED INVESTOR--IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOLLOWING RESTRICTIONS.]

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

         THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH SPX CORPORATION (THE
"COMPANY" OR THE "ISSUER") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (A)(1), (2),(3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED

                                    A-2 - 1
<PAGE>   94
EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH
OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.

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

                                    A-2 - 2
<PAGE>   95
                                 SPX CORPORATION
                      Liquid Yield Option(TM) Note due 2021
                              (Zero Coupon-Senior)

No. R-                                      CUSIP:  784635 AC 8
Issue Date: February 6, 2001                Original Issue Discount: $420.88
Issue Price:  $579.12                       (for each $1,000 Principal
(for each $1,000 Principal                  Amount at Maturity)
Amount at Maturity)

         SPX CORPORATION, a Delaware corporation, promises to pay to
____________ or registered assigns, the Principal Amount at Maturity of
________________ DOLLARS ($____________) on February 6, 2021.

         This Security shall not bear interest except as specified on the other
side of this Security. Original Issue Discount will accrue as specified on the
other side of this Security. This Security is convertible as specified on the
other side of this Security.

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

Dated:   _____________                  SPX CORPORATION

                                                 By:____________________________
                                                     Title:





TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

THE CHASE MANHATTAN BANK, as Trustee, certifies that this is one of the
Securities referred to in the within-mentioned Indenture.


By:      ________________________
         Authorized Officer

Dated:   ________________________


                                         A-2 - 3
<PAGE>   96
                                   EXHIBIT B-1

                              TRANSFER CERTIFICATE


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

         [ ]      A transfer of the Surrendered Securities is made to the
                  Company or any subsidiaries; or

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

         [ ]      The transfer of the Surrendered Securities is to an
                  institutional accredited investor, as described in Rule
                  501(a)(1), (2), (3) or (7) of Regulation D under the
                  Securities Act; or

         [ ]      The transfer of the Surrendered Securities is pursuant to an
                  effective registration statement under the Securities Act, or

         [ ]      The transfer of the Surrendered Securities is pursuant to an
                  offshore transaction in accordance with Rule 904 of Regulation
                  S under the Securities Act; or

         [ ]      The transfer of the Surrendered Securities is pursuant to
                  another available exemption from the registration requirement
                  of the Securities Act.

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

         [ ]      The transferee is an Affiliate of the Company.


DATE:
       --------------------                -----------------------------------
                                                      Signature(s)


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

                                    B-1 - 1
<PAGE>   97
                                   EXHIBIT B-2

             FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS



SPX Corporation
700 Terrace Point Drive
Muskegon, MI  49440

Attention:  Chief Financial Officer

The Chase Manhattan Bank
450 West 33rd Street
New York, NY  10001

Attention:  Institutional Trust Services

Dear Sirs:

         We are delivering this letter in connection with the proposed transfer
of $_____________ Principal Amount at Maturity of the Liquid Yield Option(TM)
Notes due 2021("LYONs") of SPX Corporation (the "Company"), which are
convertible into shares of the Company's Common Stock, $10.00 par value per
share (the "Common Stock").

         We hereby confirm that:

                  (i) we are an "accredited investor" within the meaning of Rule
         501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the
         "Securities Act"), or an entity in which all of the equity owners are
         accredited investors within the meaning of Rule 501(a)(1), (2) or (3)
         under the Securities Act (an "Institutional Accredited Investor");

                  (ii) the purchase of LYONs by us is for our own account or for
         the account of one or more other Institutional Accredited Investors or
         as fiduciary for the account of one or more trusts, each of which is an
         "accredited investor" within the meaning of Rule 501(a)(7) under the
         Securities Act and for each of which we exercise sole investment
         discretion or (B) we are a "bank," within the meaning of Section
         3(a)(2) of the Securities Act, or a "savings and loan association" or
         other institution described in Section 3(a)(5)(A) of the Securities Act
         that is acquiring LYONs as fiduciary for the account of one or more
         institutions for which we exercise sole investment discretion;

                  (iii) we will acquire LYONs having a minimum principal amount
         at maturity of not less than $250,000 for our own account or for any
         separate account for which we are acting;

                  (iv) we have such knowledge and experience in financial and
         business matters that we are capable of evaluating the merits and risks
         of purchasing LYONs; and


                                     B-2 -1
<PAGE>   98
                  (v) we are not acquiring LYONs with a view to distribution
         thereof or with any present intention of offering or selling LYONs or
         the Common Stock issuable upon conversion thereof, except as permitted
         below; provided that the disposition of our property and property of
         any accounts for which we are acting as fiduciary shall remain at all
         times within our control.

         We understand that the LYONs were originally offered and sold in a
transaction not involving any public offering within the United States within
the meaning of the Securities Act and that the LYONs and the shares of Common
Stock (the "Securities") issuable upon conversion thereof have not been
registered under the Securities Act, and we agree, on our own behalf and on
behalf of each account for which we acquire any LYONs, that if in the future we
decide to resell or otherwise transfer such Securities prior to the date (the
"Resale Restriction Termination Date") which is two years after the later of the
original issuance of the LYONs and the last date on which the Company or an
affiliate of the Company was the owner of the Security, such Securities may be
resold or otherwise transferred only (i) to SPX Corporation or any subsidiary
thereof, or (ii) for as long as the LYONs are eligible for resale pursuant to
Rule 144A, to a person it reasonably believes is a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act) that purchases for its
own account or for the account of a qualified institutional buyer to which
notice is given that the transfer is being made in reliance on Rule 144A, or
(iii) to an Institutional Accredited Investor that is acquiring the Security for
its own account, or for the account of such Institutional Accredited Investor
for investment purposes and not with a view to, or for offer or sale in
connection with, any distribution in violation of the Securities Act, or (iv)
pursuant to another available exemption from registration under the Securities
Act (if applicable), or (v) pursuant to a registration statement which has been
declared effective under the Securities Act and, in each case, in accordance
with any applicable securities laws of any State of the United States or any
other applicable jurisdiction and in accordance with the legends set forth on
the Securities. We further agree to provide any person purchasing any of the
Securities other than pursuant to clause (v) above from us a notice advising
such purchaser that resales of such securities are restricted as stated herein.
We understand that the trustee or the transfer agent, as the case may be, for
the Securities will not be required to accept for registration of transfer any
Securities pursuant to (iii) or (iv) above except upon presentation of evidence
satisfactory to the Company that the foregoing restrictions on transfer have
been complied with. We further understand that any Securities will be in the
form of definitive physical certificates and that such certificates will bear a
legend reflecting the substance of this paragraph other than certificates
representing Securities transferred pursuant to clause (v) above.

         We acknowledge that the Company, others and you will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.


                                     B-2 -2
<PAGE>   99
         THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.




                                    -------------------------------------------
                                    (Name of Purchaser)


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


                                     B-2 -1
<PAGE>   100
                                     ANNEX C

PROJECTED PAYMENT SCHEDULE*

<TABLE>
<CAPTION>
                 Semi-annual Period Ending        Projected Payment per LYON
                 -------------------------        --------------------------
<S>                                               <C>
                      August 6, 2001                          --
                     February 6, 2002                         --
                      August 6, 2002                          --
                     February 6, 2003                         --
                      August 6, 2003                          --
                     February 6, 2004                         --
                      August 6, 2004                          --
                     February 6, 2005                         --
                      August 6, 2005                          --
                     February 6, 2006                         --
                      August 6, 2006                        $1.05
                     February 6, 2007                       $1.11
                      August 6, 2007                        $1.17
                     February 6, 2008                       $1.23
                      August 6, 2008                        $1.29
                     February 6, 2009                       $1.36
                      August 6, 2009                        $1.43
                     February 6, 2010                       $1.50
                      August 6, 2010                        $1.58
                     February 6, 2011                       $1.66
                      August 6, 2011                        $1.75
                     February 6, 2012                       $1.84
                      August 6, 2012                        $1.94
                     February 6, 2013                       $2.04
                      August 6, 2013                        $2.14
                     February 6, 2014                       $2.25
                      August 6, 2014                        $2.37
                     February 6, 2015                       $2.49
                      August 6, 2015                        $2.62
                     February 6, 2016                       $2.76
                      August 6, 2016                        $2.90
                     February 6, 2017                       $3.05
</TABLE>


--------

* THE COMPARABLE YIELD AND THE SCHEDULE OF PROJECTED PAYMENTS ARE DETERMINED ON
THE BASIS OF AN ASSUMPTION OF LINEAR GROWTH OF THE STOCK PRICE AND A CONSTANT
DIVIDEND YIELD AND ARE NOT DETERMINED FOR ANY PURPOSE OTHER THAN FOR THE
DETERMINATION OF INTEREST ACCRUALS AND ADJUSTMENTS THEREOF IN RESPECT OF THE
SECURITIES FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE COMPARABLE YIELD
AND THE SCHEDULE OF PROJECTED PAYMENTS DO NOT CONSTITUTE A PROJECTION OR
REPRESENTATION REGARDING THE AMOUNTS PAYABLE ON SECURITIES.

                                      C-1
<PAGE>   101
<TABLE>
<S>                                                  <C>
                      August 6, 2017                        $3.21
                     February 6, 2018                       $3.38
                      August 6, 2018                        $3.56
                     February 6, 2019                       $3.74
                      August 6, 2019                        $3.94
                     February 6, 2020                       $4.14
                      August 6, 2020                        $4.36
                     February 6, 2021                     $3,669.83
</TABLE>


                                     C-2