Exhibit 4.1


                           SPECTRASITE HOLDINGS, INC.

                                       and

                     UNITED STATES TRUST COMPANY OF NEW YORK
                                   as Trustee

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

                                    INDENTURE

                                   Dated as of

                                November 20, 2000

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



                    6 3/4% SENIOR CONVERTIBLE NOTES DUE 2010



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



<PAGE>







                                                          i
Reconciliation  and Tie Between the Trust  Indenture Act of 1939 and  Indenture,
dated as of November 20, 2000,  between  SpectraSite  Holdings,  Inc. and United
States Trust Company of New York, as Trustee.

TRUST INDENTURE ACT SECTION

Section 310(a)(1)............................................................8.9
               (a)(2)........................................................8.9
               (a)(3).......................................................N.A.
               (a)(4).......................................................N.A.
               (a)(5)........................................................8.9
               (b)..........................................8.8; 8.9; 8.10; 8.11
Section 311(a) 8.13
               (b)..........................................................8.13
               (b)(2).......................................................8.13
Section 312(a) 6.1; 6.2(a)
               (b)........................................................6.2(b)
               (c)........................................................6.2(c)
Section 313(a) 6.3(a)
               (b)........................................................6.3(a)
               (c)........................................................6.3(a)
               (d)........................................................6.3(b)
Section 314(a) 6.4
               (b)..........................................................N.A.
               (c)(1).......................................................16.5
               (c)(2).......................................................16.5
               (c)(3).......................................................N.A.
               (d)..........................................................N.A.
               (e)..........................................................16.5
Section 315(a) 8.1
               (b)...........................................................7.8
               (c)...........................................................8.1
               (d)...........................................................8.1
               (d)(1).....................................................8.1(a)
               (d)(2).....................................................8.1(b)
               (d)(3).....................................................8.1(c)
               (e)...........................................................7.9
Section 316(a) 7.7
               (a)(1)(A).....................................................7.7
               (a)(1)(B).....................................................7.7
               (a)(2).......................................................N.A.
               (b)...........................................................7.4
Section 317(a)(1)............................................................7.5
               (a)(2)........................................................7.5
               (b)...........................................................5.4
Section 318    (a)..........................................................16.7



<PAGE>







                                TABLE OF CONTENTS
                                      Page


                             Article One DEFINITIONS

Section 1.1. DEFINITIONS.......................................................1

                   Article Two ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
                                      EXCHANGE OF NOTES

Section 2.1. DESIGNATION AMOUNT AND ISSUE OF NOTES.............................6
Section 2.2. FORM OF NOTES.....................................................6
Section 2.3. DATE AND DENOMINATION OF NOTES; PAYMENTS OF INTEREST..............7
Section 2.4. EXECUTION OF NOTES................................................8
Section 2.5. EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES; RESTRICTIONS ON
               TRANSFER; DEPOSITARY............................................9
Section 2.6. MUTILATED, DESTROYED, LOST OR STOLEN NOTES.......................16
Section 2.7. TEMPORARY NOTES..................................................17
Section 2.8. CANCELLATION OF NOTES PAID, ETC..................................17
Section 2.9. CUSIP NUMBER.....................................................18

                        Article Three REDEMPTION OF NOTES

Section 3.1. INITIAL PROHIBITION ON REDEMPTION; OPTIONAL REDEMPTION...........18
Section 3.2. NOTICE OF REDEMPTIONS; SELECTION OF NOTES........................18
Section 3.3. PAYMENT OF NOTES CALLED FOR REDEMPTION...........................20
Section 3.4. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION....................21
Section 3.5. REDEMPTION AT OPTION OF HOLDERS..................................21

                      Article Four [INTENTIONALLY OMITTED]


                Article Five PARTICULAR COVENANTS OF THE COMPANY

Section 5.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.......................23
Section 5.2. MAINTENANCE OF OFFICE OR AGENCY..................................23
Section 5.3. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE...............24
Section 5.4. PROVISIONS AS TO PAYING AGENT....................................24
Section 5.5. EXISTENCE........................................................25
Section 5.6. MAINTENANCE OF PROPERTIES........................................26
Section 5.7. PAYMENT OF TAXES AND OTHER CLAIMS................................26
Section 5.8. RULE 144A INFORMATION REQUIREMENT................................26
Section 5.9. STAY, EXTENSION AND USURY LAWS...................................26
Section 5.10. COMPLIANCE CERTIFICATE..........................................27

                                       i
<PAGE>

Section 5.11. LIQUIDATED DAMAGES NOTICE.......................................27

                     Article Six NOTEHOLDERS'LISTS AND REPORTS BY THE COMPANY
                                        AND THE TRUSTEE

Section 6.1. NOTEHOLDERS'LISTS................................................27
Section 6.2. PRESERVATION AND DISCLOSURE OF LISTS.............................28
Section 6.3. REPORTS BY TRUSTEE...............................................28
Section 6.4. REPORTS BY COMPANY...............................................28

                   Article Seven REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN
                                   EVENT OF DEFAULT

Section 7.1. EVENTS OF DEFAULT................................................28
Section 7.2. PAYMENTS OF NOTES ON DEFAULT; SUIT THEREFOR......................30
Section 7.3. APPLICATION OF MONIES COLLECTED BY TRUSTEE.......................32
Section 7.4. PROCEEDINGS BY NOTEHOLDER........................................32
Section 7.5. PROCEEDINGS BY TRUSTEE...........................................33
Section 7.6. REMEDIES CUMULATIVE AND CONTINUING...............................33
Section 7.7. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY OF
               NOTEHOLDERS....................................................34
Section 7.8. NOTICE OF DEFAULTS...............................................34
Section 7.9. UNDERTAKING TO PAY COSTS.........................................34

                                             Article Eight THE TRUSTEE

Section 8.1. DUTIES AND RESPONSIBILITIES OF TRUSTEE...........................35
Section 8.2. RELIANCE ON DOCUMENTS, OPINIONS, ETC.............................36
Section 8.3. NO RESPONSIBILITY FOR RECITALS, ETC..............................37
Section 8.4. TRUSTEE, PAYING AGENTS, CONVERSION AGENTS OR REGISTRAR MAY OWN
               NOTES..........................................................37
Section 8.5. MONIES TO BE HELD IN TRUST.......................................37
Section 8.6. COMPENSATION AND EXPENSES OF TRUSTEE.............................38
Section 8.7. OFFICER'S CERTIFICATE AS EVIDENCE................................38
Section 8.8. CONFLICTING INTERESTS OF TRUSTEE.................................38
Section 8.9. ELIGIBILITY OF TRUSTEE...........................................38
Section 8.10. RESIGNATION OR REMOVAL OF TRUSTEE...............................39
Section 8.11. ACCEPTANCE BY SUCCESSOR TRUSTEE.................................40
Section 8.12. SUCCESSION BY MERGER, ETC.......................................40
Section 8.13. PREFERENTIAL COLLECTION OF CLAIMS...............................41
Section 8.14. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY.........41

                          Article Nine THE NOTEHOLDERS

Section 9.1. ACTION BY NOTEHOLDERS............................................41
Section 9.2. PROOF OF EXECUTION BY NOTEHOLDERS................................42
Section 9.3. WHO ARE DEEMED ABSOLUTE OWNERS...................................42
Section 9.4. COMPANY-OWNED NOTES DISREGARDED..................................42

                                       ii
<PAGE>

Section 9.5. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND.....................42

                       Article Ten MEETINGS OF NOTEHOLDERS

Section 10.1. PURPOSE OF MEETINGS.............................................43
Section 10.2. CALL OF MEETINGS BY TRUSTEE.....................................43
Section 10.3. CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS......................43
Section 10.4. QUALIFICATIONS FOR VOTING.......................................44
Section 10.5. REGULATIONS.....................................................44
Section 10.6. VOTING..........................................................44
Section 10.7. NO DELAY OF R4IGHTS BY MEETING..................................45

                     Article Eleven SUPPLEMENTAL INDENTURES

Section 11.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS..........46
Section 11.2. SUPPLEMENTAL INDENTURE WITH CONSENT OF NOTEHOLDERS..............47
Section 11.3. EFFECT OF SUPPLEMENTAL INDENTURE................................47
Section 11.4. NOTATION ON NOTES...............................................47
Section 11.5. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE FURNISHED
               TO TRUSTEE.....................................................48

        Article Twelve CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 12.1. COMPANY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS..................48
Section 12.2. SUCCESSOR CORPORATION TO BE SUBSTITUTED.........................48
Section 12.3. OPINION OF COUNSEL TO BE GIVEN TRUSTEE..........................49

            Article Thirteen SATISFACTION AND DISCHARGE OF INDENTURE

Section 13.1. DISCHARGE OF INDENTURE..........................................49
Section 13.2. DEPOSITED MONIES TO BE HELD IN TRUST BY TRUSTEE.................50
Section 13.3. PAYING AGENT TO REPAY MONIES HELD...............................50
Section 13.4. RETURN OF UNCLAIMED MONIES......................................50
Section 13.5. REINSTATEMENT...................................................50

                 Article Fourteen IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                              OFFICERS AND DIRECTORS

Section 14.1. INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS................51

                                        Article Fifteen CONVERSION OF NOTES

Section 15.1. RIGHT TO CONVERT................................................51
Section 15.2. EXERCISE OF CONVERSION PRIVILEGE; ISSUANCE OF COMMON STOCK ON
                    CONVERSION; NO ADJUSTMENT FOR INTEREST OR DIVIDENDS.......51
Section 15.3. NO ISSUANCE OF FRACTIONAL SHARES................................53

                                      iii
<PAGE>

Section 15.4. CONVERSION PRICE................................................53
Section 15.5. ADJUSTMENT OF CONVERSION PRICE..................................53
Section 15.6. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.......61
Section 15.7. TAXES ON SHARES ISSUED..........................................62
Section 15.8. RESERVATION OF SHARES; SHARES TO BE FULLY PAID; COMPLIANCE WITH
               GOVERNMENTAL REQUIREMENTS; LISTING OF COMMON STOCK.............62
Section 15.9. RESPONSIBILITY OF TRUSTEE.......................................63
Section 15.10. NOTICE TO HOLDERS PRIOR TO CERTAIN ACTIONS.....................63

                                     Article Sixteen MISCELLANEOUS PROVISIONS

Section 16.1. PROVISIONS BINDING ON COMPANY'S SUCCESSORS......................64
Section 16.2. OFFICIAL ACTS BY SUCCESSOR CORPORATION..........................64
Section 16.3. ADDRESSES FOR NOTICES, ETC......................................64
Section 16.4. GOVERNING LAW...................................................65
Section 16.5. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT; CERTIFICATES TO
               TRUSTEE........................................................65
Section 16.6. LEGAL HOLIDAYS..................................................65
Section 16.7. TRUST INDENTURE ACT.............................................65
Section 16.8. NO SECURITY INTEREST CREATED....................................66
Section 16.9. BENEFITS OF INDENTURE...........................................66
Section 16.10. TABLE OF CONTENTS, HEADINGS, ETC...............................66
Section 16.11. AUTHENTICATING AGENT...........................................66
Section 16.12. EXECUTION IN COUNTERPARTS......................................67
Section 16.13. SEVERABILITY...................................................67

                                       iv

<PAGE>





                                    INDENTURE

                  INDENTURE,  dated as of November 20, 2000, between SpectraSite
Holdings,  Inc.,  a Delaware  corporation  (hereinafter  called the  "Company"),
having its principal office at 100 Regency Forest Drive,  Suite 400, Cary, North
Carolina  27511,  and United  States Trust Company of New York, a bank and trust
company  organized  under  the  New  York  banking  law,  as  trustee  hereunder
(hereinafter called the "Trustee"), having its principal corporate office at 114
West 47th Street, 25th Floor, New York, New York 10036-1532.

                              W I T N E S S E T H:

                  WHEREAS,  for its lawful corporate  purposes,  the Company has
duly  authorized  the  issue of its 6 3/4%  Senior  Convertible  Notes  due 2010
(hereinafter called the "Notes"), in an aggregate principal amount not to exceed
$200,000,000  (or  $230,000,000  if the  option  set  forth in  Section 2 of the
Placement  Agreement  is  exercised  in full)  and,  to  provide  the  terms and
conditions upon which the Notes are to be  authenticated,  issued and delivered,
the Company has duly  authorized  the execution and delivery of this  Indenture;
and

                  WHEREAS,  the Notes, the certificate of  authentication  to be
borne by the Notes,  a form of assignment,  a form of option to elect  repayment
upon a Fundamental  Change,  and a form of conversion  notice to be borne by the
Notes are to be substantially in the forms hereinafter provided for; and

                  WHEREAS,  all acts and things necessary (i) to make the Notes,
when  paid for in  accordance  with the  Placement  Agreement,  executed  by the
Company and  authenticated  and  delivered  by the Trustee or a duly  authorized
authenticating  agent,  as provided in this  Indenture,  the valid,  binding and
legal obligations of the Company,  and (ii) to constitute this Indenture a valid
agreement  according  to its  terms,  have  been  done  and  performed,  and the
execution  of this  Indenture  and the issue  hereunder of the Notes have in all
respects been duly authorized.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  That in order to declare the terms and  conditions  upon which
the Notes  are,  and are to be,  authenticated,  issued  and  delivered,  and in
consideration of the premises and of the purchase and acceptance of the Notes by
the Holders thereof,  the Company  covenants and agrees with the Trustee for the
equal and proportionate  benefit of the respective  Holders from time to time of
the Notes (except as otherwise provided below), as follows:

Article One

                                   DEFINITIONS

Section  1.1.  DEFINITIONS.  The terms  defined in this  Section  1.1 (except as
herein otherwise  expressly  provided or unless the context otherwise  requires)
for all purposes of this  Indenture  and of any  indenture  supplemental  hereto
shall have the  respective  meanings  specified  in this  Section 1.1. All other
terms used in this  Indenture  that are  defined in the Trust  Indenture  Act or
which are by reference  therein  defined in the Securities Act (except as herein
otherwise  expressly  provided or unless the context  otherwise  requires) shall
have the meanings assigned to such terms in said Trust Indenture Act and in said

                                       1

<PAGE>

Securities Act as in force at the date of the execution of this  Indenture.  The
words "herein", "hereof", "hereunder", and words of similar import refer to this
Indenture  as a whole  and  not to any  particular  Article,  Section  or  other
Subdivision. The terms defined in this Article include the plural as well as the
singular.

                  "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.

                  "Board  of  Directors"  means the  Board of  Directors  of the
Company or a  committee  of such Board duly  authorized  to act for the Board of
Directors.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which the banking  institutions  in the City of
New York are authorized or obligated by law or executive order to close.

                  "Closing Price" has the meaning specified in Section 15.5(h)(1

                  "Commission" means the Securities and Exchange Commission,  as
from time to time  constituted,  created  under the Exchange  Act, or, if at any
time after the execution of this Indenture  such  Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

                  "Common  Stock"  means any  stock of any class of the  Company
which has no  preference  in respect of dividends  or of amounts  payable in the
event of any voluntary or involuntary liquidation,  dissolution or winding up of
the Company and which is not subject to  redemption  by the Company.  Subject to
the provisions of Section 15.6, however,  shares issuable on conversion of Notes
shall include only shares of the class designated as common stock of the Company
at the date of this  Indenture  (namely,  the Common Stock,  par value $.001 per
share) or shares of any class or classes resulting from any  reclassification or
reclassifications  thereof and which have no  preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary  liquidation,
dissolution or winding up of the Company and which are not subject to redemption
by the Company; provided,  however, that if at any time there shall be more than
one such  resulting  class,  the  shares of each  such  class  then so  issuable
hereunder  shall be  substantially  in the proportion  which the total number of
shares of such  class  resulting  from all such  reclassifications  bears to the
total   number  of  shares  of  all  such  classes   resulting   from  all  such
reclassifications.

                  "Company" means the corporation  named as the "Company" in the
first  paragraph of this  Indenture,  and,  subject to the provisions of Article
Twelve, shall include its successors and assigns.

                  "Company Notice" has the meaning specified in Section 3.5(b).

                                       2
<PAGE>

                  "Conversion Price" has the meaning specified in Section 15.4.

                  "Corporate  Trust  Office"  or other  similar  term  means the
designated  office of the Trustee at which at any particular  time its corporate
trust business shall be  administered,  which office is, at the date as of which
this Indenture is dated, located at United States Trust Company of New York, 114
West  47th  Street,  25th  Floor,  New  York,  New York  10036-1532,  Attention:
Corporate  Trust  Administration  (SpectraSite  Holdings,  Inc.,  6 3/4%  Senior
Convertible Notes due 2010).

                  "Current Market Price" has the meaning specified in Section
15.5(h)(2).

                  "Custodian"  means United States Trust Company of New York, as
custodian  with respect to the Notes in global  form,  or any  successor  entity
thereto.

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

                  "Defaulted Interest" has the meaning specified in Section 2.3.

                  "Depositary"  means,  with  respect to the Notes  issuable  or
issued in whole or in part in global  form,  the  Person  specified  in  Section
2.5(d) as the  Depositary  with respect to such Notes,  until a successor  shall
have been  appointed  and become such pursuant to the  applicable  provisions of
this  Indenture,  and  thereafter,  "Depositary"  shall  mean  or  include  such
successor.

                  "Event  of  Default"  means  any event  specified  in  Section
7.1(a), (b), (c), (d) or (e).

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

                  "Fundamental  Change" means the occurrence of any  transaction
or event in connection with which all or  substantially  all of the Common Stock
shall be exchanged for,  converted into,  acquired for or constitute  solely the
right  to  receive  consideration  (whether  by  means  of  an  exchange  offer,
liquidation, tender offer, consolidation, merger, combination, reclassification,
recapitalization  or  otherwise)  which is not all or  substantially  all common
stock listed (or, upon consummation of or immediately following such transaction
or event, which will be listed) on a United States national  securities exchange
or approved for quotation on the Nasdaq  National  Market or any similar  United
States system of automated dissemination of quotations of securities prices.

                  "Global Note" has the meaning set forth in Section 2.5(b).

                  "Indenture"  means this instrument as originally  executed or,
if amended or supplemented as herein provided, as so amended or supplemented.

                  "Institutional  Accredited  Investor"  means an  institutional
"accredited  investor"  within the meaning of Rule  501(a)(1),  (2),  (3) or (7)
under the Securities Act.

                                       3
<PAGE>

                  "Liquidated Damages" has the meaning specified for "Liquidated
Damages Amount" in Section 2(e) of the Registration Rights Agreement.

                  "Note" or "Notes" means any Note or Notes, as the case may be,
authenticated and delivered under this Indenture, including the Global Note.

                  "Note Register" has the meaning specified in Section 2.5(a).

                  "Note Registrar" has the meaning specified in Section 2.5(a).

                  "Noteholder"  or  "Holder"  as applied  to any Note,  or other
similar terms (but excluding the term "beneficial holder"),  means any Person in
whose name at the time a particular  Note is registered on the Note  Registrar's
books.

                  "Officer's  Certificate",   when  used  with  respect  to  the
Company, means a certificate of the Company signed by the Chairman of the Board,
the Chief Executive Officer, the President or any Vice President (whether or not
designated  by a number or  numbers or word or words  added  before or after the
title  "Vice  President"),   the  Treasurer  or  any  Assistant  Treasurer,  the
Controller  or any  Assistant  Controller,  or the  Secretary  or any  Assistant
Secretary of the Company.

                  "Opinion  of  Counsel"  means an opinion in writing  signed by
legal  counsel,  who may be an employee of or counsel to the  Company,  or other
counsel reasonably acceptable to the Trustee.

                  "Optional Redemption" has the meaning specified in Section
3.1(b).

                  "Outstanding",  when used with  reference to Notes and subject
to the provisions of Section 9.4,  means,  as of any particular  time, all Notes
authenticated and delivered by the Trustee under this Indenture, except:

(a)      Notes theretofore canceled by the Trustee or delivered to the Trustee
for cancellation;

(b)      Notes, or portions  thereof,  (i) for the redemption of which monies in
         the  necessary  amount  shall  have been  deposited  in trust  with the
         Trustee or with any paying agent (other than the Company) or (ii) which
         shall have been otherwise defeased in accordance with Article Thirteen;

(c)      Notes in lieu of which, or in substitution for which, other Notes shall
         have been  authenticated and delivered pursuant to the terms of Section
         2.6; and

(d)      Notes converted into Common Stock pursuant to Article Fifteen; and

(e) Notes deemed not Outstanding pursuant to Article Three.

                                       4
<PAGE>

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

                  "Placement Agent" means Morgan Stanley & Co. Incorporated.

                  "Placement  Agreement"  means  that  certain  agreement  dated
November 14, 2000 between the Company and the  Placement  Agent  relating to the
initial placement of the Notes.

                  "Portal Market" means The Portal Market operated by the
National Association of Securities
Dealers, Inc. or any successor thereto.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                  "Registration    Rights    Agreement"   means   that   certain
Registration  Rights  Agreement,  dated as of  November  20,  2000,  between the
Company and the Placement Agent, as amended from time to time in accordance with
its terms.

                  "Responsible Officer",  when used with respect to the Trustee,
means an officer of the Trustee in the Corporate  Trust Office assigned and duly
authorized by the Trustee to administer this Indenture.
                  "Restricted Securities" has the meaning specified in Section
2.5(d).

                  "Rule 144A" means Rule 144A as promulgated under the
Securities Act.

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

                  "Significant   Subsidiary"   means,   as  of   any   date   of
determination,  a  "significant  subsidiary"  as  defined  in  Rule  1-02(w)  of
Regulation S-X under the Act of the Company.

                  "Subsidiary"  means,  with  respect  to any  Person,  (i)  any
corporation,  association or other business entity of which more than 50% of the
total voting power of shares of capital stock or other equity interest  entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors,  managers  or  trustees  thereof is at the time owned or  controlled,
directly or indirectly,  by such Person or one or more of the other subsidiaries
of that Person (or a combination  thereof) and (ii) any partnership (a) the sole
general  partner  or  managing  general  partner  of which is such  Person  or a
subsidiary  of such  Person or (b) the only  general  partners of which are such
Person  or of one or more  subsidiaries  of  such  Person  (or  any  combination
thereof).

                  "Trading Day" has the meaning specified in Section 15.5(h)(5).

                  "Trigger Event" has the meaning specified in Section 15.5(d).

                  "Trust  Indenture Act" means the Trust  Indenture Act of 1939,
as amended, and the rules and regulations promulgated  thereunder,  as in effect
from time to time.

                                       5
<PAGE>

                  "Trustee"  means United  States Trust  Company of New York and
its successors and any corporation resulting from or surviving any consolidation
or merger to which it or its successors may be a party and any successor trustee
at the time serving as successor trustee hereunder.

                  The definitions of certain other terms are as specified in
Sections 2.5 and 3.5 and Article Fifteen.

Article Two

                         ISSUE, DESCRIPTION, EXECUTION,
                       REGISTRATION AND EXCHANGE OF NOTES

Section  2.1.  DESIGNATION  AMOUNT  AND  ISSUE  OF  NOTES.  The  Notes  shall be
designated as "6 3/4% Senior  Convertible  Notes due 2010".  Notes not to exceed
the aggregate  principal  amount of $200,000,000  (or $230,000,000 if the option
set forth in Section 2 of the Placement  Agreement is exercised in full) (except
pursuant to Sections  2.5,  2.6, 3.3, 3.5 and 15.2 hereof) upon the execution of
this Indenture, or from time to time thereafter,  may be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the Company,
signed by its Chairman of the Board, Chief Executive  Officer,  President or any
Vice  President  (whether  or not  designated  by a number or numbers or word or
words added  before or after the title "Vice  President"),  its Chief  Financial
Officer,  Treasurer or any Assistant Treasurer,  its Controller or any Assistant
Controller  or its  Secretary or any  Assistant  Secretary,  without any further
action by the Company hereunder.

Section  2.2.  FORM OF  NOTES.  The  Notes  and  the  Trustee's  certificate  of
authentication  to be borne by such Notes shall be substantially in the form set
forth in EXHIBIT A attached hereto,  which is incorporated in and made a part of
this Indenture.

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

                  Any Global Note shall represent such of the Outstanding  Notes
as shall be  specified  therein and shall  provide that it shall  represent  the
aggregate  amount of  Outstanding  Notes from time to time endorsed  thereon and
that the aggregate amount of Outstanding Notes represented thereby may from time
to time be  increased or reduced to reflect  transfers  or  exchanges  permitted
hereby.  Any  endorsement of a Global Note to reflect the amount of any increase
or decrease in the amount of Outstanding Notes represented thereby shall be made
by the Trustee or the Custodian, at the direction of the Trustee, in such manner
and upon instructions  given by the Holder of such Notes in accordance with this
Indenture.  Payment of principal of and interest (including  Liquidated Damages,
if any) and  premium,  if any, on any Global Note shall be made to the Holder of
such Note.

                                       6
<PAGE>

                  The  terms  and  provisions  contained  in the  form  of  Note
attached as EXHIBIT A hereto shall constitute,  and are hereby expressly made, a
part of this  Indenture  and,  to the extent  applicable,  the  Company  and the
Trustee,  by their execution and delivery of this Indenture,  expressly agree to
such terms and provisions and to be bound thereby.

Section 2.3. DATE AND  DENOMINATION  OF NOTES;  PAYMENTS OF INTEREST.  The Notes
shall be issuable in registered form without coupons in  denominations of $1,000
principal amount and integral multiples  thereof.  Every Note shall be dated the
date of its  authentication  and shall bear interest from the applicable date in
each case as  specified  on the face of the form of Note  attached  as EXHIBIT A
hereto.  Interest on the Notes shall be computed on the basis of a 360-day  year
comprised  of twelve  (12) 30-day  months.  The Holder in whose name any Note is
registered on the Note Register at the close of business on any record date with
respect to any  interest  payment date shall be entitled to receive the interest
(including  Liquidated  Damages,  if any) payable on such interest payment date,
except (i) that the interest (including Liquidated Damages, if any) payable upon
redemption  (unless the date of redemption is an interest  payment date) will be
payable to the Holder to whom  principal is payable and (ii) as set forth in the
next succeeding  sentence.  In the case of any Note (or portion thereof) that is
converted into Common Stock during the period from (but excluding) a record date
to (but excluding) the next succeeding  interest payment date either (x) if such
Note (or portion  thereof) has been called for  redemption on a redemption  date
which  occurs  during such  period,  or is to be redeemed in  connection  with a
Fundamental  Change on a Repurchase Date (as defined in Section 3.5) that occurs
during such  period,  the Company  shall not be required to pay interest on such
interest payment date in respect of any such Note (or portion thereof) except to
the extent  required to be paid upon  redemption of such Note or portion thereof
pursuant to Section  3.3 or 3.5 hereof or (y) if such Note (or portion  thereof)
has not been called for redemption on a redemption  date that occurs during such
period and is not to be redeemed in connection  with a  Fundamental  Change on a
Repurchase Date that occurs during such period,  such Note (or portion  thereof)
that is submitted  for  conversion  during such period shall be  accompanied  by
funds equal to the interest payable on such succeeding  interest payment date on
the principal amount so converted,  as provided in the penultimate  paragraph of
Section 15.2 hereof.  Interest  (including  Liquidated Damages, if any) shall be
payable at the office of the Company maintained by the Company for such purposes
in the  Borough of  Manhattan,  City of New York,  which shall  initially  be an
office or agency of the Trustee and may,  as the  Company  shall  specify to the
paying agent in writing by each record date,  be paid either (i) by check mailed
to the address of the Holder entitled thereto as it appears in the Note Register
(provided that the Holder of Notes with an aggregate  principal amount in excess
of $2,000,000  shall,  at the written  election of such Holder,  be paid by wire
transfer in immediately  available funds) or (ii) by wire transfer to an account
maintained by such Person located in the United States; provided,  however, that
payments  to the  Depositary  will  be  made by  wire  transfer  of  immediately
available  funds to the  account  of the  Depositary  or its  nominee.  The term
"record date" with respect to any interest  payment date shall mean the May 1 or
November 1 preceding the relevant May 15 or November 15, respectively.

                  Any interest  (including  Liquidated  Damages,  if any) on any
Note which is payable,  but is not punctually  paid or duly provided for, on any
May 15 or November 15 (herein called "Defaulted Interest") shall forthwith cease
to be payable to the  Noteholder  on the  relevant  record date by virtue of his
having been such  Noteholder,  and such Defaulted  Interest shall be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:

                                       7
<PAGE>

(1) The  Company  may elect to make  payment of any  Defaulted  Interest  to the
Holders in whose  names the Notes 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 to be paid on each Note and the date of the
payment (which shall be not less than twenty-five (25) days after the receipt by
the  Trustee of such  notice,  unless the  Trustee  shall  consent to an earlier
date), and at the same time the Company shall deposit with the Trustee an amount
of money equal to the aggregate  amount to be paid in respect of such  Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment,  such money when deposited to be held
in trust for the benefit of the Holder entitled to such Defaulted Interest as in
this clause provided.  Thereupon the Trustee shall fix a special record date for
the payment of such Defaulted Interest which shall be not more than fifteen (15)
days and not less than ten (10) days prior to the date of the proposed  payment,
and not less than ten (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
Noteholder at his address as it appears in the Note Register,  not less than ten
(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 so
mailed,  such Defaulted Interest shall be paid to the Holders in whose names the
Notes were  registered at the close of business on such special  record date and
shall no longer be payable  pursuant to the following clause (2) of this Section
2.3.

(2) The Company may make payment of any  Defaulted  Interest in any other lawful
manner not  inconsistent  with the  requirements  of any securities  exchange or
automated  quotation  system on which the Notes may be listed or designated  for
issuance,  and upon such notice as may be required by such exchange or automated
quotation  system,  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 2.4.  EXECUTION  OF NOTES.  The Notes shall be signed in the name and on
behalf of the Company by the manual or  facsimile  signature  of its Chairman of
the Board,  Chief Executive Officer,  President,  any Vice President (whether or
not designated by a number or numbers or word or words added before or after the
title  "Vice  President")  or  Treasurer  and may,  but are not  required to be,
attested by the manual or facsimile  signature of its Chief  Financial  Officer,
Vice President - Finance and  Administration,  Secretary or any of its Assistant
Secretaries  or its  Treasurer,  Controller or any of its  Assistant  Treasurers
(which may be printed, engraved or otherwise reproduced thereon, by facsimile or
otherwise).   Only  such  Notes  as  shall  bear   thereon  a   certificate   of
authentication  substantially in the form set forth on the form of Note attached
as EXHIBIT A hereto,  executed by the Trustee by manual or  facsimile  signature
(or an  authenticating  agent  appointed  by the  Trustee as provided by Section
16.11),  shall be entitled  to the  benefits  of this  Indenture  or be valid or
obligatory  for  any  purpose.  Such  certificate  by the  Trustee  (or  such an
authenticating  agent) upon any Note executed by the Company shall be conclusive
evidence  that  the  Note so  authenticated  has  been  duly  authenticated  and
delivered  hereunder  and that the Holder is  entitled  to the  benefits of this
Indenture.

                                       8
<PAGE>

                  In case any  officer of the  Company who shall have signed any
of the Notes shall  cease to be such  officer  before the Notes so signed  shall
have been  authenticated  and  delivered by the  Trustee,  or disposed of by the
Company,  such Notes nevertheless may be authenticated and delivered or disposed
of as though the person who signed such Notes had not ceased to be such  officer
of the  Company,  and any Note may be signed on  behalf of the  Company  by such
persons  as, at the actual  date of the  execution  of such  Note,  shall be the
proper  officers of the Company,  although at the date of the  execution of this
Indenture any such person was not such an officer.

Section 2.5.      EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES; RESTRICTIONS
                    ON TRANSFER; DEPOSITARY.

(a) The Company shall cause to be kept at the Corporate  Trust Office a register
(the register maintained in such office and in any other office or agency of the
Company designated  pursuant to Section 5.2 being herein sometimes  collectively
referred  to as the  "Note  Register")  in  which,  subject  to such  reasonable
regulations as it may prescribe,  the Company shall provide for the registration
of Notes and of transfers of Notes.  The Note Register  shall be in written form
or in any form capable of being  converted into written form within a reasonably
prompt period of time. The Trustee is hereby  appointed "Note Registrar" for the
purpose of  registering  Notes and  transfers of Notes as herein  provided.  The
Company may appoint one or more co-registrars in accordance with Section 5.2.

                  Upon surrender for registration of transfer of any Note to the
Note Registrar or any  co-registrar,  and  satisfaction of the  requirements for
such transfer set forth in this Section 2.5, the Company shall execute,  and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees,  one or more new Notes of any authorized  denominations and of a
like aggregate  principal amount and bearing such restrictive  legends as may be
required by this Indenture.

                  Notes  may be  exchanged  for  other  Notes of any  authorized
denominations and of a like aggregate  principal  amount,  upon surrender of the
Notes to be  exchanged  at any such office or agency  maintained  by the Company
pursuant to Section 5.2. Whenever any Notes are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Notes
which the  Noteholder  making  the  exchange  is  entitled  to  receive  bearing
registration numbers not contemporaneously outstanding.

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

                  All  Notes  presented  or  surrendered  for   registration  of
transfer or for exchange,  redemption or conversion shall (if so required by the
Company or the Note Registrar) be duly endorsed,  or be accompanied by a written
instrument or instruments of transfer in form  satisfactory to the Company,  and
the Notes shall be duly executed by the Noteholder  thereof or his attorney duly
authorized in writing.

                                       9
<PAGE>

                  No  service  charge  shall be made to any  Noteholder  for any
registration  of  transfer  or  exchange  of Notes,  but the Company may require
payment by the  Noteholder of a sum  sufficient to cover any tax,  assessment or
other   governmental   charge  that  may  be  imposed  in  connection  with  any
registration of transfer or exchange of Notes.

                  Neither the  Company  nor the  Trustee nor any Note  Registrar
shall be  required  to  exchange  or  register a transfer of (a) any Notes for a
period  of  fifteen  (15)  days  next  preceding  any  selection  of Notes to be
redeemed,  (b) any Notes or portions  thereof called for redemption  pursuant to
Section  3.2,  (c) any Notes or  portions  thereof  surrendered  for  conversion
pursuant to Article  Fifteen or (d) any Notes or portions  thereof  tendered for
redemption (and not withdrawn) pursuant to Section 3.5.

(b) So long as the  Notes  are  eligible  for  book-entry  settlement  with  the
Depositary,  or unless  otherwise  required by law, all Notes that, upon initial
issuance  are  beneficially  owned by QIBs or as a result of a sale or  transfer
after initial  issuance are  beneficially  owned by QIBs, will be represented by
one or more Notes in global form registered in the name of the Depositary or the
nominee of the Depositary  (the "Global  Note"),  except as otherwise  specified
below. The transfer and exchange of beneficial interests in any such Global Note
shall be effected  through the Depositary in accordance  with this Indenture and
the procedures of the Depositary  therefor.  The Trustee shall make  appropriate
endorsements to reflect  increases or decreases in the principal  amounts of any
such  Global Note as set forth on the face of the Note  ("Principal  Amount") to
reflect any such  transfers.  Except as provided below,  beneficial  owners of a
Global  Note shall not be  entitled  to have  certificates  registered  in their
names,  will  not  receive  or be  entitled  to  receive  physical  delivery  of
certificates  in  definitive  form and will not be  considered  Holders  of such
Global Note.

(c) So long as the  Notes  are  eligible  for  book-entry  settlement  with  the
Depositary,  or  unless  otherwise  required  by law,  upon  any  transfer  of a
definitive  Note to a QIB in accordance  with Rule 144A, and upon receipt of the
definitive  Note or Notes being so transferred,  together with a  certification,
substantially  in the form on the reverse of the Note,  from the transferor that
the  transfer  is being  made in  compliance  with Rule 144A (or other  evidence
satisfactory  to the  Trustee),  the Trustee  shall make an  endorsement  on the
Global  Note to reflect an  increase in the  aggregate  Principal  Amount of the
Notes  represented  by such  Global  Note,  and the  Trustee  shall  cancel such
definitive  Note or  Notes in  accordance  with the  standing  instructions  and
procedures  of the  Depositary,  the  aggregate  Principal  Amount  of the Notes
represented by such Global Note to be increased accordingly;  provided, however,
that no definitive Note, or portion thereof,  in respect of which the Company or
an Affiliate of the Company held any  beneficial  interest  shall be included in
such Global Note until such  definitive  Note is freely  tradable in  accordance
with Rule 144(k) (or any successor provision) under the Securities Act, provided
further that the Trustee shall issue Notes in definitive  form upon any transfer
of a beneficial  interest in the Global Note to the Company or any  Affiliate of
the Company.

                                       10

<PAGE>

                  Upon  any  sale  or  transfer  of a Note  to an  Institutional
Accredited  Investor  (other than pursuant to a registration  statement that has
been declared effective under the Securities Act), such Institutional Accredited
Investor  shall,  prior to such sale or transfer,  furnish to the Company and/or
the Trustee a signed letter containing  representations  and agreements relating
to restrictions on transfer  substantially in the form set forth in EXHIBIT B to
this Indenture. Upon any transfer of a beneficial interest in the Global Note to
an Institutional  Accredited Investor,  the Trustee shall make an endorsement on
the Global Note to reflect a decrease in the aggregate  Principal  Amount of the
Notes  represented  by  such  Global  Note,  and the  Company  shall  execute  a
definitive Note or Notes in exchange therefore, and the Trustee, upon receipt of
such  definitive  Note or Notes  and the  written  order of the  Company,  shall
authenticate and deliver such, definitive Note or Notes.

                  Any Global Note may be endorsed with or have  incorporated  in
the text thereof such legends or recitals or changes not  inconsistent  with the
provisions of this Indenture as may be required by the Custodian, the Depositary
or by the National  Association  of  Securities  Dealers,  Inc. in order for the
Notes to be tradeable  on The Portal  Market or as may be required for the Notes
to be tradeable on any other market developed for trading of securities pursuant
to Rule 144A or  required to comply with any  applicable  law or any  regulation
thereunder  or with the rules and  regulations  of any  securities  exchange  or
automated  quotation  system  upon which the Notes may be listed or traded or to
conform  with any  usage  with  respect  thereto,  or to  indicate  any  special
limitations or restrictions to which any particular Notes are subject.

(d) Every Note that bears or is required  under this Section  2.5(d) to bear the
legend set forth in this Section  2.5(d)  (together with any Common Stock issued
upon  conversion  of the  Notes and  required  to bear the  legend  set forth in
Section 2.5(e),  collectively,  the "Restricted Securities") shall be subject to
the  restrictions on transfer set forth in this Section 2.5(d)  (including those
set forth in the legend set forth below)  unless such  restrictions  on transfer
shall be waived by written  consent of the Company,  and the holder of each such
Restricted Security, by such Noteholder's acceptance thereof, agrees to be bound
by all such restrictions on transfer. As used in Sections 2.5(d) and 2.5(e), the
term  "transfer"   encompasses  any  sale,  pledge,   loan,  transfer  or  other
disposition  whatsoever,  directly or indirectly,  of any Restricted Security or
any interest therein.

                  Until the expiration of the holding period applicable to sales
thereof under Rule 144(k) (or any successor provision) under the Securities Act,
any  certificate  evidencing  such Note (and all  securities  issued in exchange
therefor or substitution  thereof,  other than Common Stock, if any, issued upon
conversion thereof,  which shall bear the legend set forth in Section 2.5(e), if
applicable) shall bear a legend in substantially the following form, unless such
Note has been sold pursuant to a  registration  statement that has been declared
effective  under the Securities Act (and which  continues to be effective at the
time of such transfer),  or unless  otherwise  agreed by the Company in writing,
with written notice thereof to the Trustee:

         THE NOTE  EVIDENCED  HEREBY  HAS NOT BEEN  REGISTERED  UNDER THE UNITED
         STATES  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"), OR
         ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
         WITHIN THE UNITED  STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.

                                       11
<PAGE>


         PERSONS  EXCEPT  AS  SET  FORTH  IN  THE  FOLLOWING  SENTENCE.  BY  ITS
         ACQUISITION  HEREOF,  THE  HOLDER  (1)  REPRESENTS  THAT  (A)  IT  IS A
         "QUALIFIED  INSTITUTIONAL  BUYER"  (AS  DEFINED  IN RULE 144A UNDER THE
         SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
         DEFINED IN RULE  501(A)(1),  (2), (3) OR (7) UNDER THE SECURITIES  ACT)
         ("INSTITUTIONAL  ACCREDITED  INVESTOR");  (2) AGREES  THAT IT WILL NOT,
         PRIOR TO  EXPIRATION OF THE HOLDING  PERIOD  APPLICABLE TO SALES OF THE
         NOTE  EVIDENCED  HEREBY UNDER RULE 144(K) (OR ANY SUCCESSOR  PROVISION)
         UNDER  THE  SECURITIES  ACT,  RESELL  OR  OTHERWISE  TRANSFER  THE NOTE
         EVIDENCED  HEREBY OR THE COMMON STOCK ISSUABLE UPON  CONVERSION OF SUCH
         NOTE  EXCEPT  (A) TO  SPECTRASITE  HOLDINGS,  INC.  OR  ANY  SUBSIDIARY
         THEREOF,  (B)  INSIDE THE UNITED  STATES TO A  QUALIFIED  INSTITUTIONAL
         BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE
         THE UNITED STATES TO AN INSTITUTIONAL  ACCREDITED  INVESTOR THAT, PRIOR
         TO SUCH TRANSFER, FURNISHES TO UNITED STATES TRUST COMPANY OF NEW YORK,
         AS TRUSTEE (OR A SUCCESSOR  TRUSTEE,  AS  APPLICABLE),  A SIGNED LETTER
         CONTAINING  CERTAIN  REPRESENTATIONS  AND  AGREEMENTS  RELATING  TO THE
         RESTRICTIONS  ON  TRANSFER  OF THE NOTE  EVIDENCED  HEREBY (THE FORM OF
         WHICH LETTER CAN BE OBTAINED FROM SUCH TRUSTEE OR A SUCCESSOR  TRUSTEE,
         AS  APPLICABLE),  (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE
         904 UNDER THE  SECURITIES  ACT,  (E)  PURSUANT  TO THE  EXEMPTION  FROM
         REGISTRATION  PROVIDED  BY  RULE  144  UNDER  THE  SECURITIES  ACT  (IF
         AVAILABLE) OR (F) PURSUANT TO A REGISTRATION  STATEMENT  WHICH HAS BEEN
         DECLARED  EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
         EFFECTIVE  AT THE TIME OF SUCH  TRANSFER);  (3) PRIOR TO SUCH  TRANSFER
         (OTHER  THAN A  TRANSFER  PURSUANT  TO CLAUSE  (2)(F)  ABOVE),  IT WILL
         FURNISH TO UNITED  STATES TRUST  COMPANY OF NEW YORK,  AS TRUSTEE (OR A
         SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS,  LEGAL OPINIONS
         OR OTHER  INFORMATION AS THE TRUSTEE MAY REASONABLY  REQUIRE TO CONFIRM
         THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
         TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION  REQUIREMENTS  OF THE
         SECURITIES  ACT;  AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO
         WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
         THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THE NOTE
         EVIDENCED  HEREBY  PRIOR  TO  THE  EXPIRATION  OF  THE  HOLDING  PERIOD
         APPLICABLE TO SALES OF THE NOTE EVIDENCED  HEREBY UNDER RULE 144(K) (OR
         ANY  SUCCESSOR  PROVISION)  UNDER THE  SECURITIES  ACT, THE HOLDER MUST
         CHECK THE  APPROPRIATE  BOX SET FORTH ON THE REVERSE HEREOF RELATING TO
         THE MANNER OF SUCH  TRANSFER  AND  SUBMIT  THIS  CERTIFICATE  TO UNITED
         STATES TRUST COMPANY OF NEW YORK,  AS TRUSTEE (OR A SUCCESSOR  TRUSTEE,
         AS  APPLICABLE).   IF  THE  PROPOSED  TRANSFEREE  IS  AN  INSTITUTIONAL
         ACCREDITED  INVESTOR OR IS A PURCHASER  WHO IS NOT A U.S.  PERSON,  THE
         HOLDER MUST,  PRIOR TO SUCH  TRANSFER,  FURNISH TO UNITED  STATES TRUST
         COMPANY  OF  NEW  YORK,  AS  TRUSTEE  (OR  A  SUCCESSOR   TRUSTEE,   AS

                                       12
<PAGE>

         APPLICABLE),  SUCH CERTIFICATIONS,  LEGAL OPINIONS OR OTHER INFORMATION
         AS SUCH TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
         BEING MADE  PURSUANT TO AN  EXEMPTION  FROM,  OR IN A  TRANSACTION  NOT
         SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT. THIS
         LEGEND  WILL BE REMOVED  UPON THE  EARLIER OF THE  TRANSFER OF THE NOTE
         EVIDENCED  HEREBY  PURSUANT TO CLAUSE (2)(F) ABOVE OR UPON ANY TRANSFER
         OF THE NOTE  EVIDENCED  HEREBY  UNDER  RULE  144(K)  (OR ANY  SUCCESSOR
         PROVISION) UNDER THE SECURITIES ACT. AS USED HEREIN,  THE TERMS "UNITED
         STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
         S UNDER THE SECURITIES ACT.

                  Any Note (or  security  issued  in  exchange  or  substitution
therefor)  as to which such  restrictions  on  transfer  shall  have  expired in
accordance  with their terms or as to  conditions  for removal of the  foregoing
legend set forth therein have been  satisfied  may, upon  surrender of such Note
for exchange to the Note  Registrar in  accordance  with the  provisions of this
Section 2.5, be exchanged  for a new Note or Notes,  of like tenor and aggregate
principal amount,  which shall not bear the restrictive  legend required by this
Section 2.5(d).

                  Notwithstanding  any other provisions of this Indenture (other
than the provisions  set forth in the second  paragraph of Section 2.5(c) and in
this Section 2.5(d)), a Global Note may not be transferred as a whole or in part
except by the  Depositary to a nominee of the  Depositary or by a nominee of the
Depositary  to the  Depositary  or another  nominee of the  Depositary or by the
Depositary  or any such nominee to a successor  Depositary  or a nominee of such
successor Depositary.

                  The Depositary shall be a clearing agency registered under the
Exchange Act. The Company initially appoints The Depository Trust Company to act
as Depositary  with respect to the Notes in global form.  Initially,  the Global
Note shall be issued to the Depositary, registered in the name of Cede & Co., as
the nominee of the Depositary, and deposited with the Custodian for Cede & Co.

                  If at any time the  Depositary  for a Global Note notifies the
Company that it is unwilling or unable to continue as Depositary  for such Note,
the Company may appoint a successor  Depositary  with respect to such Note. If a
successor  Depositary  is not  appointed by the Company  within ninety (90) days
after the Company  receives  such  notice,  the Company  will  execute,  and the
Trustee,  upon receipt of an Officer's  Certificate for the  authentication  and
delivery of Notes, will authenticate and deliver, Notes in certificated form, in
aggregate principal amount equal to the principal amount of such Global Note, in
exchange for such Global Note.

                                       13
<PAGE>

                  If a Note in  certificated  form is issued in exchange for any
portion  of a Global  Note after the close of  business  at the office or agency
where such exchange occurs on any record date and before the opening of business
at such office or agency on the next succeeding  interest payment date, interest
will  not  be  payable  on  such  interest  payment  date  in  respect  of  such
certificated Note, but will be payable on such interest payment date, subject to
the provisions of Section 2.3, only to the Person to whom interest in respect of
such portion of such Global Note is payable in accordance with the provisions of
this Indenture.

                  Notes in  certificated  form issued in  exchange  for all or a
part of a Global Note  pursuant to this Section 2.5 shall be  registered in such
names  and in such  authorized  denominations  as the  Depositary,  pursuant  to
instructions  from its  direct or  indirect  participants  or  otherwise,  shall
instruct the Trustee.  Upon  execution  and  authentication,  the Trustee  shall
deliver such Notes in certificated form to the Persons in whose names such Notes
in certificated form are so registered.

                  At such  time as all  interests  in a Global  Note  have  been
redeemed,  converted,  canceled,  exchanged for Notes in  certificated  form, or
transferred  to a transferee who receives  Notes in  certificated  form thereof,
such Global  Note shall,  upon  receipt  thereof,  be canceled by the Trustee in
accordance  with  standing  procedures  and  instructions  existing  between the
Depositary and the  Custodian.  At any time prior to such  cancellation,  if any
interest in a Global Note is exchanged for Notes in certificated form, redeemed,
converted,  repurchased or canceled, or transferred to a transferee who receives
Notes  in  certificated  form  therefor  or any  Note  in  certificated  form is
exchanged or transferred for part of a Global Note, the principal amount of such
Global Note shall, in accordance with the standing  procedures and  instructions
existing between the Depositary and the Custodian,  be appropriately  reduced or
increased,  as the case may be, and an endorsement  shall be made on such Global
Note,  by the Trustee or the  Custodian,  at the  direction of the  Trustee,  to
reflect such reduction or increase.

(e) Until the expiration of the holding period applicable to sales thereof under
Rule 144(k) (or any successor  provision)  under the  Securities  Act, any stock
certificate  representing  Common Stock issued upon conversion of any Note shall
bear a legend in substantially  the following form, unless such Common Stock has
been sold pursuant to a registration  statement that has been declared effective
under the  Securities  Act (and which  continues  to be effective at the time of
such  transfer)  or such Common Stock has been issued upon  conversion  of Notes
that have been  transferred  pursuant to a registration  statement that has been
declared  effective under the Securities Act, or unless  otherwise agreed by the
Company in writing with written notice thereof to the transfer agent:

         THE COMMON STOCK  EVIDENCED  HEREBY HAS NOT BEEN  REGISTERED  UNDER THE
         UNITED  STATES  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
         ACT"),  OR ANY STATE  SECURITIES  LAWS,  AND,  ACCORDINGLY,  MAY NOT BE
         OFFERED OR SOLD  WITHIN THE UNITED  STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
                                       14
<PAGE>


         THE HOLDER  HEREOF  AGREES THAT,  UNTIL THE  EXPIRATION  OF THE HOLDING
         PERIOD  APPLICABLE TO SALES OF THE COMMON STOCK EVIDENCED  HEREBY UNDER
         RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION),  (1)
         IT WILL NOT RESELL OR OTHERWISE  TRANSFER  THE COMMON  STOCK  EVIDENCED
         HEREBY  EXCEPT (A) TO  SPECTRASITE  HOLDINGS,  INC.  OR ANY  SUBSIDIARY
         THEREOF,  (B) INSIDE THE UNITED  STATES TO A  "QUALIFIED  INSTITUTIONAL
         BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE
         WITH RULE  144A,  (C)  INSIDE  THE  UNITED  STATES TO AN  INSTITUTIONAL
         "ACCREDITED  INVESTOR" (AS DEFINED IN RULE  501(A)(1),  (2), (3) OR (7)
         UNDER THE SECURITIES ACT)  ("INSTITUTIONAL  ACCREDITED  INVESTOR") THAT
         PRIOR TO SUCH  TRANSFER,  FURNISHES TO  BANKBOSTON,  N.A.,  AS TRANSFER
         AGENT (OR A SUCCESSOR  TRANSFER AGENT, AS APPLICABLE),  A SIGNED LETTER
         CONTAINING  CERTAIN  REPRESENTATIONS  AND  AGREEMENTS  RELATING  TO THE
         RESTRICTIONS ON TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY (THE FORM
         OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRANSFER AGENT OR A SUCCESSOR
         TRANSFER  AGENT,  AS  APPLICABLE),  (D)  OUTSIDE  THE UNITED  STATES IN
         COMPLIANCE  WITH RULE 904 UNDER THE  SECURITIES ACT (E) PURSUANT TO THE
         EXEMPTION FROM  REGISTRATION  PROVIDED BY RULE 144 UNDER THE SECURITIES
         ACT (IF AVAILABLE),  OR (F) PURSUANT TO A REGISTRATION  STATEMENT WHICH
         HAS BEEN  DECLARED  EFFECTIVE  UNDER  THE  SECURITIES  ACT  (AND  WHICH
         CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH  TRANSFER);  (2) PRIOR TO
         SUCH TRANSFER (OTHER THAN A TRANSFER  PURSUANT TO CLAUSE (1)(F) ABOVE),
         IT WILL FURNISH TO BANKBOSTON,  N.A., AS TRANSFER AGENT (OR A SUCCESSOR
         TRANSFER AGENT, AS APPLICABLE), SUCH CERTIFICATIONS,  LEGAL OPINIONS OR
         OTHER  INFORMATION  AS SUCH TRANSFER  AGENT MAY  REASONABLY  REQUIRE TO
         CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM,
         OR IN A TRANSACTION  NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF
         THE SECURITIES  ACT; AND (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE
         COMMON STOCK  EVIDENCED  HEREBY IS  TRANSFERRED  (OTHER THAN A TRANSFER
         PURSUANT TO CLAUSE 1(F) ABOVE) A NOTICE  SUBSTANTIALLY TO THE EFFECT OF
         THIS LEGEND. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL  ACCREDITED
         INVESTOR OR IS A PURCHASER WHO IS NOT A U.S.  PERSON,  THE HOLDER MUST,
         PRIOR TO SUCH  TRANSFER,  FURNISH TO  BANKBOSTON,  N.A. (OR A SUCCESSOR
         TRANSFER AGENT, AS APPLICABLE), SUCH CERTIFICATIONS,  LEGAL OPINIONS OR
         OTHER  INFORMATION  AS IT MAY  REASONABLY  REQUIRE TO CONFIRM THAT SUCH
         TRANSFER  IS  BEING  MADE  PURSUANT  TO  AN  EXEMPTION  FROM,  OR  IN A
         TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION  REQUIREMENTS  OF THE

                                       15
<PAGE>

         SECURITIES  ACT.  THIS LEGEND  WILL BE REMOVED  UPON THE EARLIER OF THE
         TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE (1)(F)
         ABOVE OR UPON ANY TRANSFER OF THE COMMON STOCK  EVIDENCED  HEREBY AFTER
         THE  EXPIRATION  OF THE  HOLDING  PERIOD  APPLICABLE  TO  SALES  OF THE
         SECURITY   EVIDENCED   HEREBY  UNDER  RULE  144(K)  (OR  ANY  SUCCESSOR
         PROVISION) UNDER THE SECURITIES ACT. AS USED HEREIN,  THE TERMS "UNITED
         STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
         S UNDER THE SECURITIES ACT.

                  Any  such  Common  Stock  as to  which  such  restrictions  on
transfer  shall have expired in  accordance  with their terms or as to which the
conditions  for  removal of the  foregoing  legend set forth  therein  have been
satisfied may, upon surrender of the  certificates  representing  such shares of
Common  Stock for exchange in  accordance  with the  procedures  of the transfer
agent for the Common Stock,  be exchanged for a new  certificate or certificates
for a like  number  of  shares  of  Common  Stock,  which  shall  not  bear  the
restrictive legend required by this Section 2.5(e).

(f) Any Note or Common  Stock issued upon the  conversion  or exchange of a Note
that, prior to the expiration of the holding period  applicable to sales thereof
under Rule 144(k) (or any  successor  provision)  under the  Securities  Act, is
purchased or owned by the Company or any Affiliate  thereof may not be resold by
the Company or such  Affiliate  unless  registered  under the  Securities Act or
resold  pursuant  to an  exemption  from the  registration  requirements  of the
Securities Act in a transaction  which results in such Notes or Common Stock, as
the case may be, no longer being "restricted  securities" (as defined under Rule
144).

Section 2.6. MUTILATED,  DESTROYED, LOST OR STOLEN NOTES. In case any Note shall
become mutilated or be destroyed,  lost or stolen, the Company in its discretion
may execute, and upon its written request the Trustee or an authenticating agent
appointed by the Trustee shall  authenticate and make available for delivery,  a
new Note, bearing a number not  contemporaneously  outstanding,  in exchange and
substitution  for the mutilated Note, or in lieu of and in substitution  for the
Note so destroyed, lost or stolen. In every case the applicant for a substituted
Note shall furnish to the Company,  to the Trustee and, if  applicable,  to such
authenticating  agent such  security or  indemnity as may be required by them to
save each of them harmless for any loss, liability, cost or expense caused by or
connected with such  substitution,  and, in every case of  destruction,  loss or
theft,  the applicant shall also furnish to the Company,  to the Trustee and, if
applicable,  to such authenticating  agent evidence to their satisfaction of the
destruction, loss or theft of such Note and of the ownership thereof.

                  Following receipt by the Trustee or such authenticating agent,
as the case may be, of  satisfactory  security or  indemnity  and  evidence,  as
described in the preceding  paragraph,  the Trustee or such authenticating agent
may  authenticate any such substituted Note and make available for delivery such
Note.  Upon the issuance of any  substituted  Note,  the Company may require the
payment by the Holder of a sum sufficient to cover any tax,  assessment or other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses connected therewith.  In case any Note which has matured or is about to
mature or has been called for  redemption  or has been  tendered for  redemption

                                       16
<PAGE>

(and not  withdrawn)  or is to be  converted  into  Common  Stock  shall  become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute  Note,  pay or authorize  the payment of or convert or authorize  the
conversion  of the  same  (without  surrender  thereof  except  in the case of a
mutilated  Note),  as the case may be,  if the  applicant  for such  payment  or
conversion shall furnish to the Company,  to the Trustee and, if applicable,  to
such authenticating  agent such security or indemnity as may be required by them
to save each of them harmless for any loss, liability, cost or expense caused by
or connected with such substitution,  and, in every case of destruction, loss or
theft,  the  applicant  shall also furnish to the  Company,  the Trustee and, if
applicable,  any paying agent or conversion agent evidence to their satisfaction
of the destruction, loss or theft of such Note and of the ownership thereof.

                  Every  substitute  Note issued  pursuant to the  provisions of
this  Section  2.6 by  virtue of the fact  that any Note is  destroyed,  lost or
stolen shall  constitute  an additional  contractual  obligation of the Company,
whether or not the  destroyed,  lost or stolen  Note shall be found at any time,
and shall be  entitled  to all the  benefits of (but shall be subject to all the
limitations set forth in) this Indenture  equally and  proportionately  with any
and all other Notes duly issued  hereunder.  To the extent permitted by law, all
Notes  shall be held and owned upon the  express  condition  that the  foregoing
provisions  are  exclusive  with  respect  to  the  replacement  or  payment  or
conversion of mutilated,  destroyed, lost or stolen Notes and shall preclude any
and all other rights or remedies  notwithstanding any law or statute existing or
hereafter  enacted to the contrary with respect to the replacement or payment or
conversion  of  negotiable   instruments  or  other  securities   without  their
surrender.

Section 2.7.  TEMPORARY NOTES.  Pending the preparation of Notes in certificated
form,  the  Company  may  execute  and the  Trustee or an  authenticating  agent
appointed  by the  Trustee  shall,  upon the  written  request  of the  Company,
authenticate and deliver  temporary Notes (printed or  lithographed).  Temporary
Notes shall be issuable in any authorized denomination, and substantially in the
form of the Notes in certificated form, but with such omissions,  insertions and
variations as may be appropriate for temporary  Notes,  all as may be determined
by the Company.  Every such  temporary Note shall be executed by the Company and
authenticated  by the  Trustee  or  such  authenticating  agent  upon  the  same
conditions and in substantially  the same manner,  and with the same effect,  as
the Notes in  certificated  form.  Without  unreasonable  delay the Company will
execute  and  deliver  to the  Trustee  or such  authenticating  agent  Notes in
certificated form (other than in the case of a Global Note) and thereupon any or
all  temporary  Notes  (other than any such Global Note) may be  surrendered  in
exchange  therefor,  at each office or agency maintained by the Company pursuant
to Section 5.2 and the Trustee or such  authenticating  agent shall authenticate
and make  available for delivery in exchange for such  temporary  Notes an equal
aggregate principal amount of Notes in certificated form. Such exchange shall be
made by the Company at its own expense and without any charge therefor. Until so
exchanged,  the  temporary  Notes shall in all  respects be entitled to the same
benefits and subject to the same  limitations  under this  Indenture as Notes in
certificated form authenticated and delivered hereunder.

Section 2.8.  CANCELLATION  OF NOTES PAID,  ETC. All Notes  surrendered  for the
purpose of payment, redemption, conversion, exchange or registration of transfer
shall,  if  surrendered to the Company or any paying agent or any Note Registrar
or any conversion  agent, be surrendered to the Trustee and promptly canceled by

                                       17
<PAGE>

it, or, if surrendered to the Trustee,  shall be promptly canceled by it, and no
Notes shall be issued in lieu thereof  except as  expressly  permitted by any of
the  provisions  of this  Indenture.  The Trustee shall dispose of such canceled
Notes in accordance with its customary procedures.  If the Company shall acquire
any of the  Notes,  such  acquisition  shall  not  operate  as a  redemption  or
satisfaction of the indebtedness  represented by such Notes unless and until the
same are delivered to the Trustee for cancellation.

Section 2.9.  CUSIP  NUMBER.  The Company in issuing the Notes may use a "CUSIP"
number (if then  generally in use),  and, if so, the Trustee shall use a "CUSIP"
number in notices of  redemption  as a  convenience  to  Noteholders;  provided,
however, that any such notice may state that no representation is made as to the
correctness of such number either as printed on the Notes or as contained in any
notice  of a  redemption  and that  reliance  may be  placed  only on the  other
identification  numbers printed on the Notes,  and any such redemption shall not
be  affected  by any defect in or omission  of such  number.  The  Company  will
promptly notify the Trustee of any change in the "CUSIP" number.

Article Three

                                                REDEMPTION OF NOTES

Section 3.1.      INITIAL PROHIBITION ON REDEMPTION; OPTIONAL REDEMPTION.  (a)
Except as otherwise provided in Section 3.5, the Notes may not be redeemed by
the Company, in whole or in part, at any time prior to November 20, 2003.

(b) Optional  Redemption  By The Company.  At any time on or after  November 20,
2003,  and  prior  to  maturity,  the  Notes  may  be  redeemed  (the  "Optional
Redemption")  at the option of the Company,  in whole or in part, upon notice as
set forth in Section  3.2, at the  following  redemption  prices  (expressed  as
percentages  of the  principal  amount),  together in each case with accrued and
unpaid  interest,  if  any  (including  Liquidated  Damages,  if  any)  to,  but
excluding, the date fixed for redemption:

<TABLE>
<S>                                                                                       <C>

  PERIOD                                                                                   REDEMPTION PRICE

  Beginning on November 20, 2003 and ending on November 14, 2004...............                 104.725%
  Beginning on November 15, 2004 and ending on November 14, 2005...............                 104.050%
  Beginning on November 15, 2005 and ending on November 14, 2006...............                 103.375%
  Beginning on November 15, 2006 and ending on November 14, 2007...............                 102.700%
  Beginning on November 15, 2007 and ending on November 14, 2008...............                 102.025%
  Beginning on November 15, 2008 and ending on November 14, 2009...............                 101.350%
  Beginning on November 15, 2009 and ending on November 14, 2010...............                 100.675%

</TABLE>

and 100% on November 15,  2010;  provided,  however,  that if the date fixed for
redemption is on a May 15 or November 15, then the interest payable on such date
shall be paid to the  Holder of record on the  preceding  May 1 or  November  1,
respectively.

Section 3.2.  NOTICE OF  REDEMPTIONS;  SELECTION  OF NOTES.  In case the Company
shall  desire to  exercise  the right to redeem  all or, as the case may be, any
part of the Notes  pursuant to Section  3.1, it shall fix a date for  redemption
and it or, at its  written  request  received  by the  Trustee  not  fewer  than
forty-five  (45) days prior (or such shorter period of time as may be acceptable

                                       18
<PAGE>

to the Trustee) to the date fixed for redemption, the Trustee in the name of and
at the expense of the Company, shall mail or cause to be mailed a notice of such
redemption not fewer than thirty (30) nor more than sixty (60) days prior to the
date fixed for  redemption  to the Holders of Notes so to be redeemed as a whole
or in part at their  last  addresses  as the same  appear on the Note  Register;
provided,  however,  that if the Company  shall give such notice,  it shall also
give written  notice,  and written  notice of the Notes to be  redeemed,  to the
Trustee.  Such mailing shall be by first class mail or by overnight courier. The
Company may not give notice of any  redemption  of any of the Notes if a default
in the  payment  of  interest  or  premium  on the  Notes  has  occurred  and is
continuing.  The  notice  if  mailed  in the  manner  herein  provided  shall be
conclusively  presumed  to have  been  duly  given,  whether  or not the  Holder
receives  such notice.  In any case,  failure to give such notice by mail or any
defect in the notice to the Holder of any Note  designated  for  redemption as a
whole or in part  shall not  affect  the  validity  of the  proceedings  for the
redemption of any other Note.

                  Each such notice of  redemption  shall  specify the  aggregate
principal amount of Notes to be redeemed, the CUSIP number, if any, of the Notes
being redeemed,  the date fixed for redemption (which shall be a Business Day in
accordance  with Section 16.6),  the  redemption  price at which Notes are to be
redeemed,  the  place or  places  of  payment,  that  payment  will be made upon
presentation  and  surrender of such Notes,  that  interest  accrued to the date
fixed for redemption  will be paid as specified in said notice,  and that on and
after said date interest  thereon or on the portion  thereof to be redeemed will
cease to accrue.  Such notice shall also state the current  Conversion Price and
the date on which the right to  convert  such  Notes or  portions  thereof  into
Common  Stock will expire.  If fewer than all the Notes are to be redeemed,  the
notice of  redemption  shall  identify the Notes to be redeemed  (including  the
CUSIP  number,  if any).  In case any Note is to be redeemed  in part only,  the
notice of redemption  shall state the portion of the principal amount thereof to
be redeemed  and shall state that,  on and after the date fixed for  redemption,
upon  surrender of such Note,  a new Note or Notes in principal  amount equal to
the unredeemed portion thereof will be issued.

                  On or prior to the redemption  date specified in the notice of
redemption  given as provided in this Section 3.2, the Company will deposit with
the Trustee or with one or more  paying  agents (or, if the Company is acting as
its own paying  agent,  set aside,  segregate  and hold in trust as  provided in
Section 5.4) an amount of money in  immediately  available  funds  sufficient to
redeem on the redemption date all the Notes (or portions  thereof) so called for
redemption (other than those theretofore  surrendered for conversion into Common
Stock) at the appropriate  redemption price,  together with accrued interest to,
but excluding,  the date fixed for redemption;  provided,  however, that if such
payment is made on the  redemption  date it must be  received  by the Trustee or
paying agent, as the case may be, by 10:00 a.m. New York City time on such date.
The Company shall be entitled to retain any  interest,  yield or gain on amounts
deposited  with the Trustee or any paying agent  pursuant to this Section 3.2 in
excess of amounts  required  hereunder to pay the redemption price together with
accrued interest to, but excluding,  the date fixed for redemption.  If any Note
called for redemption is converted pursuant hereto prior to such redemption, any
money  deposited  with the Trustee or any paying agent or so segregated and held
in trust for the  redemption  of such Note shall be paid to the Company upon its
written request, or, if then held by the Company,  shall be discharged from such
trust. Whenever any Notes are to be redeemed,  the Company will give the Trustee
written notice in the form of an Officer's Certificate not fewer than forty-five
(45) days (or such shorter  period of time as may be  acceptable to the Trustee)
prior to the redemption date as to the aggregate principal amount of Notes to be
redeemed.

                                       19
<PAGE>

                  If less than all of the Outstanding  Notes are to be redeemed,
the Trustee shall select the Notes or portions thereof of the Global Note or the
Notes in  certificated  form to be redeemed (in  principal  amounts of $1,000 or
integral multiples thereof) by lot, on a pro rata basis or by another method the
Trustee deems fair and appropriate.  If any Note selected for partial redemption
is submitted for  conversion in part after such  selection,  the portion of such
Note  submitted  for  conversion  shall be  deemed  (so far as may be) to be the
portion to be  selected  for  redemption.  The Notes (or  portions  thereof)  so
selected shall be deemed duly selected for  redemption for all purposes  hereof,
notwithstanding  that any such Note is submitted  for  conversion in part before
the mailing of the notice of redemption.

                  Upon any redemption of less than all of the Outstanding Notes,
the  Company  and the  Trustee  may (but  need  not),  solely  for  purposes  of
determining  the pro rata  allocation  among such Notes as are  unconverted  and
Outstanding  at  the  time  of  redemption,   treat  as  Outstanding  any  Notes
surrendered for conversion during the period of fifteen (15) days next preceding
the  mailing  of a  notice  of  redemption  and may  (but  need  not)  treat  as
Outstanding any Note  authenticated and delivered during such period in exchange
for the unconverted portion of any Note converted in part during such period.

Section 3.3. PAYMENT OF NOTES CALLED FOR REDEMPTION. If notice of redemption has
been given as above  provided,  the Notes or  portion  of Notes with  respect to
which such notice has been given  shall,  unless  converted  into  Common  Stock
pursuant  to the terms  hereof,  become  due and  payable  on the date fixed for
redemption  and at the place or places  stated in such notice at the  applicable
redemption  price,  together with interest  accrued to (but  excluding) the date
fixed for  redemption,  and on and after said date  (unless  the  Company  shall
default in the  payment of such Notes at the  redemption  price,  together  with
interest  accrued  to said  date)  interest  on the Notes or portion of Notes so
called for redemption  shall cease to accrue and, after the close of business on
the Business Day next preceding the date fixed for redemption,  such Notes shall
cease to be  convertible  into Common Stock and,  except as provided in Sections
8.5 and 13.4,  to be entitled to any benefit or security  under this  Indenture,
and the Holders  thereof shall have no right in respect of such Notes except the
right to receive  the  redemption  price  thereof  and unpaid  interest  to (but
excluding) the date fixed for redemption.  On presentation and surrender of such
Notes at a place of  payment  in said  notice  specified,  the said Notes or the
specified  portions  thereof  shall be paid and  redeemed  by the Company at the
applicable  redemption  price,  together with interest  accrued  thereon to (but
excluding)  the  date  fixed  for  redemption;  provided,  however,  that if the
applicable  redemption date is an interest payment date, the semi-annual payment
of  interest  becoming  due on such date shall be payable to the Holders of such
Notes  registered  as such on the  relevant  record date  instead of the Holders
surrendering such Notes for redemption on such date.

                  Upon  presentation  of any Note  redeemed  in part  only,  the
Company shall execute and the Trustee shall  authenticate and make available for
delivery to the Holder  thereof,  at the expense of the  Company,  a new Note or
Notes, of authorized denominations,  in principal amount equal to the unredeemed
portion of the Notes so presented.

                                       20
<PAGE>

                  Notwithstanding  the  foregoing,  the Trustee shall not redeem
any Notes or mail any notice of redemption  during the  continuance of a default
in payment of interest or premium,  if any, on the Notes. If any Note called for
redemption  shall not be so paid upon  surrender  thereof  for  redemption,  the
principal  and premium,  if any,  shall,  until paid or duly  provided for, bear
interest  from the date fixed for  redemption  at the rate borne by the Note and
such Note shall remain  convertible  into Common Stock until the  principal  and
premium, if any, and interest shall have been paid or duly provided for.

Section 3.4. CONVERSION  ARRANGEMENT ON CALL FOR REDEMPTION.  In connection with
any redemption of Notes, the Company may arrange for the purchase and conversion
of any  Notes by an  agreement  with  one or more  investment  bankers  or other
purchasers  to  purchase  such  Notes by paying to the  Trustee in trust for the
Noteholders, on or before the date fixed for redemption, an amount not less than
the  applicable  redemption  price,  together  with  interest  accrued  to  (but
excluding)  the  date  fixed  for  redemption,  of such  Notes.  Notwithstanding
anything to the contrary  contained in this Article Three, the obligation of the
Company  to pay the  redemption  price of such  Notes,  together  with  interest
accrued to (but excluding) the date fixed for redemption,  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, a copy of which will be filed
with the  Trustee  at least five (5)  Business  Days prior to the date fixed for
redemption, any Notes not duly surrendered for conversion by the Holders thereof
may, at the option of the Company, be deemed, to the fullest extent permitted by
law, acquired by such purchasers from such Holders and (notwithstanding anything
to the contrary contained in Article Fifteen) surrendered by such purchasers for
conversion,  all as of  immediately  prior to the close of  business on the date
fixed for redemption  (and the right to convert any such Notes shall be extended
through such time), subject to payment of the above amount as aforesaid.  At the
written direction of the Company, the Trustee shall hold and dispose of any such
amount paid to it in the same manner as it would monies deposited with it by the
Company  for the  redemption  of Notes.  Without  the  Trustee's  prior  written
consent, no arrangement between the Company and such purchasers for the purchase
and  conversion  of any Notes  shall  increase  or  otherwise  affect any of the
powers,  duties,  responsibilities or obligations of the Trustee as set forth in
this Indenture.

Section  3.5.  REDEMPTION  AT OPTION OF  HOLDERS  . (a) If there  shall  occur a
Fundamental  Change  at any time  prior to  maturity  of the  Notes,  then  each
Noteholder shall have the right, at such Holder's option, to require the Company
to redeem all of such Holder's Notes, or any portion thereof that is an integral
multiple of $1,000 principal amount, on the date (the "Repurchase Date") that is
thirty-five  (35) days  after the date of the  Company  Notice  (as  defined  in
Section 3.5(b) below) of such Fundamental  Change (or, if such 35th day is not a
Business Day, the next succeeding  Business Day) at a redemption  price equal to
100% of the principal  amount  thereof,  together with accrued  interest to (but
excluding) the Repurchase Date; provided, however, that, if such Repurchase Date
is a May 15 or May 15, then the  interest  payable on such date shall be paid to
the  Holders of record of the Notes on the next  preceding  May 1 or November 1,
respectively.

                  Upon  presentation  of any Note  redeemed  in part  only,  the
Company shall execute and, upon the Company's  written direction to the Trustee,
the Trustee shall authenticate and deliver to the Holder thereof, at the expense
of the Company, a new Note or Notes, of authorized  denominations,  in principal
amount equal to the unredeemed portion of the Notes so presented.

                                       21
<PAGE>

(b) On or before the tenth  (10th)  day after the  occurrence  of a  Fundamental
Change,  the  Company or at its written  request  (which must be received by the
Trustee  at least  five (5)  Business  Days  prior  to the date the  Trustee  is
requested to give notice as described below, unless the Trustee shall agree to a
shorter period),  the Trustee, in the name of and at the expense of the Company,
shall  mail or cause to be  mailed to all  Holders  of record on the date of the
Fundamental  Change a notice (the  "Company  Notice") of the  occurrence of such
Fundamental  Change and of the  redemption  right at the  option of the  Holders
arising as a result thereof.  Such notice shall be mailed in the manner and with
the effect set forth in the first  paragraph of Section 3.2 (without  regard for
the time limits set forth therein).  If the Company shall give such notice,  the
Company  shall also deliver a copy of the Company  Notice to the Trustee at such
time as it is mailed to Noteholders.

                  Each   Company   Notice   shall   specify  the   circumstances
constituting the Fundamental Change, the Repurchase Date, the price at which the
Company  shall be obligated to redeem  Notes,  that the Holder must exercise the
redemption right on or prior to the close of business on the date that is thirty
(30) days after the date of the Company Notice (the "Fundamental Change Exercise
Time"),  that the Holder shall have the right to withdraw any Notes  surrendered
prior to the close of  business  on the  Fundamental  Change  Exercise  Time,  a
description  of the  procedure  which a Noteholder  must follow to exercise such
redemption  right and to withdraw  any  surrendered  Notes,  the place or places
where the Holder is to surrender  such  Holder's  Notes,  the amount of interest
accrued on each Note to the Repurchase Date and the "CUSIP" number or numbers of
the Notes (if then generally in use).

                  No failure of the Company to give the foregoing notices and no
defect  therein  shall limit the  Noteholders'  redemption  rights or affect the
validity of the  proceedings  for the  redemption of the Notes  pursuant to this
Section 3.5.

(c) For a Note to be so redeemed at the option of the Holder,  the Company  must
receive at the office or agency of the Company  maintained  for that purpose or,
at the option of such Holder,  the Corporate  Trust  Office,  such Note with the
form  entitled  "Option to Elect  Repayment  Upon A  Fundamental  Change" on the
reverse  thereof  duly  completed,  together  with such Notes duly  endorsed for
transfer, on or before the Fundamental Change Exercise Time. All questions as to
the validity, eligibility (including time of receipt) and acceptance of any Note
for repayment shall be determined by the Company,  whose  determination shall be
final and binding absent manifest error.

(d) On or before the Repurchase  Date, the Company will deposit with the Trustee
or with one or more  paying  agents  (or,  if the  Company  is acting as its own
paying agent, set aside, segregate and hold in trust as provided in Section 5.4)
an amount of money  sufficient  to redeem  all the Notes to be  redeemed  on the
Repurchase  Date at the  appropriate  redemption  price,  together  with accrued
interest to (but excluding) the Repurchase  Date;  provided,  however,  that the
payment must be received by the Trustee or paying agent,  as the case may be, by
10:00 a.m. New York City time,  on or before the  Repurchase  Date.  Payment for
Notes  surrendered for redemption  (and not withdrawn)  prior to the Fundamental
Change Exercise Time will be made promptly after the Fundamental Change Exercise
Time but in no event later than the  Repurchase  Date by mailing  checks for the
amount  payable  to the  Holders of such  Notes  entitled  thereto as they shall
appear on the Note Register.

                                       22
<PAGE>

(e)  In  the  case  of  a  reclassification,   change,  consolidation,   merger,
combination,  sale or conveyance  to which  Section 15.6  applies,  in which the
Common  Stock of the Company is changed or  exchanged as a result into the right
to receive stock, securities or other property or assets (including cash), which
includes  shares of Common  Stock of the  Company  or shares of common  stock of
another  Person that are, or upon  issuance  will be,  traded on a United States
national securities exchange or approved for trading on an established automated
over-the-counter  trading market in the United States and such shares constitute
at the time such change or exchange  becomes  effective  in excess of 50% of the
aggregate  fair market  value of such  stock,  securities  or other  property or
assets (including cash) (as determined by the Company, which determination shall
be conclusive  and binding),  then the Person  formed by such  consolidation  or
resulting  from such merger or which  acquires such assets,  as the case may be,
shall execute and deliver to the Trustee a supplemental  indenture  (accompanied
by an Opinion of Counsel  that such  supplemental  indenture  complies  with the
Trust  Indenture  Act as in force at the date of execution of such  supplemental
indenture)  modifying the provisions of this Indenture  relating to the right of
Holders of the Notes to cause the Company to  repurchase  the Notes  following a
Fundamental  Change,  including without limitation the applicable  provisions of
this Section 3.5 and the definitions of Common Stock and Fundamental  Change, as
appropriate,  as  determined in good faith by the Company  (which  determination
shall be conclusive and binding),  to make such  provisions  apply to such other
Person if different  from the Company and the common stock issued by such Person
(in lieu of the Company and the Common Stock of the Company).

(f) The  Company  will comply  with the  provisions  of Rule 13e-4 and any other
tender  offer rules under the  Exchange  Act to the extent  then  applicable  in
connection with the redemption  rights of the Holders of Notes in the event of a
Fundamental Change.

                                  Article Four

                             [INTENTIONALLY OMITTED]

                                  Article Five

                       PARTICULAR COVENANTS OF THE COMPANY

Section 5.1. PAYMENT OF PRINCIPAL,  PREMIUM AND INTEREST.  The Company covenants
and  agrees  that it will  duly  and  punctually  pay or  cause  to be paid  the
principal of and premium, if any (including the redemption price upon redemption
pursuant to Article Three), and interest (including Liquidated Damages, if any),
on each of the Notes at the places,  at the  respective  times and in the manner
provided herein and in the Notes.

Section  5.2.  MAINTENANCE  OF OFFICE OR AGENCY.  The Company  will  maintain an
office or agency in the Borough of  Manhattan,  the City of New York,  where the
Notes may be  surrendered  for  registration  of  transfer  or  exchange  or for
presentation  for payment or for  conversion or redemption and where notices and

                                       23
<PAGE>

demands to or upon the Company in respect of the Notes and this Indenture may be
served.  The  Company  will give  prompt  written  notice to the  Trustee of the
location,  and  any  change  in the  location,  of such  office  or  agency  not
designated or appointed by 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  Corporate  Trust Office or the office of agency of
the  Trustee  in The  Borough of  Manhattan  The City of New York  (which  shall
initially be located at United States Trust  Company of New York,  c/o Corporate
Trust Office, Attention:  Corporate Trust Administration  (SpectraSite Holdings,
Inc., 6 3/4% Senior Convertible Notes due 2010).

                  The Company may also from time to time designate co-registrars
and one or more  offices  or  agencies  where  the  Notes  may be  presented  or
surrendered  for any or all such purposes and may from time to time rescind such
designations.   The  Company  will  give  prompt  written  notice  of  any  such
designation  or  rescission  and of any change in the location of any such other
office or agency.

                  The Company hereby initially  designates the Trustee as paying
agent, Note Registrar,  Custodian and conversion agent and each of the Corporate
Trust  Office  and the  office  of  agency  of the  Trustee  in The  Borough  of
Manhattan,  The City of New York  (which  shall  initially  be located at United
States  Trust  Company  of New York,  c/o  Corporate  Trust  Office,  Attention:
Corporate  Trust  Administration  (SpectraSite  Holdings,  Inc.,  6 3/4%  Senior
Convertible  Notes due 2010)),  shall be considered as one such office or agency
of the Company for each of the aforesaid purposes.

                  So long as the  Trustee  is the Note  Registrar,  the  Trustee
agrees to mail, or cause to be mailed,  the notices set forth in Section 8.10(a)
and the third paragraph of Section 8.11. If co-registrars have been appointed in
accordance  with this  Section,  the Trustee shall mail such notices only to the
Company and the Holders of Notes it can identify from its records.

Section 5.3.  APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S  OFFICE.  The Company,
whenever  necessary  to avoid or fill a vacancy in the office of  Trustee,  will
appoint,  in the manner provided in Section 8.10, a Trustee, so that there shall
at all times be a Trustee hereunder.

Section 5.4.      PROVISIONS AS TO PAYING AGENT.

(g) If the Company  shall  appoint a paying agent other than the Trustee,  or if
the Trustee  shall  appoint  such a paying  agent,  the Company  will cause such
paying agent to execute and deliver to the Trustee an  instrument  in which such
agent shall agree with the Trustee,  subject to the  provisions  of this Section
5.4:

(1) that it will hold all sums held by it as such  agent for the  payment of the
principal of and premium, if any, or interest (including  Liquidated Damages, if
any) on the Notes  (whether  such sums have been paid to it by the Company or by
any other  obligor on the Notes) in trust for the  benefit of the Holders of the
Notes;

                                       24
<PAGE>

(2) that it will give the  Trustee  notice of any  failure by the Company (or by
any other  obligor on the Notes) to make any  payment  of the  principal  of and
premium,  if any,  or  interest  on the  Notes  when the  same  shall be due and
payable; and

(3) that at any time during the continuance of an Event of Default, upon request
of the Trustee, it will forthwith pay to the Trustee all sums so held in trust.

                  The Company shall, on or before each due date of the principal
of, premium, if any, or interest  (including  Liquidated Damages, if any) on the
Notes,  deposit  with the  paying  agent a sum (in funds  which are  immediately
available on the due date for such payment)  sufficient  to pay such  principal,
premium, if any, or interest (including Liquidated Damages, if any), and (unless
such paying agent is the Trustee) the Company will  promptly  notify the Trustee
of any failure to take such action;  provided,  however, that if such deposit is
made on the due date,  such  deposit  shall be received  by the paying  agent by
10:00 a.m. New York City time, on such date.

(h) If the Company shall act as its own paying agent, it will, on or before each
due date of the principal of, premium, if any, or interest (including Liquidated
Damages,  if any) on the Notes,  set aside,  segregate and hold in trust for the
benefit of the  Holders  of the Notes a sum  sufficient  to pay such  principal,
premium, if any, or interest (including  Liquidated Damages, if any) so becoming
due and will promptly  notify the Trustee of any failure to take such action and
of any failure by the Company (or any other obligor under the Notes) to make any
payment of the principal of, premium, if any, or interest (including  Liquidated
Damages, if any) on the Notes when the same shall become due and payable.

(i) Anything in this Section 5.4 to the  contrary  notwithstanding,  the Company
may, at any time, for the purpose of obtaining a  satisfaction  and discharge of
this Indenture,  or for any other reason, pay or cause to be paid to the Trustee
all sums held in trust by the Company or any paying agent  hereunder as required
by this Section 5.4,  such sums to be held by the Trustee upon the trusts herein
contained  and upon such  payment  by the  Company  or any  paying  agent to the
Trustee,  the  Company or such paying  agent shall be released  from all further
liability with respect to such sums.

(j) Anything in this Section 5.4 to the contrary notwithstanding,  the agreement
to hold sums in trust as  provided  in this  Section  5.4 is subject to Sections
13.3 and 13.4.

                  The Trustee  shall not be  responsible  for the actions of any
other paying  agents  (including  the Company if acting as its own paying agent)
and shall have no control of any funds held by such other paying agents.

Section 5.5. EXISTENCE.  Subject to Article Twelve, the Company will do or cause
to be done all things  necessary  to preserve  and keep in full force and effect
its existence and rights (charter and statutory);  provided,  however,  that the
Company  shall not be required to preserve  any such right if the Company  shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not  disadvantageous in
any material respect to the Noteholders.

                                       25
<PAGE>

Section  5.6.  MAINTENANCE  OF  PROPERTIES.  The Company will cause all material
properties  used or useful in the conduct of its business or the business of any
Significant  Subsidiary to be maintained and kept in good condition,  repair and
working  order and supplied  with all  necessary  equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof,  all as in the  judgment of the Company  may be  necessary  so that the
business carried on in connection  therewith may be properly and  advantageously
conducted at all times  unless the failure to do so will not, in the  aggregate,
have a material adverse impact on the Company;  provided,  however, that nothing
in this Section  shall prevent the Company from  discontinuing  the operation or
maintenance of any of such properties if such discontinuance is, in the judgment
of the Company,  desirable in the conduct of its business or the business of any
subsidiary and not disadvantageous in any material respect to the Noteholders.

Section  5.7.  PAYMENT  OF TAXES  AND  OTHER  CLAIMS.  The  Company  will pay or
discharge,  or  cause to be paid or  discharged,  before  the  same  may  become
delinquent,  (i) all  taxes,  assessments  and  governmental  charges  levied or
imposed  upon the  Company or any  Significant  Subsidiary  or upon the  income,
profits or  property  of the  Company or any  Significant  Subsidiary,  (ii) all
claims for labor, materials and supplies which, if unpaid, might by law become a
lien or charge upon the  property of the Company or any  Significant  Subsidiary
and (iii) all  stamps  and other  duties,  if any,  which may be  imposed by the
United States or any political subdivision thereof or therein in connection with
the issuance,  transfer,  exchange or conversion of any Notes or with respect to
this Indenture;  provided,  however,  that, in the case of clauses (i) and (ii),
the Company  shall not be required  to pay or  discharge  or cause to be paid or
discharged any such tax, assessment, charge or claim (A) if the failure to do so
will not, in the aggregate,  have a material  adverse impact on the Company,  or
(B) if the amount, applicability or validity is being contested in good faith by
appropriate proceedings.

Section 5.8. RULE 144A INFORMATION  REQUIREMENT.  Within the period prior to the
expiration of the holding  period  applicable to sales thereof under Rule 144(k)
(or any successor provision) under the Securities Act, the Company covenants and
agrees that it shall, during any period in which it is not subject to Section 13
or 15(d) under the Exchange  Act,  make  available  to any Holder or  beneficial
holder  of Notes or any  Common  Stock  issued  upon  conversion  thereof  which
continue to be Restricted Securities in connection with any sale thereof and any
prospective purchaser of Notes or such Common Stock designated by such Holder or
beneficial  holder,  the information  required pursuant to Rule 144A(d)(4) under
the  Securities  Act upon the request of any Holder or beneficial  holder of the
Notes or such Common Stock and it will take such further action as any Holder or
beneficial holder of such Notes or such Common Stock may reasonably request, all
to the extent  required  from time to time to enable such  holder or  beneficial
holder  to sell  its  Notes or  Common  Stock  without  registration  under  the
Securities Act within the limitation of the exemption  provided by Rule 144A, as
such Rule may be amended  from time to time.  Upon the  request of any Holder or
any  beneficial  holder of the Notes or such  Common  Stock,  the  Company  will
deliver to such Holder a written  statement as to whether it has  complied  with
such requirements.

Section 5.9.  STAY,  EXTENSION  AND USURY LAWS.  The Company  covenants  (to the
extent that it may  lawfully  do so) that it shall not at any time insist  upon,
plead,  or in any manner  whatsoever  claim or take the benefit or advantage of,
any stay,  extension  or usury law or other law which would  prohibit or forgive
                                       26
<PAGE>

the Company from paying all or any portion of the principal of, premium, if any,
or interest (including  Liquidated Damages, if any) on the Notes as contemplated
herein,  wherever  enacted,  now or at any time hereafter in force, or which may
affect the covenants or the  performance  of this  Indenture and the Company (to
the  extent it may  lawfully  do so)  hereby  expressly  waives  all  benefit or
advantage of any such law, and covenants that it will not, by resort to any such
law,  hinder,  delay or impede the execution of any power herein  granted to the
Trustee,  but will suffer and permit the execution of every such power as though
no such law had been enacted.

Section 5.10. COMPLIANCE CERTIFICATE.  The Company shall deliver to the Trustee,
one hundred  twenty  (120) days after the end of each fiscal year of the Company
an  Officer's  Certificate  signed by the  chief  executive  officer,  the chief
financial officer or the chief accounting  officer stating that in the course of
the  performance  by the signer of his  duties as an  officer of the  Company he
would  normally have knowledge of any Default or Event of Default and whether or
not the signer  knows of any Default or Event of Default  that  occurred  during
such period.  If he does, the certificate shall describe the Default or Event of
Default,  its status and what  action the  Company is taking or proposes to take
with respect  thereto.  The Company also shall comply with Section  314(a)(4) of
the Trust Indenture Act.

Section  5.11.  LIQUIDATED  DAMAGES  NOTICE.  In the event  that the  Company is
required  to  pay  Liquidated  Damages  to  Holders  of  Notes  pursuant  to the
Registration   Rights  Agreement,   the  Company  will  provide  written  notice
("Liquidated Damages Notice") to the Trustee of its obligation to pay Liquidated
Damages no later than fifteen  (15) days prior to the proposed  payment date for
the Liquidated  Damages,  and the Liquidated  Damages Notice shall set forth the
amount of Liquidated Damages to be paid by the Company on such payment date. The
Trustee shall not at any time be under any duty or  responsibility to any Holder
of Notes to determine  the  Liquidated  Damages,  or with respect to the nature,
extent or  calculation  of the amount of  Liquidated  Damages when made, or with
respect to the method employed in such calculation of the Liquidated Damages.

                                  Article Six

                         NOTEHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

Section 6.1.  NOTEHOLDERS'  LISTS. The Company covenants and agrees that it will
furnish or cause to be furnished to the  Trustee,  semiannually,  not later than
seven  (7)  Business  Days  before  each  May 15 and  November  15 in each  year
beginning  with May 1, 2001,  and at such other times as the Trustee may request
in writing,  within  thirty  (30) days after  receipt by the Company of any such
request (or such lesser time as the Trustee may  reasonably  request in order to
enable it to timely provide any notice to be provided by it  hereunder),  a list
in such form as the Trustee may reasonably require of the names and addresses of
the Holders of Notes as of a date not more than fifteen (15) days (or such other
date as the  Trustee  may  reasonably  request in order to so  provide  any such
notices) prior to the time such  information  is furnished,  except that no such
list need be  furnished  by the Company to the Trustee so long as the Trustee is
acting as the sole Note Registrar.

                                       27
<PAGE>

Section 6.2.      PRESERVATION AND DISCLOSURE OF LISTS.

(k)  The  Trustee  shall  preserve,  in as  current  a  form  as  is  reasonably
practicable,  all  information  as to the names and  addresses of the Holders of
Notes  contained in the most recent list  furnished to it as provided in Section
6.1  or  maintained  by the  Trustee  in  its  capacity  as  Note  Registrar  or
co-registrar in respect of the Notes, if so acting.  The Trustee may destroy any
list  furnished  to it as provided in Section 6.1 upon  receipt of a new list so
furnished.

(l) The rights of Noteholders  to  communicate  with other Holders of Notes with
respect  to their  rights  under  this  Indenture  or under the  Notes,  and the
corresponding  rights and duties of the  Trustee,  shall be as  provided  by the
Trust Indenture Act.

(m) Every Noteholder, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held  accountable by reason of any disclosure of information as
to names and addresses of Holders of Notes made pursuant to the Trust  Indenture
Act.

Section 6.3.      REPORTS BY TRUSTEE.

(n) Within  sixty (60) days after  February 1 of each year  commencing  with the
year 2001,  the Trustee shall transmit to Holders of Notes such reports dated as
of February 1 of the year in which such reports are made  concerning the Trustee
and its actions  under this  Indenture as may be required  pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

(o) A copy of such report shall, at the time of such  transmission to Holders of
Notes, be filed by the Trustee with each stock exchange and automated  quotation
system upon which the Notes are listed and with the  Company.  The Company  will
promptly  notify the  Trustee in writing  when the Notes are listed on any stock
exchange or automated quotation system or delisted therefrom.

Section 6.4.  REPORTS BY COMPANY.  The Company  shall file with the Trustee (and
the Commission if at any time after the Indenture  becomes  qualified  under the
Trust  Indenture  Act),  and  transmit  to Holders of Notes,  such  information,
documents  and other  reports  and such  summaries  thereof,  as may be required
pursuant  to the Trust  Indenture  Act at the times and in the  manner  provided
pursuant to such Act, whether or not the Notes are governed by such Act.

                                 Article Seven

                           REMEDIES OF THE TRUSTEE AND
                       NOTEHOLDERS ON AN EVENT OF DEFAULT

Section 7.1. EVENTS OF DEFAULT.  In case one or more of the following  Events of
Default  (whatever  the reason for such Event of Default and whether it shall be
voluntary or  involuntary  or be effected by operation of law or pursuant to any
judgment,  decree or order of any court or any order,  rule or regulation of any
administrative or governmental body) shall have occurred and be continuing:

                                       28
<PAGE>

(p) default in the payment of any installment of interest (including  Liquidated
Damages, if any) upon any of the Notes as and when the same shall become due and
payable, and continuance of such default for a period of thirty (30) days; or

(q) default in the payment of the principal of or premium, if any, on any of the
Notes as and when the same shall become due and payable either at maturity or in
connection  with any redemption  pursuant to Article Three,  by  acceleration or
otherwise; or

(r) failure on the part of the  Company  duly to observe or perform any other of
the  covenants or  agreements on the part of the Company in the Notes or in this
Indenture (other than a covenant or agreement a default in whose  performance or
whose breach is elsewhere in this Section 7.1 specifically dealt with) continued
for a period of sixty (60) days after the date on which  written  notice of such
failure,  requiring the Company to remedy the same, shall have been given to the
Company by the Trustee,  or the Company and a Responsible Officer of the Trustee
by the Holders of at least  twenty-five  percent  (25%) in  aggregate  principal
amount  of the  Notes at the time  Outstanding  determined  in  accordance  with
Section 9.4; or

(s) the Company or any Significant Subsidiary shall commence a voluntary case or
other  proceeding  seeking  liquidation,  reorganization  or other  relief  with
respect to the Company or any  Significant  Subsidiary or its or any Significant
Subsidiary's debts under any bankruptcy,  insolvency or other similar law now or
hereafter  in  effect  or  seeking  the  appointment  of  a  trustee,  receiver,
liquidator,   custodian  or  other  similar  official  of  the  Company  or  any
Significant Subsidiary or any substantial part of the property of the Company or
any  Significant  Subsidiary,  or shall  consent  to any such  relief  or to the
appointment of or taking  possession by any such official in an involuntary case
or other proceeding commenced against the Company or any Significant Subsidiary,
or shall make a general  assignment for the benefit of creditors,  or shall fail
generally to pay its or any Significant  Subsidiary's  debts as they become due;
or

(t) an  involuntary  case or other  proceeding  shall be  commenced  against the
Company seeking liquidation,  reorganization or other relief with respect to the
Company or any  Significant  Subsidiary or its or any  Significant  Subsidiary's
debts under any bankruptcy,  insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator,  custodian
or other similar  official of the Company or any  Significant  Subsidiary or any
substantial  part of the property of the Company or any Significant  Subsidiary,
and such  involuntary  case or other  proceeding  shall remain  undismissed  and
unstayed for a period of ninety (90) consecutive days;

then, and in each and every such case (other than an Event of Default  specified
in Section  7.1(d) or (e)),  unless the principal of all of the Notes shall have
already  become due and  payable,  either the Trustee or the Holders of not less
than twenty-five  percent (25%) in aggregate  principal amount of the Notes then
Outstanding  hereunder  determined in accordance  with Section 9.4, by notice in
writing to the Company (and to the Trustee if given by Noteholders), may declare
the principal of and premium,  if any, on all the Notes and the interest accrued
thereon  (including   Liquidated   Damages,  if  any)  to  be  due  and  payable
immediately,  and upon any such  declaration  the same shall become and shall be
immediately  due  and  payable,  anything  in  this  Indenture  or in the  Notes
contained to the contrary  notwithstanding.  If an Event of Default specified in
Section  7.1(d) or (e) occurs,  the  principal of all the Notes and the interest
accrued thereon shall (including  Liquidated Damages, if any) be immediately and

                                       29
<PAGE>

automatically  due  and  payable  without  necessity  of  further  action.  This
provision,  however, is subject to the conditions that if, at any time after the
principal of the Notes shall have been so declared  due and payable,  and before
any  judgment  or decree  for the  payment  of the  monies  due shall  have been
obtained or entered as  hereinafter  provided,  the  Company  shall pay or shall
deposit with the Trustee a sum  sufficient  to pay all matured  installments  of
interest upon (including Liquidated Damages, if any) all Notes and the principal
of and  premium,  if any,  on any and all Notes  which  shall  have  become  due
otherwise  than by  acceleration  (with  interest  on  overdue  installments  of
interest  (including  Liquidated Damages, if any) (to the extent that payment of
such interest is  enforceable  under  applicable  law) and on such principal and
premium,  if any, at the rate borne by the Notes, to the date of such payment or
deposit) and amounts due to the Trustee  pursuant to Section 8.6, and if any and
all defaults under this Indenture, other than the nonpayment of principal of and
premium, if any, and accrued interest on (including  Liquidated Damages, if any)
Notes  which  shall have  become due by  acceleration,  shall have been cured or
waived  pursuant  to Section  7.7,  then and in every such case the Holders of a
majority in aggregate principal amount of the Notes then Outstanding, by written
notice to the Company and to the  Trustee,  may waive all  defaults or Events of
Default and rescind and annul such declaration and its consequences; but no such
waiver  or  rescission  and  annulment  shall  extend  to or  shall  affect  any
subsequent  default or Event of Default,  or shall  impair any right  consequent
thereon. The Company shall notify a Responsible Officer of the Trustee, promptly
upon becoming aware thereof, of any Event of Default.

                  In case the Trustee shall have  proceeded to enforce any right
under  this  Indenture  and such  proceedings  shall have been  discontinued  or
abandoned because of such waiver or rescission and annulment,  then and in every
such case the Company,  the Holders of Notes,  and the Trustee shall be restored
respectively to their several  positions and rights  hereunder,  and all rights,
remedies and powers of the Company,  the Holders of Notes, and the Trustee shall
continue as though no such proceeding had been taken.

Section 7.2. PAYMENTS OF NOTES ON DEFAULT; SUIT THEREFOR.  The Company covenants
that (a) in case  default  shall be made in the  payment of any  installment  of
interest upon  (including  Liquidated  Damages,  if any) any of the Notes as and
when the  same  shall  become  due and  payable,  and such  default  shall  have
continued for a period of thirty (30) days, or (b) in case default shall be made
in the payment of the  principal  of or premium,  if any, on any of the Notes as
and when the same shall have become due and payable,  whether at maturity of the
Notes  or in  connection  with  any  redemption,  by  or  under  this  Indenture
declaration or otherwise, then, upon demand of the Trustee, the Company will pay
to the  Trustee,  for the benefit of the Holders of the Notes,  the whole amount
that then shall have become due and payable on all such Notes for  principal and
premium, if any, or interest (including Liquidated Damages, if any), as the case
may be, with  interest upon the overdue  principal and premium,  if any, and (to
the extent that payment of such interest is enforceable  under  applicable  law)
upon the overdue installments of interest (including Liquidated Damages, if any)
at the rate borne by the Notes, and, in addition thereto, such further amount as
shall be  sufficient  to cover the costs and expenses of  collection,  including
reasonable  compensation to the Trustee, its agents,  attorneys and counsel, and
all other amounts due the Trustee  under  Section 8.6.  Until such demand by the
Trustee,  the Company may pay the principal of and premium, if any, and interest
on (including  Liquidated  Damages, if any) the Notes to the registered Holders,
whether or not the Notes are overdue.

                                       30
<PAGE>

                  In case the Company  shall fail  forthwith to pay such amounts
upon such  demand,  the  Trustee,  in its own name and as  trustee of an express
trust,  shall be entitled and empowered to institute any actions or  proceedings
at law or in equity for the  collection  of the sums so due and unpaid,  and may
prosecute any such action or  proceeding  to judgment or final  decree,  and may
enforce  any such  judgment  or final  decree  against  the Company or any other
obligor  on the Notes  and  collect  in the  manner  provided  by law out of the
property of the Company or any other obligor on the Notes wherever  situated the
monies adjudged or decreed to be payable.

                  In case there shall be pending  proceedings for the bankruptcy
or for the reorganization of the Company or any other obligor on the Notes under
Title 11 of the United  States Code, or any other  applicable  law, or in case a
receiver,  assignee  or trustee in  bankruptcy  or  reorganization,  liquidator,
sequestrator  or  similar  official  shall  have  been  appointed  for or  taken
possession of the Company or such other obligor,  the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the  Company  or such  other  obligor  upon the Notes,  or to the  creditors  or
property of the Company or such other  obligor,  the  Trustee,  irrespective  of
whether  the  principal  of the Notes  shall then be due and  payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 7.2, shall
be entitled and empowered,  by intervention in such proceedings or otherwise, to
file and prove a claim or claims for the whole amount of principal,  premium, if
any, and interest  (including  Liquidated  Damages,  if any) owing and unpaid in
respect of the Notes,  and, in case of any  judicial  proceedings,  to file such
proofs of claim and other  papers or  documents as may be necessary or advisable
in order to have the claims of the  Trustee  and of the  Noteholders  allowed in
such  judicial  proceedings  relative to the Company or any other obligor on the
Notes,  its or their  creditors,  or its or their  property,  and to collect and
receive any monies or other property  payable or deliverable on any such claims,
and to  distribute  the same after the  deduction of any amounts due the Trustee
under  Section  8.6,  and any  receiver,  assignee or trustee in  bankruptcy  or
reorganization,  liquidator,  custodian or similar official is hereby authorized
by each of the  Noteholders  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  Noteholders,  to  pay to  the  Trustee  any  amount  due it for  reasonable
compensation,  expenses,  advances  and  disbursements,  including  counsel fees
incurred  by it up to the date of such  distribution.  To the  extent  that such
payment of reasonable compensation,  expenses, advances and disbursements out of
the estate in any such  proceedings  shall be denied for any reason,  payment of
the same  shall be  secured  by a lien on, and shall be paid out of, any and all
distributions,  dividends,  monies,  securities  and  other  property  which the
Holders of the Notes may be entitled to receive in such proceedings,  whether in
liquidation or under any plan of reorganization or arrangement or otherwise.

                  All  rights of  action  and of  asserting  claims  under  this
Indenture, or under any of the Notes, may be enforced by the Trustee without the
possession of any of the Notes, or the production  thereof at any trial or other
proceeding relative thereto,  and any such suit or proceeding  instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment  shall,  after  provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, be for the ratable benefit of the Holders of the Notes.

                                       31
<PAGE>

                  In  any  proceedings  brought  by  the  Trustee  (and  in  any
proceedings  involving the  interpretation of any provision of this Indenture to
which the Trustee  shall be a party) the Trustee  shall be held to represent all
the Holders of the Notes,  and it shall not be  necessary to make any Holders of
the Notes parties to any such proceedings.

Section  7.3.  APPLICATION  OF MONIES  COLLECTED  BY  TRUSTEE.  Any  monies  and
properties  collected  by the Trustee  pursuant to this  Article  Seven shall be
applied in the  following  order,  at the date or dates fixed by the Trustee for
the  distribution of such monies,  upon  presentation of the several Notes,  and
stamping  thereon  the  payment,  if only  partially  paid,  and upon  surrender
thereof, if fully paid:

                  FIRST:  To the payment of all amounts due the Trustee under
Section 8.6;

                  SECOND:  In case the principal of the Outstanding  Notes shall
not have become due and be unpaid,  to the  payment of  interest  on  (including
Liquidated Damages, if any) the Notes in default in the order of the maturity of
the  installments  of such  interest,  with  interest  (to the extent  that such
interest has been  collected by the Trustee)  upon the overdue  installments  of
interest (including  Liquidated Damages, if any) at the rate borne by the Notes,
such payments to be made ratably to the Persons entitled thereto;

                  THIRD:  In case the principal of the  Outstanding  Notes shall
have become due, by  declaration  or otherwise,  and be unpaid to the payment of
the whole amount then owing and unpaid upon the Notes for principal and premium,
if any, and interest  (including  Liquidated  Damages, if any), with interest on
the overdue principal and premium, if any, and (to the extent that such interest
has been  collected  by the  Trustee)  upon  overdue  installments  of  interest
(including  Liquidated  Damages,  if any) at the rate borne by the Notes, and in
case such monies shall be  insufficient  to pay in full the whole amounts so due
and unpaid upon the Notes, then to the payment of such principal and premium, if
any, and interest  (including  Liquidated Damages, if any) without preference or
priority of principal and premium, if any, over interest  (including  Liquidated
Damages,  if any), or of interest  (including  Liquidated  Damages, if any) over
principal and premium,  if any, or of any installment of interest over any other
installment  of  interest,  or of any Note over any other  Note,  ratably to the
aggregate  of such  principal  and  premium,  if any,  and  accrued  and  unpaid
interest; and

                  FOURTH:  To the payment of the remainder, if any, to the
Company or any other Person lawfully entitled thereto.

Section 7.4.  PROCEEDINGS  BY  NOTEHOLDER.  No Holder of any Note shall have any
right by  virtue  of or by  reference  to any  provision  of this  Indenture  to
institute  any suit,  action or  proceeding in equity or at law upon or under or
with respect to this Indenture,  or for the appointment of a receiver,  trustee,
liquidator,  custodian  or  other  similar  official,  or for any  other  remedy
hereunder, unless such Holder previously shall have given to the Trustee written
notice of an Event of Default and of the  continuance  thereof,  as hereinbefore
provided, and unless also the Holders of not less than twenty-five percent (25%)

                                       32
<PAGE>

in  aggregate  principal  amount of the Notes then  Outstanding  shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee  hereunder  and shall have  offered to the Trustee  such
reasonable  indemnity  as  it  may  require  against  the  costs,  expenses  and
liabilities  to be incurred  therein or thereby,  and the Trustee for sixty (60)
days after its receipt of such  notice,  request and offer of  indemnity,  shall
have  neglected or refused to institute any such action,  suit or proceeding and
no direction inconsistent with such written request shall have been given to the
Trustee  pursuant to Section 7.7; it being  understood  and intended,  and being
expressly  covenanted  by the taker and holder of every  Note with  every  other
taker and Holder and the  Trustee,  that no one or more  Holders of Notes  shall
have any  right in any  manner  whatever  by virtue  of or by  reference  to any
provision of this  Indenture to affect,  disturb or prejudice  the rights of any
other  Holder  of  Notes,  or to  obtain  or seek  to  obtain  priority  over or
preference  to any  other  such  Holder,  or to  enforce  any right  under  this
Indenture,  except in the manner herein provided and for the equal,  ratable and
common  benefit of all Holders of Notes (except as otherwise  provided  herein).
For the  protection  and  enforcement  of  this  Section  7.4,  each  and  every
Noteholder  and the  Trustee  shall be  entitled  to such relief as can be given
either at law or in equity.

                  Notwithstanding  any other provision of this Indenture and any
provision of any Note, the right of any Holder of any Note to receive payment of
the  principal of and  premium,  if any  (including  the  redemption  price upon
redemption  pursuant  to Article  Three),  and accrued  interest  on  (including
Liquidated  Damages,  if any) such Note,  on or after the  respective  due dates
expressed in such Note or in the event of  redemption,  or to institute suit for
the  enforcement of any such payment on or after such  respective  dates against
the  Company  shall not be  impaired  or  affected  without  the consent of such
Holder.

                  Anything  in  this  Indenture  or the  Notes  to the  contrary
notwithstanding,  the  Holder of any Note,  without  the  consent  of either the
Trustee  or the  Holder of any other  Note,  in its own  behalf  and for its own
benefit,  may enforce, and may institute and maintain any proceeding suitable to
enforce, its rights of conversion as provided herein.

Section 7.5.  PROCEEDINGS BY TRUSTEE.  In case of an Event of Default known to a
Responsible Officer of the Trustee, the Trustee may, in its discretion,  proceed
to  protect  and  enforce  the  rights  vested in it by this  Indenture  by such
appropriate  judicial proceedings as are necessary to protect and enforce any of
such rights,  either by suit in equity or by action at law or by  proceeding  in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement  contained  in this  Indenture  or in aid of the exercise of any power
granted in this  Indenture,  or to enforce  any other legal or  equitable  right
vested in the Trustee by this Indenture or by law.

Section 7.6. REMEDIES  CUMULATIVE AND CONTINUING.  Except as provided in Section
2.6,  all powers and remedies  given by this Article  Seven to the Trustee or to
the Noteholders  shall, to the extent permitted by law, be deemed cumulative and
not  exclusive of any thereof or of any other  powers and remedies  available to
the Trustee or the Holders of the Notes,  by judicial  proceedings or otherwise,
to enforce  the  performance  or  observance  of the  covenants  and  agreements
contained in this  Indenture,  and no delay or omission of the Trustee or of any
Holder of any of the Notes to  exercise  any  right or power  accruing  upon any
default or Event of Default  occurring and continuing as aforesaid  shall impair
any such  right or  power,  or shall  be  construed  to be a waiver  of any such
default or any acquiescence  therein,  and, subject to the provisions of Section
7.4, every power and remedy given by this Article Seven or by law to the Trustee
or to the  Noteholders may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Noteholders.

                                       33
<PAGE>

Section  7.7.  DIRECTION  OF  PROCEEDINGS  AND WAIVER OF DEFAULTS BY MAJORITY OF
NOTEHOLDERS.  The Holders of a majority  in  aggregate  principal  amount of the
Notes at the time  Outstanding  determined in accordance  with Section 9.4 shall
have the right to direct the time, method and place of conducting any proceeding
for any  remedy  available  to the  Trustee  or  exercising  any  trust or power
conferred on the Trustee;  provided,  however, that (a) such direction shall not
be in conflict with any rule of law or with this Indenture,  (b) the Trustee may
take any other action which is not inconsistent  with such direction and (c) the
Trustee may decline to take any action that would benefit some Noteholder to the
detriment of other Noteholders. The Holders of a majority in aggregate principal
amount  of the  Notes at the time  Outstanding  determined  in  accordance  with
Section 9.4 may,  on behalf of the  Holders of all of the Notes,  waive any past
default or Event of Default hereunder and its consequences  except (i) a default
in the payment of interest (including Liquidated Damages, if any) or premium, if
any,  on, or the  principal  of,  the Notes,  (ii) a failure  by the  Company to
convert  any  Notes  into  Common  Stock,  (iii) a  default  in the  payment  of
redemption  price  pursuant  to Article  Three or (iv) a default in respect of a
covenant or provisions  hereof which under Article  Eleven cannot be modified or
amended without the consent of the Holders of each or all Notes then Outstanding
or affected  thereby.  Upon any such waiver,  the  Company,  the Trustee and the
Holders of the Notes  shall be  restored to their  former  positions  and rights
hereunder; but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon. Whenever any default or
Event of Default  hereunder  shall have been waived as permitted by this Section
7.7,  said  default or Event of Default  shall for all purposes of the Notes and
this  Indenture  be deemed to have been cured and to be not  continuing;  but no
such waiver shall extend to, or impair any right  consequent  on, any subsequent
or other default or Event of Default.

Section 7.8.  NOTICE OF DEFAULTS.  The Trustee  shall,  within  ninety (90) days
after a Responsible  Officer of the Trustee has knowledge of the occurrence of a
default,  mail to all  Noteholders,  as the names and  addresses of such Holders
appear upon the Note  Register,  notice of all defaults  known to a  Responsible
Officer,  unless such defaults shall have been cured or waived before the giving
of such  notice;  provided,  however,  that except in the case of default in the
payment  of the  principal  of,  or  premium,  if any,  or  interest  (including
Liquidated  Damages, if any) on any of the Notes, the Trustee shall be protected
in  withholding  such notice if and so long as a trust  committee  of  directors
and/or  Responsible  Officers of the Trustee in good faith  determines  that the
withholding of such notice is in the interests of the Noteholders.

Section 7.9.  UNDERTAKING TO PAY COSTS. All parties to this Indenture agree, and
each  Holder  of any Note by his  acceptance  thereof  shall be  deemed  to have
agreed,  that any court may,  in its  discretion,  require,  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,  the filing by any
party  litigant in such suit of an undertaking to pay the costs of such suit and
that  such  court  may in its  discretion  assess  reasonable  costs,  including
reasonable  attorneys'  fees and  expenses,  against any party  litigant in such
suit,  having due regard to the merits and good faith of the claims or  defenses
made by such party  litigant;  provided,  however,  that the  provisions of this
Section  7.9 (to the  extent  permitted  by law)  shall  not  apply  to any suit
instituted by the Trustee, to any suit instituted by any Noteholder, or group of
Noteholders,  holding in the aggregate more than ten percent in principal amount
of the Notes at the time Outstanding  determined in accordance with Section 9.4,
or to any suit  instituted by any Noteholder for the  enforcement of the payment
of the principal of or premium,  if any, or interest on any Note on or after the
due date expressed in such Note or to any suit for the  enforcement of the right
to convert any Note in accordance with the provisions of Article Fifteen.

                                       34
<PAGE>


                                 Article Eight

                                   THE TRUSTEE

Section 8.1. DUTIES AND RESPONSIBILITIES OF TRUSTEE.  The Trustee,  prior to the
occurrence  of an Event of Default and after the curing of all Events of Default
which may have occurred,  undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture. In case an Event of Default has
occurred  (which has not been cured or waived),  the Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in their  exercise,  as a prudent person would exercise or use
under the circumstances in the conduct of his own affairs.

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

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

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

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

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

(w) the Trustee  shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the written  direction of the
Holders of not less than a majority in principal amount of the Notes at the time
Outstanding  determined as provided in Section 9.4 relating to the time,  method
and place of conducting any proceeding for any remedy  available to the Trustee,
or  exercising  any  trust  or power  conferred  upon the  Trustee,  under  this
Indenture;

                                       35
<PAGE>

(x) whether or not therein provided,  every provision of this Indenture relating
to the conduct or affecting the liability  of, or affording  protection  to, the
Trustee shall be subject to the provisions of this Section;

(y) the  Trustee  shall not be  liable  in  respect  of any  payment  (as to the
correctness of amount,  entitlement to receive or any other matters  relating to
payment) or notice  effected  by the Company or any paying  agent or any records
maintained by any co-registrar with respect to the Notes; and

(z) if any  party  fails to  deliver a notice  relating  to an event the fact of
which,  pursuant to this  Indenture,  requires notice to be sent to the Trustee,
the  Trustee  may  conclusively  rely on its  failure to receive  such notice as
reason to act as if no such event occurred.

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

Section 8.2.      RELIANCE ON DOCUMENTS, OPINIONS, ETC.  Except as otherwise
provided in Section 8.1:

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

(bb) the Trustee may rely and shall be protected in acting upon any  resolution,
certificate,  statement,  instrument, opinion, report, notice, request, consent,
order, bond, debenture,  note, coupon or other paper or document (whether in its
original or  facsimile  form)  believed by it in good faith to be genuine and to
have been signed or presented by the proper party or parties;

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

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

                                       36
<PAGE>

(ee) 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  Noteholders  pursuant to the provisions of this  Indenture,  unless such
Noteholders shall have offered to the Trustee  reasonable  security or indemnity
against the costs,  expenses and  liabilities  which may be incurred  therein or
thereby;

(ff) 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 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; and

(gg) 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 by it with due care hereunder.

Section 8.3. NO RESPONSIBILITY FOR RECITALS,  ETC. The recitals contained herein
and in the Notes (except in the Trustee's  certificate of authentication)  shall
be  taken  as  the  statements  of the  Company,  and  the  Trustee  assumes  no
responsibility   for  the   correctness  of  the  same.  The  Trustee  makes  no
representations  as to the validity or  sufficiency  of this Indenture or of the
Notes.  The Trustee shall not be  accountable  for the use or application by the
Company of any Notes or the proceeds of any Notes authenticated and delivered by
the Trustee in conformity with the provisions of this Indenture.

Section 8.4.  TRUSTEE,  PAYING  AGENTS,  CONVERSION  AGENTS OR REGISTRAR MAY OWN
NOTES. The Trustee, any paying agent, any conversion agent or Note Registrar, in
its individual or any other  capacity,  may become the owner or pledgee of Notes
with the  same  rights  it would  have if it were  not  Trustee,  paying  agent,
conversion agent or Note Registrar.

Section 8.5.  MONIES TO BE HELD IN TRUST.  Subject to the  provisions of Section
13.4,  all monies and properties  received by the Trustee  shall,  until used or
applied as herein  provided,  be held in trust for the  purposes  for which they
were  received.  Money  held by the  Trustee  in  trust  hereunder  need  not be
segregated  from other funds  except to the extent  required by law. The Trustee
shall be under no liability  for interest on any money  received by it hereunder
except as may be  agreed in  writing  from time to time by the  Company  and the
Trustee.

Section 8.6.  COMPENSATION  AND EXPENSES OF TRUSTEE.  The Company  covenants and
agrees  to pay to the  Trustee  from  time to  time,  and the  Trustee  shall be
entitled to,  reasonable  compensation for all services rendered by it hereunder
in any capacity (which shall not be limited by any provision of law in regard to
the  compensation  of a trustee of an express trust) as mutually  agreed to from
time to time in writing  between the Company  and the  Trustee,  and the Company
will pay or reimburse the Trustee upon its request for all reasonable  expenses,
disbursements  and  advances  reasonably  incurred  or  made by the  Trustee  in

                                       37
<PAGE>

accordance  with  any  of  the  provisions  of  this  Indenture  (including  the
reasonable  compensation  and the reasonable  expenses and  disbursements of its
counsel and of all Persons not regularly in its employ) except any such expense,
disbursement  or advance as may arise from its negligence,  willful  misconduct,
recklessness  or bad faith.  The Company also covenants to indemnify the Trustee
(or any officer,  director or employee of the  Trustee),  in any capacity  under
this Indenture and its agents and any authenticating agent for, and to hold them
harmless against, any and all loss, liability, claim or expense incurred without
negligence,  willful  misconduct,  recklessness  or bad faith on the part of the
Trustee  or such  officers,  directors,  employees  and agent or  authenticating
agent,  as the  case  may be,  and  arising  out of or in  connection  with  the
acceptance or administration  of this trust or in any other capacity  hereunder,
including  the costs and expenses of defending  themselves  against any claim of
liability in the premises. The obligations of the Company under this Section 8.6
to  compensate  or indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall be secured by a lien prior to that of
the Notes upon all  property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the Holders of  particular  Notes.
The obligation of the Company under this Section shall survive the  satisfaction
and discharge of this Indenture.
                  When the Trustee and its agents and any  authenticating  agent
incur expenses or render services after an Event of Default specified in Section
7.1(d)  or (e)  with  respect  to the  Company  occurs,  the  expenses  and  the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration under any bankruptcy, insolvency or similar laws.

Section 8.7. OFFICER'S CERTIFICATE AS EVIDENCE.  Except as otherwise provided in
Section 8.1, whenever in the  administration of the provisions of this Indenture
the Trustee  shall deem it  necessary  or  desirable  that a matter be proved or
established  prior to taking or  omitting  any  action  hereunder,  such  matter
(unless other  evidence in respect  thereof be herein  specifically  prescribed)
may,  in the  absence of  negligence  or willful  misconduct  on the part of the
Trustee,  be deemed to be  conclusively  proved and  established by an Officer's
Certificate delivered to the Trustee.

Section  8.8.  CONFLICTING  INTERESTS  OF  TRUSTEE.  If the Trustee has or shall
acquire a conflicting  interest  within the meaning of the Trust  Indenture Act,
the Trustee shall either eliminate such interest or resign, to the extent and in
the manner  provided by, and subject to the provisions  of, the Trust  Indenture
Act and this Indenture.

Section  8.9.  ELIGIBILITY  OF  TRUSTEE.  There  shall at all times be a Trustee
hereunder  which  shall be a  Person  that is  eligible  pursuant  to the  Trust
Indenture Act to act as such and has a combined  capital and surplus of at least
$50,000,000 (or if such Person is a member of a bank holding company system, its
bank  holding  company  shall have a combined  capital  and  surplus of at least
$50,000,000).  If such Person publishes  reports of condition at least annually,
pursuant  to  law  or to  the  requirements  of  any  supervising  or  examining
authority,  then for the  purposes  of this  Section  the  combined  capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent  report of condition so  published.  If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section  8.9,  it shall  resign  immediately  in the  manner and with the effect
hereinafter specified in this Article.


                                       38
<PAGE>

Section 8.10.     RESIGNATION OR REMOVAL OF TRUSTEE.

(hh) The  Trustee  may at any time  resign  by  giving  written  notice  of such
resignation  to the  Company and to the Holders of Notes.  Upon  receiving  such
notice of resignation, the Company shall promptly appoint a successor trustee by
written instrument,  in duplicate,  executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the  successor  trustee.  If no  successor  trustee  shall  have been so
appointed  and have  accepted  appointment  sixty (60) days after the mailing of
such notice of resignation to the Noteholders,  the resigning  Trustee may, upon
ten (10)  business  days' notice to the Company and the  Noteholders,  appoint a
successor  identified  in such  notice or may  petition,  at the  expense of the
Company, any court of competent  jurisdiction for the appointment of a successor
trustee,  or, if any  Noteholder  who has been a bona  fide  Holder of a Note or
Notes for at least six (6) months may, subject to the provisions of Section 7.9,
on behalf of himself and all others similarly situated,  petition any such court
for the appointment of a successor trustee. Such court may thereupon, after such
notice,  if any,  as it may deem  proper  and  prescribe,  appoint  a  successor
trustee.

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

(1) the Trustee  shall fail to comply with  Section  8.8 after  written  request
therefor by the Company or by any  Noteholder who has been a bona fide Holder of
a Note or Notes for at least six (6) months; or

(2) the Trustee shall cease to be eligible in accordance  with the provisions of
Section  8.9 and shall fail to resign  after  written  request  therefor  by the
Company or by any such Noteholder; or

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

then,  in any such  case,  the  Company  may remove the  Trustee  and  appoint a
successor trustee by written instrument, in duplicate,  executed by order of the
Board of  Directors,  one copy of which  instrument  shall be  delivered  to the
Trustee so removed and one copy to the  successor  trustee,  or,  subject to the
provisions of Section 7.9, any  Noteholder  who has been a bona fide Holder of a
Note or Notes for at least six (6)  months  may,  on behalf of  himself  and all
others similarly situated,  petition any court of competent jurisdiction for the
removal of the Trustee and the  appointment  of a successor  trustee;  provided,
however,  that if no  successor  Trustee  shall  have  been  appointed  and have
accepted appointment sixty (60) days after either the Company or the Noteholders
have  removed the  Trustee,  the Trustee so removed  may  petition  any court of
competent jurisdiction for an appointment of a successor trustee. Such court may
thereupon,  after such  notice,  if any,  as it may deem  proper and  prescribe,
remove the Trustee and appoint a successor trustee.

(jj) The Holders of a majority in aggregate principal amount of the Notes at the
time  Outstanding  may at any time remove the  Trustee and  nominate a successor
trustee which shall be deemed appointed as successor trustee unless,  within ten

                                       39
<PAGE>

(10) days after notice to the Company of such  nomination,  the Company  objects
thereto,  in which case the  Trustee so  removed or any  Noteholder,  or if such
Trustee so removed or any Noteholder  fails to act, the Company,  upon the terms
and conditions and otherwise as in Section  8.10(a)  provided,  may petition any
court of competent jurisdiction for an appointment of a successor trustee.

(kk) Any  resignation  or removal of the Trustee and  appointment of a successor
trustee  pursuant to any of the  provisions  of this  Section  8.10 shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.11.

Section 8.11.  ACCEPTANCE BY SUCCESSOR TRUSTEE.  Any successor trustee appointed
as  provided  in Section  8.10 shall  execute,  acknowledge  and  deliver to the
Company and to its predecessor trustee an instrument  accepting such appointment
hereunder,  and thereupon the resignation or removal of the predecessor  trustee
shall become effective and such successor trustee, without any further act, deed
or  conveyance,  shall  become  vested with all the rights,  powers,  duties and
obligations  of its  predecessor  hereunder,  with like effect as if  originally
named as  trustee  herein;  but,  nevertheless,  on the  written  request of the
Company or of the  successor  trustee,  the trustee  ceasing to act shall,  upon
payment of any amount  then due it pursuant to the  provisions  of Section  8.6,
execute and deliver an instrument transferring to such successor trustee all the
rights and powers of the  trustee  so ceasing to act.  Upon  request of any such
successor trustee,  the Company shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor trustee
all such rights and  powers.  Any  trustee  ceasing to act shall,  nevertheless,
retain a lien upon all  property  and funds held or collected by such trustee as
such,  except for funds held in trust for the  benefit of Holders of  particular
Notes,  to secure any amounts then due it pursuant to the  provisions of Section
8.6.

                  No successor  trustee shall accept  appointment as provided in
this Section 8.11 unless, at the time of such acceptance, such successor trustee
shall be qualified under the provisions of Section 8.8 and be eligible under the
provisions of Section 8.9.

                  Upon  acceptance  of  appointment  by a  successor  trustee as
provided  in this  Section  8.11,  the Company  (or the former  trustee,  at the
written direction of the Company) shall mail or cause to be mailed notice of the
succession of such trustee  hereunder to the Holders of Notes at their addresses
as they shall  appear on the Note  Register.  If the Company  fails to mail such
notice  within ten (10) days after  acceptance of  appointment  by the successor
trustee,  the  successor  trustee  shall  cause such  notice to be mailed at the
expense of the Company.

Section 8.12.  SUCCESSION BY MERGER, ETC. Any corporation into which the Trustee
may be  merged  or  converted  or  with  which  it may be  consolidated,  or any
corporation resulting from any merger,  conversion or consolidation to which the
Trustee shall be a party, or any corporation  succeeding to all or substantially
all of the corporate trust business of the Trustee  (including any trust created
by this Indenture),  shall be the successor to the Trustee hereunder without the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto,  provided that in the case of any corporation  succeeding to all
or  substantially  all of the  corporate  trust  business of the  Trustee,  such
corporation  shall be qualified under the provisions of Section 8.8 and eligible
under the provisions of Section 8.9.


                                       40
<PAGE>

                  In  case at the  time  such  successor  to the  Trustee  shall
succeed to the trusts  created by this  Indenture,  any of the Notes  shall have
been  authenticated  but not  delivered,  any such  successor to the Trustee may
adopt  the  certificate  of  authentication   of  any  predecessor   trustee  or
authenticating  agent appointed by such  predecessor  trustee,  and deliver such
Notes so authenticated; and in case at that time any of the Notes shall not have
been  authenticated,  any successor to the Trustee or any  authenticating  agent
appointed by such successor  trustee may authenticate  such Notes in the name of
the successor  trustee;  and in all such cases such certificates  shall have the
full  force  that is  provided  in the  Notes  or in this  Indenture;  provided,
however,  that the  right to adopt  the  certificate  of  authentication  of any
predecessor Trustee or authenticate Notes in the name of any predecessor Trustee
shall  apply  only to its  successor  or  successors  by merger,  conversion  or
consolidation.

Section 8.13.  PREFERENTIAL  COLLECTION OF CLAIMS. If and when the Trustee shall
be or become a creditor of the Company  (or any other  obligor  upon the Notes),
the  Trustee  shall be  subject to the  provisions  of the Trust  Indenture  Act
regarding the  collection  of the claims  against the Company (or any such other
obligor).

Section 8.14.  TRUSTEE'S  APPLICATION  FOR  INSTRUCTIONS  FROM THE COMPANY.  Any
application by the Trustee for written instructions from the Company may, at the
option of the Trustee,  set forth in writing any action  proposed to be taken or
omitted by the Trustee  under this  Indenture and the date on and/or after which
such action  shall be taken or such  omission  shall be  effective.  The Trustee
shall not be liable  for any action  taken by, or  omission  of, the  Trustee in
accordance  with a proposal  included in such  application  on or after the date
specified  in such  application  (which  date  shall not be less than  three (3)
Business Days after the date any officer of the Company  actually  receives such
application,  unless any such  officer  shall have  consented  in writing to any
earlier date) unless prior to taking any such action (or the  effective  date in
the case of an omission),  the Trustee shall have received written  instructions
in response to such application specifying the action to be taken or omitted.

Article Nine

                                 THE NOTEHOLDERS

Section 9.1.  ACTION BY  NOTEHOLDERS.  Whenever in this Indenture it is provided
that the Holders of a specified  percentage in aggregate principal amount of the
Notes may take any action  (including  the making of any demand or request,  the
giving of any notice,  consent or waiver or the taking of any other action), the
fact that at the time of taking any such action,  the Holders of such  specified
percentage  have joined  therein may be evidenced  (a) by any  instrument or any
number of  instruments  of similar tenor executed by Noteholders in person or by
agent or proxy  appointed  in  writing,  or (b) by the record of the  Holders of
Notes voting in favor thereof at any meeting of Noteholders duly called and held
in accordance  with the  provisions  of Article Ten, or (c) by a combination  of
such  instrument  or  instruments  and any  such  record  of such a  meeting  of
Noteholders.  Whenever  the  Company or the Trustee  solicits  the taking of any
action by the  Holders  of the Notes,  the  Company  or the  Trustee  may fix in
advance of such solicitation,  a date as the record date for determining Holders
entitled to take such  action.  The record  date shall be not more than  fifteen
(15) days prior to the date of commencement of solicitation of such action.


                                       41
<PAGE>

Section 9.2.  PROOF OF EXECUTION BY  NOTEHOLDERS.  Subject to the  provisions of
Sections  8.1,  8.2 and 10.5,  proof of the  execution  of any  instrument  by a
Noteholder or its agent or proxy shall be sufficient if made in accordance  with
such reasonable  rules and regulations as may be prescribed by the Trustee or in
such manner as shall be satisfactory to the Trustee.  The holding of Notes shall
be proved by the Note Register or by a certificate of the Note Registrar.

                  The record of any Noteholders'  meeting shall be proved in the
manner provided in Section 10.6.

Section 9.3. WHO ARE DEEMED  ABSOLUTE  OWNERS.  The  Company,  the Trustee,  any
paying agent, any conversion agent and any Note Registrar may deem the Person in
whose name such Note shall be  registered  upon the Note Register to be, and may
treat it as, the absolute  owner of such Note (whether or not such Note shall be
overdue and  notwithstanding  any notation of ownership or other writing thereon
made by any Person other than the Company or any Note Registrar) for the purpose
of receiving payment of or on account of the principal of, premium,  if any, and
interest on such Note, for  conversion of such Note and for all other  purposes;
and neither the Company nor the Trustee nor any paying agent nor any  conversion
agent nor any Note  Registrar  shall be affected by any notice to the  contrary.
All such  payments so made to any Holder for the time being,  or upon his order,
shall be valid,  and,  to the  extent of the sum or sums so paid,  effectual  to
satisfy and discharge the liability for monies payable upon any such Note.

Section 9.4. COMPANY-OWNED NOTES DISREGARDED. In determining whether the Holders
of the  requisite  aggregate  principal  amount of Notes have  concurred  in any
direction, consent, waiver or other action under this Indenture, Notes which are
owned by the Company or any other  obligor on the Notes or any  Affiliate of the
Company or any other obligor on the Notes shall be disregarded and deemed not to
be Outstanding  for the purpose of any such  determination;  provided,  however,
that, for the purposes of determining  whether the Trustee shall be protected in
relying on any such direction, consent, waiver or other action, only Notes which
a Responsible Officer knows are so owned shall be so disregarded. Notes so owned
which have been  pledged in good faith may be  regarded as  Outstanding  for the
purposes of this Section 9.4 if the pledgee shall establish to the  satisfaction
of the  Trustee the  pledgee's  right to vote such Notes and that the pledgee is
not the Company,  any other obligor on the Notes or any Affiliate of the Company
or any such  other  obligor.  In the case of a  dispute  as to such  right,  any
decision  by the  Trustee  taken  upon  the  advice  of  counsel  shall  be full
protection  to the  Trustee.  Upon  request of the  Trustee,  the Company  shall
furnish to the Trustee promptly an Officer's Certificate listing and identifying
all  Notes,  if any,  known  by the  Company  to be  owned or held by or for the
account of any of the above described Persons,  and, subject to Section 8.1, the
Trustee  shall be entitled to accept such  Officer's  Certificate  as conclusive
evidence  of the  facts  therein  set  forth  and of the fact that all Notes not
listed therein are Outstanding for the purpose of any such determination.

Section 9.5. REVOCATION OF CONSENTS;  FUTURE HOLDERS BOUND. At any time prior to
(but not after) the  evidencing  to the Trustee,  as provided in Section 9.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Notes  specified in this Indenture in connection with such action,
any Holder of a Note which is shown by the  evidence to be included in the Notes
the Holders of which have consented to such action may, by filing written notice
with the  Trustee  at its  Corporate  Trust  Office and upon proof of holding as
provided in Section 9.2, revoke such action so far as concerns such Note. Except
as  aforesaid,  any  such  action  taken  by the  Holder  of any  Note  shall be
conclusive  and binding upon such Holder and upon all future  Holders and owners
of such  Note and of any Notes  issued in  exchange  or  substitution  therefor,
irrespective of whether any notation in regard thereto is made upon such Note or
any Note issued in exchange or substitution therefor.

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<PAGE>

                                  Article Ten

                             MEETINGS OF NOTEHOLDERS

Section 10.1.    PURPOSE OF MEETINGS.  A meeting of Noteholders may be called at
any time and from time to time pursuant to the provisions of this Article Ten
for any of the following purposes:

(4) to  give  any  notice  to the  Company  or to the  Trustee  or to  give  any
directions to the Trustee  permitted under this Indenture,  or to consent to the
waiving of any default or Event of Default hereunder and its consequences, or to
take any other action  authorized to be taken by Noteholders  pursuant to any of
the provisions of Article Seven;

(5)     to remove the Trustee and nominate a successor trustee pursuant to the
provisions of Article Eight;

(6)     to consent to the execution of an indenture or indentures supplemental
hereto pursuant to the provisions of Section 11.2; or

(7) to take any  other  action  authorized  to be taken by or on  behalf of the
Holders of any specified aggregate principal amount of the Notes under any other
provision of this Indenture or under applicable law.

Section  10.2.  CALL OF MEETINGS BY TRUSTEE.  The Trustee may at any time call a
meeting of Noteholders to take any action  specified in Section 10.1, to be held
at such time and at such place as the Trustee shall  determine.  Notice of every
meeting of the Noteholders, setting forth the time and the place of such meeting
and in general  terms the action  proposed  to be taken at such  meeting and the
establishment  of any record date  pursuant to Section  9.1,  shall be mailed to
Holders of Notes at their  addresses as they shall appear on the Note  Register.
Such notice  shall also be mailed to the Company.  Such notices  shall be mailed
not less than twenty (20) nor more than ninety (90) days prior to the date fixed
for the meeting.

                  Any meeting of  Noteholders  shall be valid without  notice if
the Holders of all Notes then  Outstanding  are present in person or by proxy or
if notice is waived  before or after the  meeting  by the  Holders  of all Notes
Outstanding,  and if the  Company  and the  Trustee  are either  present by duly
authorized representatives or have, before or after the meeting, waived notice.

Section 10.3.  CALL OF MEETINGS BY COMPANY OR  NOTEHOLDERS.  In case at any time
the Company,  pursuant to a resolution of its Board of Directors, or the Holders
of at least ten percent  (10%) in aggregate  principal  amount of the Notes then

                                       43
<PAGE>

Outstanding,  shall have requested the Trustee to call a meeting of Noteholders,
by written request setting forth in reasonable  detail the action proposed to be
taken at the meeting,  and the Trustee  shall not have mailed the notice of such
meeting within twenty (20) days after receipt of such request,  then the Company
or such  Noteholders  may  determine the time and the place for such meeting and
may call such meeting to take any action  authorized in Section 10.1, by mailing
notice thereof as provided in Section 10.2.

Section 10.4.  QUALIFICATIONS  FOR VOTING. To be entitled to vote at any meeting
of Noteholders a person shall (a) be a Holder of one or more Notes on the record
date pertaining to such meeting or (b) be a person appointed by an instrument in
writing as proxy by a Holder of one or more Notes on the record date  pertaining
to such  meeting.  The only  persons  who shall be  entitled to be present or to
speak at any meeting of  Noteholders  shall be the  persons  entitled to vote at
such meeting and their  counsel and any  representatives  of the Trustee and its
counsel and any representatives of the Company and its counsel.

Section  10.5.  REGULATIONS.   Notwithstanding  any  other  provisions  of  this
Indenture,  the  Trustee  may make such  reasonable  regulations  as it may deem
advisable for any meeting of  Noteholders,  in regard to proof of the holding of
Notes and of the  appointment of proxies,  and in regard to the  appointment and
duties of  inspectors  of votes,  the  submission  and  examination  of proxies,
certificates  and other  evidence of the right to vote,  and such other  matters
concerning the conduct of the meeting as it shall think fit.

                  The Trustee  shall,  by an  instrument  in writing,  appoint a
temporary chairman of the meeting,  unless the meeting shall have been called by
the Company or by  Noteholders  as provided in Section  10.3,  in which case the
Company or the  Noteholders  calling the  meeting,  as the case may be, shall in
like manner appoint a temporary  chairman.  A permanent chairman and a permanent
secretary  of the meeting  shall be elected by vote of the holders of a majority
in principal amount of the Notes represented at the meeting and entitled to vote
at the meeting.

                  Subject to the  provisions of Section 9.4, at any meeting each
Noteholder  or  proxyholder  shall be  entitled  to one  vote  for  each  $1,000
principal amount of Notes held or represented by him; provided, however, that no
vote shall be cast or counted at any  meeting in respect of any Note  challenged
as  not  Outstanding  and  ruled  by  the  chairman  of  the  meeting  to be not
Outstanding.  The chairman of the meeting shall have no right to vote other than
by virtue of Notes  held by him or  instruments  in writing  as  aforesaid  duly
designating him as the proxy to vote on behalf of other Noteholders. Any meeting
of  Noteholders  duly called  pursuant to the provisions of Section 10.2 or 10.3
may be adjourned from time to time by the Holders of a majority of the aggregate
principal  amount  of  Notes   represented  at  the  meeting,   whether  or  not
constituting  a quorum,  and the  meeting  may be held as so  adjourned  without
further notice.

Section 10.6. VOTING.  The vote upon any resolution  submitted to any meeting of
Noteholders  shall be by  written  ballot  on  which  shall  be  subscribed  the
signatures of the Holders of Notes or of their  representatives by proxy and the
outstanding  principal  amount of the Notes  held or  represented  by them.  The
permanent  chairman of the meeting  shall  appoint two  inspectors  of votes who
shall count all votes cast at the meeting for or against any  resolution and who
shall make and file with the  secretary of the meeting  their  verified  written
reports in duplicate of all votes cast at the meeting.  A record in duplicate of
the  proceedings  of each  meeting  of  Noteholders  shall  be  prepared  by the
secretary of the meeting and there shall be attached to said record the original
reports  of the  inspectors  of votes on any vote by ballot  taken  thereat  and
affidavits by one or more persons having  knowledge of the facts setting forth a
copy of the notice of the  meeting  and  showing  that said notice was mailed as
provided in Section  10.2.  The record  shall show the  principal  amount of the
Notes voting in favor of or against any  resolution.  The record shall be signed
and verified by the  affidavits of the  permanent  chairman and secretary of the
meeting  and one of the  duplicates  shall be  delivered  to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

                                       44
<PAGE>

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

Section 10.7. NO DELAY OF RIGHTS BY MEETING.  Nothing  contained in this Article
Ten shall be deemed or construed  to authorize or permit,  by reason of any call
of a meeting of  Noteholders  or any rights  expressly  or  impliedly  conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Noteholders  under
any of the provisions of this Indenture or of the Notes.

                                 Article Eleven

                             SUPPLEMENTAL INDENTURES

Section  11.1.  SUPPLEMENTAL  INDENTURES  WITHOUT  CONSENT OF  NOTEHOLDERS.  The
Company,  when authorized by the resolutions of the Board of Directors,  and the
Trustee  may,  from time to time,  and at any time  enter into an  indenture  or
indentures supplemental hereto for one or more of the following purposes:

(a)      make provision with respect to the conversion  rights of the Holders of
         Notes pursuant to the  requirements  of Section 15.6 and the redemption
         obligations  of the  Company  pursuant to the  requirements  of Section
         3.5(e);

(b)      to  convey,  transfer,  assign,  mortgage  or pledge to the  Trustee as
         security for the Notes, any property or assets;

(c)      to  evidence  the  succession  of  another  Person to the  Company,  or
         successive  successions,  and the assumption by the successor Person of
         the covenants,  agreements and  obligations of the Company  pursuant to
         Article Twelve;

(d)       to  add to  the  covenants  of the  Company  such  further  covenants,
          restrictions  or  conditions as the Board of Directors and the Trustee
          shall  consider to be for the benefit of the Holders of Notes,  and to
          make the occurrence,  or the occurrence and continuance,  of a default
          in any such additional covenants, restrictions or conditions a default
          or an Event of Default permitting the enforcement of all or any of the
          several  remedies  provided  in this  Indenture  as herein  set forth;
          provided,  however,  that in respect of any such additional  covenant,
          restriction or condition,  such supplemental indenture may provide for
          a  particular  period of grace  after  default  (which  period  may be
          shorter or longer than that allowed in the case of other  defaults) or
          may  provide for an  immediate  enforcement  upon such  default or may
          limit the remedies available to the Trustee upon such default;


                                       45
<PAGE>

(e)      to provide for the  issuance  under this  Indenture  of Notes in coupon
         form (including Notes  registrable as to principal only) and to provide
         for  exchangeability  of such Notes with the Notes issued  hereunder in
         fully  registered  form and to make all  appropriate  changes  for such
         purpose;

(f)      to cure  any  ambiguity  or to  correct  or  supplement  any  provision
         contained herein or in any supplemental indenture that may be defective
         or  inconsistent  with any other provision  contained  herein or in any
         supplemental  indenture,  or to make such other provisions in regard to
         matters  or  questions  arising  under  this  Indenture  that shall not
         materially adversely affect the interests of the Holders of the Notes;

(g)      to evidence and provide for the acceptance of appointment  hereunder by
         a successor Trustee with respect to the Notes; or

(h)      to modify, eliminate or add to the provisions of this Indenture to such
         extent as shall be  necessary  to  effect  the  qualifications  of this
         Indenture  under the Trust  Indenture Act, or under any similar federal
         statute hereafter enacted.

                  Upon the written request of the Company, accompanied by a copy
of the  resolutions  of the Board of  Directors  certified  by its  Secretary or
Assistant Secretary authorizing the execution of any supplemental indenture, the
Trustee is hereby  authorized  to join with the Company in the  execution of any
such  supplemental  indenture,  to make any further  appropriate  agreements and
stipulations  that  may be  therein  contained  and to  accept  the  conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion,  enter into any supplemental  indenture
that affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.

                  Any  supplemental  indenture  authorized by the  provisions of
this  Section  11.1 may be executed  by the Company and the Trustee  without the
consent  of  the  Holders  of  any  of  the  Notes  at  the  time   Outstanding,
notwithstanding any of the provisions of Section 11.2.

                  Notwithstanding  any other  provision of the  Indenture or the
Notes,  the  Registration  Rights Agreement and the obligation to pay Liquidated
Damages  thereunder  may be amended,  modified or waived in accordance  with the
provisions of the Registration Rights Agreement.

Section  11.2.  SUPPLEMENTAL  INDENTURE  WITH CONSENT OF  NOTEHOLDERS.  With the
consent  (evidenced as provided in Article Nine) of the Holders of not less than
a majority in aggregate  principal amount of the Notes at the time  Outstanding,
the Company,  when authorized by the resolutions of the Board of Directors,  and
the Trustee may,  from time to time and at any time,  enter into an indenture or
indentures  supplemental  hereto for the purpose of adding any  provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
any  supplemental  indenture  or of  modifying  in any  manner the rights of the
Holders of the Notes;  provided,  however,  that no such supplemental  indenture
shall (i) extend the fixed  maturity  of any Note,  or reduce the rate or extend

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<PAGE>

the time of payment of interest (including  Liquidated Damages, if any) thereon,
or reduce the principal amount thereof or premium,  if any,  thereon,  or reduce
any amount payable on redemption  thereof, or impair the right of any Noteholder
to institute  suit for the payment  thereof,  or make the  principal  thereof or
interest or premium,  if any, thereon payable in any coin or currency other than
that  provided in the Notes,  or change the  obligation of the Company to redeem
any Note upon the happening of a Fundamental  Change in a manner  adverse to the
Noteholders,  or impair the right to convert the Notes into Common Stock subject
to the terms set forth herein, including Section 15.6, in each case, without the
consent of the Holder of each Note so  affected,  or (ii)  reduce the  aforesaid
percentage  of Notes,  the Holders of which are  required to consent to any such
supplemental  indenture,  without  the  consent of the Holders of all Notes then
Outstanding.

                  Upon the written request of the Company, accompanied by a copy
of the  resolutions  of the Board of  Directors  certified  by its  Secretary or
Assistant   Secretary   authorizing  the  execution  of  any  such  supplemental
indenture,  and upon the filing  with the  Trustee of evidence of the consent of
Noteholders  as  aforesaid,  the  Trustee  shall  join with the  Company  in the
execution of such  supplemental  indenture  unless such  supplemental  indenture
affects the Trustee's own rights,  duties or immunities  under this Indenture or
otherwise,  in which case the  Trustee may in its  discretion,  but shall not be
obligated to, enter into such supplemental indenture.

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

Section 11.3.  EFFECT OF  SUPPLEMENTAL  INDENTURE.  Any  supplemental  indenture
executed pursuant to the provisions of this Article Eleven shall comply with the
Trust  Indenture  Act, as then in effect,  provided that this Section 11.3 shall
not require such supplemental indenture or the Trustee to be qualified under the
Trust  Indenture  Act prior to the time such  qualification  is in fact required
under the terms of the Trust  Indenture Act or the Indenture has been  qualified
under  the Trust  Indenture  Act,  nor  shall it  constitute  any  admission  or
acknowledgment  by any  party  to such  supplemental  indenture  that  any  such
qualification  is  required  prior to the  time  such  qualification  is in fact
required  under the terms of the Trust  Indenture  Act or the Indenture has been
qualified under the Trust Indenture Act. Upon the execution of any  supplemental
indenture  pursuant to the  provisions of this Article  Eleven,  this  Indenture
shall be and be deemed to be modified and amended in  accordance  therewith  and
the respective rights, limitation of rights, obligations,  duties and immunities
under this Indenture of the Trustee,  the Company and the Holders of Notes shall
thereafter  be  determined,  exercised  and enforced  hereunder,  subject in all
respects to such  modifications  and amendments and all the terms and conditions
of any such  supplemental  indenture  shall be and be  deemed  to be part of the
terms and conditions of this Indenture for any and all purposes.

Section 11.4.  NOTATION ON NOTES Notes  authenticated  and  delivered  after the
execution  of any  supplemental  indenture  pursuant to the  provisions  of this
Article  Eleven may bear a notation  in form  approved  by the Trustee as to any
matter  provided  for in such  supplemental  indenture.  If the  Company  or the
Trustee shall so determine,  new Notes so modified as to conform, in the opinion
of the Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental  indenture may, at the Company's expense,  be
prepared  and  executed  by the  Company,  authenticated  by the  Trustee (or an
authenticating  agent duly  appointed by the Trustee  pursuant to Section 16.11)
and delivered in exchange for the Notes then Outstanding, upon surrender of such
Notes then Outstanding


                                       47
<PAGE>

Section 11.5.  EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL  INDENTURE TO BE FURNISHED
TO TRUSTEE. Prior to entering into any supplemental  indenture,  the Trustee may
request an  Officer's  Certificate  and an  Opinion  of  Counsel  as  conclusive
evidence that any supplemental  indenture executed pursuant hereto complies with
the requirements of this Article Eleven.

                                 Article Twelve

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 12.1.  COMPANY MAY  CONSOLIDATE,  ETC. ON CERTAIN TERMS.  Subject to the
provisions of Section 12.2, nothing contained in this Indenture or in any of the
Notes shall prevent any  consolidation or merger of the Company with or into any
other  Person or  Persons  (whether  or not  affiliated  with the  Company),  or
successive  consolidations  or mergers in which the Company or its  successor or
successors shall be a party or parties, or shall prevent any sale, conveyance or
lease (or successive  sales,  conveyances or leases) of all or substantially all
of the property of the Company,  to any other Person  (whether or not affiliated
with the Company),  authorized to acquire and operate the same and that shall be
organized  under the laws of the United States of America,  any state thereof or
the District of Columbia;  provided,  however, that upon any such consolidation,
merger, sale, conveyance or lease, the due and punctual payment of the principal
of and premium, if any, and interest  (including  Liquidated Damages, if any) on
all of the Notes,  according to their tenor and the due and punctual performance
and  observance of all of the covenants and  conditions of this  Indenture to be
performed by the Company,  shall be expressly assumed, by supplemental indenture
satisfactory  in form to the Trustee,  executed and  delivered to the Trustee by
the Person (if other than the  Company)  formed by such  consolidation,  or into
which the  Company  shall have been  merged,  or by the  Person  that shall have
acquired or leased such property,  and such supplemental indenture shall provide
for the applicable conversion rights set forth in Section 15.6.

Section  12.2.  SUCCESSOR  CORPORATION  TO BE  SUBSTITUTED.  In case of any such
consolidation,  merger, sale, conveyance or lease and upon the assumption by the
successor  Person,  by  supplemental  indenture,  executed and  delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the  principal of and  premium,  if any, and interest on all of the Notes and
the due and punctual  performance of all of the covenants and conditions of this
Indenture to be performed by the Company, such successor Person shall succeed to
and be substituted for the Company, with the same effect as if it had been named
herein as the party of this first part.  Such  successor  Person  thereupon  may
cause to be  signed  and may  issue  in its own  name  any or all of the  Notes,
issuable  hereunder that  theretofore  shall not have been signed by the Company
and  delivered  to the Trustee;  and,  upon the order of such  successor  Person
instead of the Company and subject to all the terms,  conditions and limitations
in this Indenture prescribed,  the Trustee shall authenticate and shall deliver,
or cause to be authenticated and delivered, any Notes that previously shall have
been  signed and  delivered  by the  officers  of the Company to the Trustee for
authentication,  and any Notes that such successor Person thereafter shall cause
to be signed and  delivered  to the Trustee for that  purpose.  All the Notes so
issued  shall in all  respects  have the same legal rank and benefit  under this
Indenture as the Notes  theretofore or thereafter  issued in accordance with the

                                       48
<PAGE>

terms of this  Indenture as though all of such Notes had been issued at the date
of the execution hereof. In the event of any such consolidation,  merger,  sale,
conveyance or lease, the Person named as the "Company" in the first paragraph of
this  Indenture or any successor that shall  thereafter  have become such in the
manner  prescribed  in  this  Article  Twelve  may be  dissolved,  wound  up and
liquidated  at any time  thereafter  and such Person shall be released  from its
liabilities  as obligor  and maker of the Notes and from its  obligations  under
this Indenture.  In case of any such consolidation,  merger, sale, conveyance or
lease,  such changes in phraseology  and form (but not in substance) may be made
in the Notes thereafter to be issued as may be appropriate.

Section 12.3. OPINION OF COUNSEL TO BE GIVEN TRUSTEE.  The Trustee shall receive
an Officer's  Certificate and an Opinion of Counsel as conclusive  evidence that
any  such  consolidation,  merger,  sale,  conveyance  or  lease  and  any  such
assumption complies with the provisions of this Article Twelve.

                                Article Thirteen

                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 13.1. DISCHARGE OF INDENTURE.  When (a) the Company shall deliver to the
Trustee (or the Trustee shall  otherwise  have  received) for  cancellation  all
Notes theretofore  authenticated (other than any Notes that have been destroyed,
lost or stolen and in lieu of or in  substitution  for which  other  Notes shall
have been authenticated and delivered) and not theretofore  canceled, or (b) all
the Notes not theretofore  canceled or delivered to the Trustee for cancellation
shall  have  become  due and  payable,  or are by their  terms to become due and
payable within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption,
and the Company shall deposit with the Trustee,  in trust,  funds  sufficient to
pay at maturity  or upon  redemption  of all of the Notes  (other than any Notes
that shall have been mutilated,  destroyed,  lost or stolen and in lieu of or in
substitution for which other Notes shall have been  authenticated and delivered)
not theretofore canceled or delivered to the Trustee for cancellation, including
principal and premium, if any, and interest due or to become due to such date of
maturity or redemption  date, as the case may be,  accompanied by a verification
report,  as to the  sufficiency  of the deposited  amount,  from an  independent
certified  accountant  or  other  financial  professional  satisfactory  to  the
Trustee,  and if the  Company  shall also pay or cause to be paid all other sums
payable  hereunder  by the  Company,  then this  Indenture  shall cease to be of
further effect (except as to (i) remaining  rights of  registration of transfer,
substitution  and exchange and  conversion  of Notes,  (ii) rights  hereunder of
Noteholders  to receive  payments  of  principal  of and  premium,  if any,  and
interest  on,  the  Notes  and the  other  rights,  duties  and  obligations  of
Noteholders,  as  beneficiaries  hereof with respect to the amounts,  if any, so
deposited with the Trustee and (iii) the rights,  obligations  and immunities of
the  Trustee  hereunder),  and the  Trustee,  on written  demand of the  Company
accompanied by an Officer's Certificate and an Opinion of Counsel as required by
Section 16.5 and at the cost and expense of the Company,  shall  execute  proper
instruments  acknowledging  satisfaction of and discharging this Indenture;  the
Company,  however,  hereby  agrees to  reimburse  the  Trustee  for any costs or
expenses  thereafter  reasonably  and  properly  incurred  by the Trustee and to
compensate  the Trustee for any  services  thereafter  reasonably  and  properly
rendered by the Trustee in connection with this Indenture or the Notes.


                                       49
<PAGE>

Section  13.2.  DEPOSITED  MONIES  TO BE HELD IN TRUST BY  TRUSTEE.  Subject  to
Section 13.4, all monies  deposited  with the Trustee  pursuant to Section 13.1,
shall be held in trust for the sole benefit of the Noteholders,  and such monies
shall be applied by the Trustee to the payment,  either  directly or through any
paying agent  (including the Company if acting as its own paying agent),  to the
Holders of the  particular  Notes for the  payment or  redemption  of which such
monies have been deposited  with the Trustee,  of all sums due and to become due
thereon  for  principal  and  interest  and  premium,  if any.  If any Notes are
converted after the Company has made a deposit pursuant to Section 13.1, amounts
held in trust relating to such converted Notes shall be promptly returned to the
Company.

Section  13.3.  PAYING  AGENT TO REPAY MONIES HELD.  Upon the  satisfaction  and
discharge  of this  Indenture,  all monies then held by any paying  agent of the
Notes (other than the Trustee) shall,  upon written  request of the Company,  be
repaid to it or paid to the Trustee,  and  thereupon  such paying agent shall be
released from all further liability with respect to such monies.

Section  13.4.  RETURN OF  UNCLAIMED  MONIES.  Subject  to the  requirements  of
applicable law, any monies  deposited with or paid to the Trustee for payment of
the  principal  of,  premium,  if any,  or interest on Notes and not applied but
remaining  unclaimed  by the  Holders of Notes for two years after the date upon
which the principal of, premium,  if any, or interest on such Notes, as the case
may be, shall have become due and payable, shall be repaid to the Company by the
Trustee on demand and all  liability of the Trustee shall  thereupon  cease with
respect to such monies; and the Holder of any of the Notes shall thereafter look
only to the Company for any payment  that such Holder may be entitled to collect
unless an applicable abandoned property law designates another Person.

Section  13.5.  REINSTATEMENT.  If the Trustee or the paying  agent is unable to
apply  any  money in  accordance  with  Section  13.2 by  reason of any order or
judgment  of any  court or  governmental  authority  enjoining,  restraining  or
otherwise  prohibiting such  application,  the Company's  obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred  pursuant to Section  13.1 until such time as the Trustee or the paying
agent is permitted  to apply all such money in  accordance  with  Section  13.2;
provided,  however,  that if the  Company  makes any  payment of  interest on or
principal  of any Note  following  the  reinstatement  of its  obligations,  the
Company  shall be  subrogated  to the  rights of the  Holders  of such  Notes to
receive such payment from the money held by the Trustee or paying agent.


                                       50
<PAGE>

                                Article Fourteen

                           IMMUNITY OF INCORPORATORS,
                      STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 14.1. INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS.  No recourse for
the payment of the principal of or premium,  if any, or interest on any Note, or
for any claim based  thereon or  otherwise in respect  thereof,  and no recourse
under or upon any  obligation,  covenant  or  agreement  of the  Company in this
Indenture or in any  supplemental  indenture  or in any Note,  or because of the
creation  of any  indebtedness  represented  thereby,  shall be had  against any
incorporator,  stockholder, employee, agent, officer, director or subsidiary, as
such, past,  present or future, of the Company or of any successor  corporation,
either directly or through the Company or any successor corporation,  whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise;  it being expressly understood that all such
liability is hereby  expressly  waived and released as a condition  of, and as a
consideration for, the execution of this Indenture and the issue of the Notes.

                                Article Fifteen

                               CONVERSION OF NOTES

Section  15.1.  RIGHT  TO  CONVERT.  Subject  to and  upon  compliance  with the
provisions of this  Indenture,  the Holder of any Note shall have the right,  at
its  option,  at any time after the  original  issuance  of the Notes  hereunder
through the close of business on the final  maturity  date of the Notes  (except
that,  with  respect  to any Note or  portion of a Note that shall be called for
redemption,  such right shall  terminate,  except as  provided in Section  15.2,
Section 3.2 or Section  3.4, at the close of business on the  Business  Day next
preceding the date fixed for redemption of such Note or portion of a Note unless
the Company shall default in payment due upon redemption thereof) to convert the
principal amount of any such Note, or any portion of such principal amount which
is $1,000 or an integral  multiple  thereof,  into that number of fully paid and
non-assessable shares of Common Stock (as such shares shall then be constituted)
obtained  by  dividing  the  principal  amount  of the Note or  portion  thereof
surrendered  for conversion by the  Conversion  Price in effect at such time, by
surrender  of the Note so to be  converted  in  whole  or in part in the  manner
provided,  together with any required  funds, in Section 15.2. A Note in respect
of  which a Holder  is  exercising  its  option  to  require  redemption  upon a
Fundamental  Change pursuant to Section 3.5 may be converted only if such Holder
withdraws its election to exercise in  accordance  with Section 3.5. A Holder of
Notes is not  entitled  to any  rights of a Holder of Common  Stock  until  such
Holder has  converted  his Notes to Common  Stock,  and only to the extent  such
Notes are deemed to have been  converted  to Common  Stock  under  this  Article
Fifteen.

Section  15.2.  EXERCISE OF  CONVERSION  PRIVILEGE;  ISSUANCE OF COMMON STOCK ON
CONVERSION;  NO ADJUSTMENT  FOR INTEREST OR DIVIDENDS.  In order to exercise the
conversion  privilege with respect to any Note in certificated  form, the Holder
of any such Note to be converted in whole or in part shall  surrender such Note,

                                       51
<PAGE>

duly  endorsed,  at an office or agency  maintained  by the Company  pursuant to
Section  5.2,  accompanied  by the funds,  if any,  required by the  penultimate
paragraph of this Section 15.2,  and shall give written  notice of conversion in
the form  provided on the Notes (or such other notice which is acceptable to the
Company) to the office or agency that the Holder  elects to convert such Note or
the portion thereof  specified in said notice.  Such notice shall also state the
name  or  names  (with  address  or  addresses)  in  which  the  certificate  or
certificates  for  shares  of  Common  Stock  which  shall be  issuable  on such
conversion  shall be issued,  and shall be  accompanied  by transfer  taxes,  if
required  pursuant to Section 15.7.  Each such Note  surrendered  for conversion
shall,  unless the shares  issuable on  conversion  are to be issued in the same
name as the registration of such Note, be duly endorsed by, or be accompanied by
instruments  of transfer in form  satisfactory  to the Company duly executed by,
the Holder or his duly authorized attorney.

                  In order to exercise the conversion  privilege with respect to
any interest in a Global Note, the beneficial holder must complete,  or cause to
be completed,  the appropriate  instruction form for conversion  pursuant to the
Depository's  book-entry conversion program,  deliver, or cause to be delivered,
by  book-entry  delivery an interest in such Global  Note,  furnish  appropriate
endorsements and transfer documents if required by the Company or the Trustee or
conversion  agent, and pay the funds, if any,  required by this Section 15.2 and
any transfer taxes if required pursuant to Section 15.7.

                  As  promptly  as  practicable   after   satisfaction   of  the
requirements  for  conversion  set forth above,  subject to compliance  with any
restrictions  on transfer if shares issuable on conversion are to be issued in a
name other than that of the  Noteholder  (as if such transfer were a transfer of
the Note or Notes (or portion  thereof) so  converted),  the Company shall issue
and shall deliver to such  Noteholder at the office or agency  maintained by the
Company for such purpose  pursuant to Section 5.2, a certificate or certificates
for the number of full shares of Common Stock  issuable  upon the  conversion of
such Note or portion thereof as determined by the Company in accordance with the
provisions  of this  Article  Fifteen  and a check  or  cash in  respect  of any
fractional  interest  in respect of a share of Common  Stock  arising  upon such
conversion,  calculated by the Company, as provided in Section 15.3. In case any
Note of a  denomination  greater  than $1,000 shall be  surrendered  for partial
conversion,  and  subject to Section  2.3,  the  Company  shall  execute and the
Trustee shall authenticate and deliver to the Holder of the Note so surrendered,
without  charge to him, a new Note or Notes in  authorized  denominations  in an
aggregate  principal amount equal to the unconverted  portion of the surrendered
Note.

                  Each  conversion  shall be deemed to have been  effected as to
any such Note (or  portion  thereof) on the date on which the  requirements  set
forth above in this Section 15.2 have been satisfied as to such Note (or portion
thereof),  and the  Person in whose name any  certificate  or  certificates  for
shares of Common Stock shall be issuable upon such conversion shall be deemed to
have become on said date the holder of record of the shares represented thereby;
provided,  however,  that any such surrender on any date when the stock transfer
books of the Company shall be closed shall  constitute  the Person in whose name
the  certificates are to be issued as the record holder thereof for all purposes
on the next succeeding day on which such stock transfer books are open, but such
conversion  shall be at the  Conversion  Price in effect on the date upon  which
such Note shall be surrendered.

                                       52
<PAGE>

                  No adjustment in respect of interest on any Note  converted or
dividends on any shares  issued upon  conversion  of such Note will be made upon
any  conversion  except  as set  forth in the next  sentence.  If this  Note (or
portion hereof) is surrendered  for conversion  during the period from the close
of  business  on any record  date for the  payment of  interest  to the close of
business on the Business Day preceding the following  interest  payment date and
either (x) has not been called for  redemption on a redemption  date that occurs
during such period or (y) is not to be redeemed in connection with a Fundamental
Change on a  Repurchase  Date that  occurs  during  such  period,  this Note (or
portion hereof being  converted)  must be accompanied by an amount,  in New York
Clearing  House funds or other funds  acceptable  to the  Company,  equal to the
interest  payable on such interest  payment date on the  principal  amount being
converted;  provided,  however,  that no such payment shall be required if there
shall  exist at the time of  conversion  a default in the payment of interest on
the Notes.

                  Upon the  conversion  of an  interest  in a Global  Note,  the
Trustee (or other conversion  agent appointed by the Company),  or the Custodian
at the  direction  of the Trustee (or other  conversion  agent  appointed by the
Company),  shall make a notation on such Global Note as to the  reduction in the
principal amount  represented  thereby.  The Company shall notify the Trustee in
writing of any conversions of Notes effected  through any conversion agent other
than the Trustee.

Section 15.3. NO ISSUANCE OF FRACTIONAL  SHARES.  No fractional shares of Common
Stock or scrip representing fractional shares shall be issued upon conversion of
Notes.  If more than one Note shall be surrendered for conversion at one time by
the  same  Holder,  the  number  of full  shares  that  shall be  issuable  upon
conversion  shall be computed on the basis of the aggregate  principal amount of
the Notes (or  specified  portions  thereof to the extent  permitted  hereby) so
surrendered.  If any  fractional  share of  stock  would  be  issuable  upon the
conversion of any Note or Notes,  the Company  shall,  at the Company's  option,
make an  adjustment  and payment  therefor in cash at the current  market  price
thereof to the Holder of Notes or the Company will round up the number of shares
issuable upon such  conversion  to the next highest whole number of shares.  The
current  market price of a share of Common  Stock shall be the Closing  Price on
the last  Business  Day  immediately  preceding  the day on which  the Notes (or
specified portions thereof) are deemed to have been converted.

Section 15.4.  CONVERSION  PRICE.  The conversion price shall be as specified in
the form of Note (herein called the  "Conversion  Price")  attached as EXHIBIT A
hereto, subject to adjustment as provided in this Article Fifteen.

Section 15.5.     ADJUSTMENT OF CONVERSION PRICE.  The Conversion Price shall be
adjusted from time to time by the Company as follows:

(ll) In case the Company shall  hereafter pay a dividend or make a  distribution
to all holders of the  outstanding  Common Stock in shares of Common Stock,  the
Conversion  Price  shall be  reduced  so that the same  shall  equal  the  price
determined  by  multiplying  the  Conversion  Price in effect at the  opening of
business  on the  date  following  the  date  fixed  for  the  determination  of
stockholders  entitled  to receive  such  dividend  or other  distribution  by a
fraction,  the  numerator  of which  shall be the number of shares of the Common
Stock  outstanding  at  the  close  of  business  on the  date  fixed  for  such
determination,  and the  denominator of which shall be the sum of such number of

                                       53

<PAGE>

shares  and the total  number  of shares  constituting  such  dividend  or other
distribution,  such reduction to become effective  immediately after the opening
of business on the day following the date fixed for such determination.  For the
purpose of this  paragraph (a), the number of shares of Common Stock at any time
outstanding  shall not include  shares held in the treasury of the Company.  The
Company will not pay any dividend or make any  distribution  on shares of Common
Stock held in the treasury of the Company.  If any dividend or  distribution  of
the type described in this Section  15.5(a) is declared but not so paid or made,
the Conversion  Price shall again be adjusted to the Conversion Price that would
then be in effect if such dividend or distribution had not been declared.

(mm) In case the Company  shall  issue  rights or warrants to all holders of its
outstanding  shares of Common Stock entitling them (for a period expiring within
forty-five  (45) days after the date  fixed for  determination  of  stockholders
entitled to receive such rights or warrants) to subscribe for or purchase shares
of Common  Stock at a price per share less than the Current  Market Price on the
date fixed for determination of stockholders  entitled to receive such rights or
warrants,  the  Conversion  Price shall be adjusted so that the same shall equal
the price determined by multiplying the Conversion  Price in effect  immediately
prior to the date fixed for  determination  of stockholders  entitled to receive
such  rights or  warrants by a  fraction,  the  numerator  of which shall be the
number of shares of Common  Stock  outstanding  at the close of  business on the
date fixed for determination of stockholders  entitled to receive such rights or
warrants  plus the number of shares  that the  aggregate  offering  price of the
total number of shares so offered would  purchase at such Current  Market Price,
and the  denominator  of which  shall be the  number of  shares of Common  Stock
outstanding  on the date fixed for  determination  of  stockholders  entitled to
receive such rights or warrants  plus the total number of  additional  shares of
Common Stock offered for  subscription  or purchase.  Such  adjustment  shall be
successively  made  whenever any such rights or warrants  are issued,  and shall
become effective  immediately after the opening of business on the day following
the date fixed for determination of stockholders entitled to receive such rights
or warrants.  To the extent that shares of Common Stock are not delivered  after
the  expiration  of such  rights or  warrants,  the  Conversion  Price  shall be
readjusted  to the  Conversion  Price  that  would  then  be in  effect  had the
adjustments  made upon the issuance of such rights or warrants  been made on the
basis of  delivery  of only the  number  of  shares  of  Common  Stock  actually
delivered.  In the event that such  rights or  warrants  are not so issued,  the
Conversion  Price shall again be adjusted to be the Conversion  Price that would
then be in effect  if such date  fixed  for the  determination  of  stockholders
entitled to receive such rights or warrants had not been fixed.  In  determining
whether any rights or warrants  entitle the holders to subscribe for or purchase
shares  of  Common  Stock  at  less  than  such  Current  Market  Price,  and in
determining the aggregate  offering price of such shares of Common Stock,  there
shall be taken into account any  consideration  received by the Company for such
rights or warrants and any amount payable on exercise or conversion thereof, the
value of such  consideration,  if other than cash, to be determined by the Board
of Directors.

(nn) In case  outstanding  shares of Common  Stock  shall be  subdivided  into a
greater number of shares of Common Stock,  the Conversion Price in effect at the
opening of business  on the day  following  the day upon which such  subdivision
becomes  effective shall be  proportionately  reduced,  and conversely,  in case
outstanding  shares of Common Stock shall be combined  into a smaller  number of
shares of Common  Stock,  the  Conversion  Price in  effect  at the  opening  of
business  on the day  following  the day upon  which  such  combination  becomes
effective shall be proportionately increased, such reduction or increase, as the
case may be, to become  effective  immediately  after the opening of business on
the day following the day upon which such  subdivision  or  combination  becomes
effective.

                                       54
<PAGE>

(oo) In case the Company  shall,  by dividend or  otherwise,  distribute  to all
holders of its Common Stock shares of any class of capital  stock of the Company
(other than any dividends or  distributions to which Section 15.5(a) applies) or
evidences of its indebtedness or assets (including securities, but excluding any
rights or warrants referred to in Section 15.5(b), and excluding any dividend or
distribution  (x) paid exclusively in cash or (y) referred to in Section 15.5(a)
(any  of  the  foregoing   hereinafter  in  this  Section   15.5(d)  called  the
"Securities")),  then,  in each such case (unless the Company  elects to reserve
such Securities for  distribution to the Noteholders  upon the conversion of the
Notes  so  that  any  such  Holder  converting  Notes  will  receive  upon  such
conversion,  in addition  to the shares of Common  Stock to which such Holder is
entitled,  the amount and kind of such  Securities  which such Holder would have
received if such Holder had  converted  its Notes into Common Stock  immediately
prior to the Record Date (as defined in Section 15.5(h)(4) for such distribution
of the  Securities)),  the  Conversion  Price  shall be reduced so that the same
shall be equal to the price  determined by multiplying  the Conversion  Price in
effect on the Record Date with respect to such  distribution by a fraction,  the
numerator  of which  shall be the Current  Market  Price per share of the Common
Stock on such Record Date less the fair market value (as determined by the Board
of  Directors,  whose  determination  shall be  conclusive,  and  described in a
resolution  of the Board of  Directors) on the Record Date of the portion of the
Securities  so  distributed  applicable  to one  share of  Common  Stock and the
denominator  of which shall be the Current  Market Price per share of the Common
Stock on such Record Date, such reduction to become effective  immediately prior
to the opening of  business on the day  following  such Record  Date;  provided,
however,  that in the event the then fair market value (as so determined) of the
portion of the Securities so distributed applicable to one share of Common Stock
is equal to or greater than the Current  Market Price of the Common Stock on the
Record Date, in lieu of the foregoing  adjustment,  adequate  provision shall be
made so that each Noteholder shall have the right to receive upon conversion the
amount of Securities  such holder would have received had such Holder  converted
each Note on the Record Date. In the event that such dividend or distribution is
not so paid or made,  the  Conversion  Price  shall  again be adjusted to be the
Conversion  Price that would then be in effect if such dividend or  distribution
had not been  declared.  If the Board of  Directors  determines  the fair market
value of any  distribution  for purposes of this Section 15.5(d) by reference to
the actual or when issued trading market for any securities, it must in doing so
consider  the prices in such market over the same period used in  computing  the
Current Market Price of the Common Stock.

                  Rights or warrants  distributed  by the Company to all holders
of Common  Stock  entitling  the holders  thereof to  subscribe  for or purchase
shares  of the  Company's  capital  stock  (either  initially  or under  certain
circumstances),  which rights or warrants,  until the  occurrence of a specified
event or events  ("Trigger  Event"):  (i) are deemed to be transferred with such
shares of Common Stock; (ii) are not immediately exercisable; and (iii) are also
issued in respect of future  issuances of Common  Stock,  shall be deemed not to
have been  distributed  for purposes of this Section 15.5 (and no  adjustment to
the  Conversion  Price  under  this  Section  15.5 will be  required)  until the
occurrence of the earliest  Trigger  Event,  whereupon  such rights and warrants
shall be deemed to have been  distributed and an appropriate  adjustment (if any
is required) to the Conversion  Price shall be made under this Section  15.5(d).

                                       55
<PAGE>

If any such right or warrant,  including  any such  existing  rights or warrants
distributed prior to the date of this Indenture, are subject to events, upon the
occurrence  of which such  rights or  warrants  become  exercisable  to purchase
different  securities,  evidences of indebtedness or other assets, then the date
of the  occurrence  of any and each such event shall be deemed to be the date of
distribution  and record date with  respect to new rights or warrants  with such
rights (and a  termination  or  expiration  of the  existing  rights or warrants
without exercise by any of the holders  thereof).  In addition,  in the event of
any distribution (or deemed distribution) of rights or warrants,  or any Trigger
Event or other event (of the type  described  in the  preceding  sentence)  with
respect  thereto that was counted for  purposes of  calculating  a  distribution
amount for which an adjustment to the  Conversion  Price under this Section 15.5
was made,  (1) in the case of any such  rights or  warrants  that shall all have
been  redeemed or  repurchased  without  exercise by any  holders  thereof,  the
Conversion Price shall be readjusted upon such final redemption or repurchase to
give effect to such distribution or Trigger Event, as the case may be, as though
it were a cash  distribution,  equal to the per share  redemption  or repurchase
price  received  by a holder or  holders of Common  Stock  with  respect to such
rights or warrants  (assuming such holder had retained such rights or warrants),
made to all  holders  of  Common  Stock  as of the  date of such  redemption  or
repurchase,  and (2) in the case of such  rights or  warrants  that  shall  have
expired  or  been  terminated  without  exercise  by any  holders  thereof,  the
Conversion Price shall be readjusted as if such rights and warrants had not been
issued.

                  No adjustment of the  Conversion  Price shall be made pursuant
to this Section  15.5(d) in respect of rights or warrants  distributed or deemed
distributed  on any Trigger Event to the extent that such rights or warrants are
actually distributed, or reserved by the Company for distribution, to Holders of
Notes upon conversion by such Holders of Notes to Common Stock.  For purposes of
this Section 15.5(d) and Sections  15.5(a) and (b), any dividend or distribution
to which this Section  15.5(d) is applicable that also includes shares of Common
Stock, or rights or warrants to subscribe for or purchase shares of Common Stock
(or both),  shall be deemed instead to be (1) a dividend or  distribution of the
evidences  of  indebtedness,  assets or shares of capital  stock other than such
shares of Common Stock or rights or warrants (and any Conversion Price reduction
required by this Section  15.5(d) with respect to such dividend or  distribution
shall then be made)  immediately  followed by (2) a dividend or  distribution of
such  shares  of  Common  Stock or such  rights  or  warrants  (and any  further
Conversion Price reduction  required by Sections 15.5(a) and (b) with respect to
such dividend or distribution shall then be made), except (A) the Record Date of
such dividend or  distribution  shall be  substituted as "the date fixed for the
determination  of  stockholders  entitled  to  receive  such  dividend  or other
distribution", "the date fixed for the determination of stockholders entitled to
receive  such rights or  warrants"  and "the date fixed for such  determination"
within the  meaning of Sections  15.5(a)  and (b),  and (B) any shares of Common
Stock included in such dividend or distribution shall not be deemed "outstanding
at the close of  business on the date fixed for such  determination"  within the
meaning of Section 15.5(a).

(pp) In case the Company  shall,  by dividend or  otherwise,  distribute  to all
holders of its Common Stock cash  (excluding  (x) any quarterly cash dividend on
the Common Stock to the extent the  aggregate  cash dividend per share of Common
Stock in any fiscal  quarter  does not exceed the  greater of (A) the amount per
share of Common  Stock of the next  preceding  quarterly  cash  dividend  on the
Common  Stock to the  extent  that such  preceding  quarterly  dividend  did not
require any adjustment of the Conversion  Price pursuant to this Section 15.5(e)

                                       56
<PAGE>

(as adjusted to reflect subdivisions,  or combinations of the Common Stock), and
(B) 3.75% of the  arithmetic  average of the Closing  Price  (determined  as set
forth in  Section  15.5(h))  during  the ten (10)  Trading  Days (as  defined in
Section 15.5(h))  immediately prior to the date of declaration of such dividend,
and (y) any  dividend  or  distribution  in  connection  with  the  liquidation,
dissolution  or winding up of the Company,  whether  voluntary or  involuntary),
then, in such case, the Conversion Price shall be reduced so that the same shall
equal  the  price  determined  by  multiplying  the  Conversion  Price in effect
immediately  prior to the close of  business  on such record date by a fraction,
the numerator of which shall be the Current  Market Price of the Common Stock on
the record  date less the amount of cash so  distributed  (and not  excluded  as
provided above)  applicable to one share of Common Stock, and the denominator of
which shall be such Current Market Price of the Common Stock,  such reduction to
be effective  immediately  prior to the opening of business on the day following
the record date; provided, however, that in the event the portion of the cash so
distributed  applicable to one share of Common Stock is equal to or greater than
the Current  Market Price of the Common Stock on the record date, in lieu of the
foregoing  adjustment,  adequate provision shall be made so that each Noteholder
shall have the right to receive upon  conversion  the amount of cash such Holder
would have received had such Holder  converted  each Note on the record date. In
the  event  that  such  dividend  or  distribution  is not so paid or made,  the
Conversion  Price shall again be adjusted to be the Conversion  Price that would
then be in effect if such dividend or distribution had not been declared. If any
adjustment  is  required  to be made as set forth in this  Section  15.5(e) as a
result of a distribution that is a quarterly dividend,  such adjustment shall be
based  upon the  amount by which  such  distribution  exceeds  the amount of the
quarterly  cash  dividend  permitted  to  be  excluded  pursuant  hereto.  If an
adjustment is required to be made as set forth in this Section  15.5(e) above as
a result of a distribution  that is not a quarterly  dividend,  such  adjustment
shall be based upon the full amount of the distribution.

(qq) In case a tender or exchange  offer made by the  Company or any  Subsidiary
for all or any  portion  of the Common  Stock  shall  expire and such  tender or
exchange  offer (as  amended  upon the  expiration  thereof)  shall  require the
payment to stockholders of consideration per share of Common Stock having a fair
market value (as determined by the Board of Directors, whose determination shall
be conclusive  and described in a resolution of the Board of Directors)  that as
of the last  time (the  "Expiration  Time")  tenders  or  exchanges  may be made
pursuant  to such tender or  exchange  offer (as it may be amended)  exceeds the
Current Market Price of the Common Stock on the Trading Day next  succeeding the
Expiration  Time, the  Conversion  Price shall be reduced so that the same shall
equal  the  price  determined  by  multiplying  the  Conversion  Price in effect
immediately  prior to the  Expiration  Time by a fraction the numerator of which
shall be the  number  of  shares  of Common  Stock  outstanding  (including  any
tendered or exchanged  shares) at the Expiration  Time multiplied by the Current
Market  Price  of the  Common  Stock on the  Trading  Day  next  succeeding  the
Expiration  Time and the  denominator  of which shall be the sum of (x) the fair
market value (determined as aforesaid) of the aggregate consideration payable to
stockholders  based on the acceptance (up to any maximum  specified in the terms
of the tender or exchange offer) of all shares validly tendered or exchanged and
not withdrawn as of the  Expiration  Time (the shares deemed so accepted,  up to
any such  maximum,  being  referred to as the  "Purchased  Shares")  and (y) the
product of the number of shares of Common Stock  outstanding (less any Purchased
Shares) at the Expiration  Time and the Current Market Price of the Common Stock
on the Trading Day next succeeding the Expiration Time, such reduction to become
effective  immediately  prior to the  opening of  business  on the  Trading  Day

                                       57
<PAGE>

following  the  Expiration  Time.  In the event that the Company is obligated to
purchase shares  pursuant to any such tender or exchange offer,  but the Company
is permanently  prevented by applicable law from effecting any such purchases or
all such purchases are rescinded,  the Conversion  Price shall again be adjusted
to be the  Conversion  Price  that  would  then be in effect  if such  tender or
exchange offer had not been made.

(rr) In case of a tender  or  exchange  offer  made by a Person  other  than the
Company or any Subsidiary  for an amount that increases the offeror's  ownership
of Common  Stock to more than  twenty-five  percent  (25%) of the  Common  Stock
outstanding  and shall involve the payment by such Person of  consideration  per
share of Common Stock having a fair market value (as  determined by the Board of
Directors,   whose  determination  shall  be  conclusive,  and  described  in  a
resolution  of the Board of  Directors)  that as of the last  time  (the  "Offer
Expiration  Time")  tenders or exchanges  may be made pursuant to such tender or
exchange  offer (as it shall have been amended) that exceeds the Current  Market
Price  of the  Common  Stock  on the  Trading  Day  next  succeeding  the  Offer
Expiration  Time,  and in which,  as of the Offer  Expiration  Time the Board of
Directors is not recommending rejection of the offer, the Conversion Price shall
be reduced so that the same shall equal the price  determined by multiplying the
Conversion Price in effect  immediately  prior to the Offer Expiration Time by a
fraction  the  numerator  of which shall be the number of shares of Common Stock
outstanding (including any tendered or exchanged shares) at the Offer Expiration
Time  multiplied by the Current  Market Price of the Common Stock on the Trading
Day next succeeding the Offer Expiration Time and the denominator of which shall
be the sum of (x)  the  fair  market  value  (determined  as  aforesaid)  of the
aggregate  consideration  payable to stockholders based on the acceptance (up to
any  maximum  specified  in the terms of the  tender or  exchange  offer) of all
shares  validly  tendered  or  exchanged  and  not  withdrawn  as of  the  Offer
Expiration  Time (the shares deemed so accepted,  up to any such maximum,  being
referred  to as the  "Accepted  Purchased  Shares")  and (y) the  product of the
number of  shares  of Common  Stock  outstanding  (less any  Accepted  Purchased
Shares) at the Offer  Expiration Time and the Current Market Price of the Common
Stock on the  Trading  Day next  succeeding  the  Offer  Expiration  Time,  such
reduction to become  effective  immediately  prior to the opening of business on
the Trading Day  following  the Offer  Expiration  Time.  In the event that such
Person is obligated to purchase  shares  pursuant to any such tender or exchange
offer, but such Person is permanently prevented by applicable law from effecting
any such  purchases or all such purchases are  rescinded,  the Conversion  Price
shall again be adjusted to be the Conversion  Price that would then be in effect
if such  tender  or  exchange  offer  had not  been  made.  Notwithstanding  the
foregoing,  the adjustment  described in this Section  15.5(g) shall not be made
if, as of the Offer Expiration Time, the offering documents with respect to such
offer  disclose  a plan or  intention  to cause  the  Company  to  engage in any
transaction described in Article Twelve.

(ss)     For purposes of this Section 15.5, the following terms shall have the
meaning indicated:

(1)  "Closing  Price"  with  respect to any  security on any day shall mean the
closing  sale  price,  regular  way,  on such day or, in case no such sale takes
place on such day,  the average of the  reported  closing bid and asked  prices,
regular  way, in each case as quoted on the Nasdaq  National  Market or, if such
security is not quoted or listed or admitted to trading on such Nasdaq  National
Market,  on the principal  national  securities  exchange or quotation system on

                                       58
<PAGE>

which such security is quoted or listed or admitted to trading or, if not quoted
or  listed or  admitted  to  trading  on any  national  securities  exchange  or
quotation  system,  the  average  of the  closing  bid and asked  prices of such
security  on the  over-the-counter  market on the day in question as reported by
the National  Quotation Bureau  Incorporated,  or a similar  generally  accepted
reporting  service,  or if not so available,  in such manner as furnished by any
New York Stock  Exchange  member firm selected from time to time by the Board of
Directors for that purpose,  or a price determined in good faith by the Board of
Directors.

(2) "Current  Market Price" shall mean the average of the daily Closing  Prices
per share of Common Stock for the ten consecutive Trading Days immediately prior
to the date in question.

(3) "Fair Market Value" shall mean the amount which a willing buyer would pay a
willing seller in an arm's-length transaction.

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

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

(tt) The  Company  may (but is not  obligated  to) make such  reductions  in the
Conversion Price, in addition to those required by Sections  15.5(a),  (b), (c),
(d),  (e),  (f) or (g) as the Board of  Directors  considers  to be advisable to
avoid or  diminish  any  income  tax to  holders  of  Common  Stock or rights to
purchase  Common Stock  resulting from any dividend or distribution of stock (or
rights to  acquire  stock)  or from any event  treated  as such for  income  tax
purposes.

                  To the extent  permitted by  applicable  law, the Company from
time to time may (but is not  obligated to) reduce the  Conversion  Price by any
amount for any period of time if the period is at least  twenty  (20) days,  the
reduction is irrevocable during the period and the Board of Directors shall have
made a  determination  that such reduction would be in the best interests of the
Company, which determination shall be conclusive.  Whenever the Conversion Price
is reduced pursuant to the preceding sentence, the Company shall mail to Holders
of  record of the Notes a notice of the  reduction  at least  fifteen  (15) days
prior to the date the reduced  Conversion  Price takes  effect,  and such notice
shall state the reduced  Conversion Price and the period during which it will be
in effect.


                                       59
<PAGE>

(uu) No  adjustment  in the  Conversion  Price  shall be  required  unless  such
adjustment would require an increase or decrease of at least one percent (1%) in
such  price;  provided,  however,  that any  adjustments  that by reason of this
Section  15.5(j) are not required to be made shall be carried  forward and taken
into account in any subsequent  adjustment.  All calculations under this Article
Fifteen shall be made by the Company and shall be made to the nearest cent or to
the nearest  one-hundredth (1/100) of a share, as the case may be. No adjustment
need be made for rights to purchase  Common Stock pursuant to a Company plan for
reinvestment  of  dividends  or  interest.   To  the  extent  the  Notes  become
convertible into cash, assets,  property or securities (other than capital stock
of the Company),  no adjustment need be made thereafter as to the cash,  assets,
property or such securities. Interest will not accrue on the cash.

(vv) Whenever the Conversion Price is adjusted as herein  provided,  the Company
shall  promptly  file with the Trustee and any  conversion  agent other than the
Trustee an Officer's  Certificate  setting forth the Conversion Price after such
adjustment  and setting  forth a brief  statement  of the facts  requiring  such
adjustment.  Unless and until a  Responsible  Officer of the Trustee  shall have
received  such  Officer's  Certificate,  the Trustee shall not be deemed to have
knowledge of any adjustment of the Conversion Price and may assume that the last
Conversion  Price of which it has knowledge is still in effect.  Promptly  after
delivery  of such  certificate,  the  Company  shall  prepare  a notice  of such
adjustment of the Conversion  Price setting forth the adjusted  Conversion Price
and the date on which  each  adjustment  becomes  effective  and shall mail such
notice of such adjustment of the Conversion  Price to the Holder of each Note at
his last address  appearing on the Note Register  provided for in Section 2.5 of
this  Indenture,  within twenty (20) days after  execution  thereof.  Failure to
deliver  such  notice  shall not affect the  legality  or  validity  of any such
adjustment.

(ww) In any case in which this Section 15.5 provides  that an  adjustment  shall
become  effective  immediately  after (1) a record  date or  Record  Date for an
event,  (2) the date fixed for the  determination  of  stockholders  entitled to
receive a dividend or distribution pursuant to Section 15.5(a), (3) a date fixed
for the  determination  of  stockholders  entitled to receive rights or warrants
pursuant to Section 15.5(b),  (4) the Expiration Time for any tender or exchange
offer pursuant to Section 15.5(f), or (5) the Offer Expiration Time for a tender
or exchange offer pursuant to Section 15.5(g) (each a "Determination Date"), the
Company may elect to defer until the occurrence of the relevant Adjustment Event
(as  hereinafter  defined) (x) issuing to the Holder of any Note converted after
such  Determination Date and before the occurrence of such Adjustment Event, the
additional  shares  of  Common  Stock or other  securities  issuable  upon  such
conversion by reason of the adjustment  required by such  Adjustment  Event over
and above the Common Stock issuable upon such conversion before giving effect to
such  adjustment and (y) paying to such Holder any amount in cash in lieu of any
fraction  pursuant to Section 15.3.  For purposes of this Section  15.5(l),  the
term "Adjustment Event" shall mean:

(1)      in any case referred to in clause (1) hereof, the occurrence of such
event,

(2)      in any case referred to in clause (2) hereof, the date any such
dividend or distribution is paid or made,

                                       60
<PAGE>

(3)      in any case referred to in clause (3) hereof, the date of expiration of
such rights or warrants, and

(4)      in any case referred to in clause (4) or clause (5) hereof,  the date a
         sale or  exchange of Common  Stock  pursuant to such tender or exchange
         offer is consummated and becomes irrevocable.

(xx) For purposes of this Section 15.5,  the number of shares of Common Stock at
any time  outstanding  shall not  include  shares  held in the  treasury  of the
Company  but shall  include  shares  issuable  in respect of scrip  certificates
issued in lieu of fractions of shares of Common Stock.  The Company will not pay
any  dividend  or make any  distribution  on shares of Common  Stock held in the
treasury of the Company.

Section 15.6. EFFECT OF RECLASSIFICATION,  CONSOLIDATION, MERGER OR SALE. If any
of the following events occur, namely (i) any  reclassification or change of the
outstanding  shares of Common Stock (other than a subdivision  or combination to
which Section 15.5(c) applies), (ii) any consolidation, merger or combination of
the Company  with  another  Person as a result of which  holders of Common Stock
shall be entitled to receive stock, other securities or other property or assets
(including  cash) with respect to or in exchange for such Common Stock, or (iii)
any sale or conveyance of all or substantially  all of the properties and assets
of the Company to any other Person as a result of which  holders of Common Stock
shall be entitled to receive stock, other securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock,  then the
Company or the successor or purchasing Person, as the case may be, shall execute
with the Trustee a  supplemental  indenture  (which  shall comply with the Trust
Indenture  Act as in  force  at the  date  of  execution  of  such  supplemental
indenture)  providing  that such  Note  shall be  convertible  into the kind and
amount  of  shares  of  stock,  other  securities  or other  property  or assets
(including cash) receivable upon such reclassification,  change,  consolidation,
merger,  combination,  sale or  conveyance  by a holder of a number of shares of
Common  Stock  issuable  upon  conversion  of such  Notes  (assuming,  for  such
purposes, a sufficient number of authorized shares of Common Stock are available
to convert all such Notes) immediately prior to such  reclassification,  change,
consolidation,  merger, combination,  sale or conveyance assuming such holder of
Common Stock did not exercise his rights of election,  if any, as to the kind or
amount of stock,  other securities or other property or assets  (including cash)
receivable   upon  such   reclassification,   change,   consolidation,   merger,
combination,  sale or conveyance (provided that, if the kind or amount of stock,
other  securities or other property or assets  (including  cash) receivable upon
such  reclassification,  change,  consolidation,  merger,  combination,  sale or
conveyance  is not the same for each  share of Common  Stock in respect of which
such rights of election  shall not have been exercised  ("non-electing  share"),
then for the purposes of this  Section 15.6 the kind and amount of stock,  other
securities or other property or assets  (including  cash)  receivable  upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
for each  non-electing  share  shall be  deemed  to be the  kind and  amount  so
receivable  per  share  by  a  plurality  of  the  non-electing   shares).  Such
supplemental  indenture shall provide for  adjustments  which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
Fifteen.

                                       61
<PAGE>

                  The  Company  shall  cause  notice  of the  execution  of such
supplemental  indenture  to be mailed to each  Holder of Notes,  at its  address
appearing on the Note  Register  provided for in Section 2.5 of this  Indenture,
within twenty (20) days after execution thereof.  Failure to deliver such notice
shall not affect the legality or validity of such supplemental indenture.

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

                  If this  Section  15.6  applies  to any  event or  occurrence,
Section 15.5 shall not apply.

Section  15.7.  TAXES ON  SHARES  ISSUED.  The  issue of stock  certificates  on
conversions of Notes shall be made without  charge to the converting  Noteholder
for any tax in respect of the issue thereof.  The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and  delivery of stock in any name other than that of the Holder of
any Note  converted,  and the Company  shall not be required to issue or deliver
any such stock certificate unless and until the Person or Persons requesting the
issue  thereof  shall have paid to the  Company  the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

Section 15.8.  RESERVATION OF SHARES;  SHARES TO BE FULLY PAID;  COMPLIANCE WITH
GOVERNMENTAL  REQUIREMENTS;  LISTING OF COMMON STOCK. The Company shall provide,
free from preemptive rights, out of its authorized but unissued shares or shares
held  in  treasury,  sufficient  shares  of  Common  Stock  to  provide  for the
conversion  of the Notes  from  time to time as such  Notes  are  presented  for
conversion.

                  Before  taking  any action  which  would  cause an  adjustment
reducing the Conversion Price below the then par value, if any, of the shares of
Common Stock  issuable upon  conversion of the Notes,  the Company will take all
corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally  issue  shares of such Common  Stock at
such adjusted Conversion Price.

                  The Company  covenants  that all shares of Common  Stock which
may be  issued  upon  conversion  of Notes  will  upon  issue be fully  paid and
non-assessable  by the Company and free from all taxes,  liens and charges  with
respect to the issue thereof.

                  The Company further  covenants that, if at any time the Common
Stock  shall be  listed on the  Nasdaq  National  Market  or any other  national
securities  exchange  or  automated  quotation  system,  the  Company  will,  if
permitted by the rules of such exchange or automated  quotation system, list and
keep listed,  so long as the Common Stock shall be so listed on such exchange or
automated  quotation  system,  all Common Stock issuable upon  conversion of the
Note;  provided,  however,  that,  if the rules of such  exchange  or  automated
quotation  system  permit the Company to defer the listing of such Common  Stock
until the first conversion of the Notes into Common Stock in accordance with the
provisions of this  Indenture,  the Company  covenants to list such Common Stock
issuable upon  conversion of the Notes in accordance  with the  requirements  of
such exchange or automated quotation system at such time.

                                       62
<PAGE>


Section 15.9.  RESPONSIBILITY  OF TRUSTEE.  The Trustee and any other conversion
agent shall not at any time be under any duty or responsibility to any Holder of
Notes to  determine  the  Conversion  Price or whether any facts exist which may
require any adjustment of the Conversion Price, or with respect to the nature or
extent or calculation of any such  adjustment  when made, or with respect to the
method  employed,  or herein or in any  supplemental  indenture  provided  to be
employed,  in making the same. The Trustee and any other  conversion agent shall
not be accountable with respect to the validity or value (or the kind or amount)
of any shares of Common Stock,  or of any  securities or property,  which may at
any time be issued or delivered upon the conversion of any Note; and the Trustee
and any other  conversion  agent make no  representations  with respect thereto.
Neither the  Trustee  nor any  conversion  agent  shall be  responsible  for any
failure of the Company to issue,  transfer or deliver any shares of Common Stock
or stock certificates or other securities or property or cash upon the surrender
of any Note for the purpose of  conversion  or to comply with any of the duties,
responsibilities  or covenants of the Company contained in this Article Fifteen.
Without  limiting the generality of the  foregoing,  neither the Trustee nor any
conversion agent shall be under any  responsibility to determine the correctness
of any provisions contained in any supplemental  indenture entered into pursuant
to  Section  15.6  relating  either  to the kind or amount of shares of stock or
securities  or property  (including  cash)  receivable by  Noteholders  upon the
conversion of their Notes after any event referred to in such Section 15.6 or to
any adjustment to be made with respect  thereto,  but, subject to the provisions
of Section 8.1, may accept as conclusive evidence of the correctness of any such
provisions,  and shall be protected in relying upon,  the Officer's  Certificate
(which the Company  shall be  obligated  to file with the  Trustee  prior to the
execution of any such supplemental indenture) with respect thereto.

Section 15.10.    NOTICE TO HOLDERS PRIOR TO CERTAIN ACTIONS.  In case:

(yy) the Company  shall  declare a dividend (or any other  distribution)  on its
Common Stock that would require an adjustment in the  Conversion  Price pursuant
to Section 15.5; or

(zz)  the  Company  shall  authorize  the  granting  to  the  holders  of all or
substantially  all of its Common Stock of rights or warrants to subscribe for or
purchase  any share of any class or any other  rights or warrants at a price per
share less than the Current Market Price; or

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

(bbb)    of the voluntary or involuntary dissolution, liquidation or winding up
of the Company or any Significant Subsidiary;

                                       63
<PAGE>

the  Company  shall  cause to be filed with the Trustee and to be mailed to each
Holder of Notes at his address  appearing on the Note  Register  provided for in
Section 2.5 of this Indenture, as promptly as possible but in any event at least
ten (10) days  prior to the  applicable  date  hereinafter  specified,  a notice
stating  (x) the date on which a record is to be taken for the  purpose  of such
dividend,  distribution  or  rights  or  warrants,  or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend,  distribution or rights are to be determined,  or (y) the date
on  which  such   reclassification,   consolidation,   merger,  sale,  transfer,
dissolution, liquidation or winding up is expected to become effective or occur,
and the date as of which it is expected  that  holders of Common Stock of record
shall be  entitled  to  exchange  their  Common  Stock for  securities  or other
property deliverable upon such  reclassification,  consolidation,  merger, sale,
transfer,  dissolution,  liquidation or winding up. Failure to give such notice,
or any defect  therein,  shall not  affect  the  legality  or  validity  of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.

                                Article Sixteen

                            MISCELLANEOUS PROVISIONS

Section 16.1.  PROVISIONS  BINDING ON COMPANY'S  SUCCESSORS.  All the covenants,
stipulations, promises and agreements by the Company contained in this Indenture
shall bind its successors and assigns whether so expressed or not.

Section 16.2. OFFICIAL ACTS BY SUCCESSOR  CORPORATION.  Any act or proceeding by
any provision of this  Indenture  authorized or required to be done or performed
by any board,  committee  or officer  of the  Company  shall and may be done and
performed with like force and effect by the like board,  committee or officer of
any Person that shall at the time be the lawful sole successor of the Company.

Section  16.3.  ADDRESSES  FOR  NOTICES,  ETC. Any notice or demand which by any
provision  of this  Indenture  is required or permitted to be given or served by
the Trustee or by the  Holders of Notes on the  Company  shall be deemed to have
been sufficiently  given or made, for all purposes,  if given or served by being
deposited,  postage  prepaid,  with an  overnight  courier or by  registered  or
certified mail in a post office letter box addressed  (until another  address is
filed by the  Company  with the  Trustee) to  SpectraSite  Holdings,  Inc.,  100
Regency  Forest  Drive,  Suite  400,  Cary,  North  Carolina  27511,  Attention:
Treasurer.  Any notice,  direction,  request or demand  hereunder to or upon the
Trustee shall be deemed given only when  received and, for all purposes,  may be
deposited,  postage  prepaid,  with an  overnight  courier or by  registered  or
certified  mail in a post office  letter box  addressed to the  Corporate  Trust
Office,  which  office  is,  at the date as of which  this  Indenture  is dated,
located at 114 West 47th  Street,  25th Floor,  New York,  New York  10036-1532,
Attention:  Corporate Trust Administration  (SpectraSite Holdings,  Inc., 6 3/4%
Senior Convertible Notes due 2010).

                  The  Trustee,   by  notice  to  the  Company,   may  designate
additional or different addresses for subsequent notices or communications.

                                       64
<PAGE>

                  Any notice or  communication  mailed to a Noteholder  shall be
mailed to him by first class mail, postage prepaid, at his address as it appears
on the Note Register and shall be sufficiently  given to him if so mailed within
the time prescribed.

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

Section 16.4.  GOVERNING LAW. This Indenture and each Note shall be deemed to be
a contract  made under the laws of the State of New York,  and for all  purposes
shall be construed in accordance with the laws of the State of New York, without
regard to the conflict of laws provisions thereof.

Section 16.5. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT;  CERTIFICATES TO
TRUSTEE.  Upon any  application  or demand by the Company to the Trustee to take
any action under any of the  provisions  of this  Indenture,  the Company  shall
furnish to the Trustee an  Officer's  Certificate  stating  that all  conditions
precedent,  if any,  provided  for in this  Indenture  relating to the  proposed
action have been complied with,  and an Opinion of Counsel  stating that, in the
opinion of such counsel,  all such conditions precedent have been complied with.
Each  certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant  provided for in
this  Indenture  shall  include:  (1) a  statement  that the person  making such
certificate  or  opinion  has  read  such  covenant  or  condition;  (2) a brief
statement as to the nature and scope of the  examination or  investigation  upon
which the  statement  or opinion  contained  in such  certificate  or opinion is
based;  (3) a statement  that,  in the opinion of such person,  he has made such
examination  or  investigation  as is  necessary  to enable  him to  express  an
informed  opinion as to  whether  or not such  covenant  or  condition  has been
complied  with; and (4) a statement as to whether or not, in the opinion of such
person,  such condition or covenant has been complied with.  United States Trust
Company of New York hereby  accepts the trusts in this  Indenture  declared  and
provided, upon the terms and conditions herein set forth.

Section  16.6.  LEGAL  HOLIDAYS.  In any case in which the date of  maturity  of
interest on or  principal of the Notes or the date fixed for  redemption  of any
Note will not be a Business  Day,  then payment of such interest on or principal
of the  Notes  need  not be  made  on such  date,  but  may be made on the  next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption,  and no interest shall accrue for the
period from and after such date.

Section 16.7. TRUST INDENTURE ACT. This Indenture is hereby made subject to, and
shall be governed by, the  provisions of the Trust  Indenture Act required to be
part of and to  govern  indentures  qualified  under the  Trust  Indenture  Act;
provided,  however, that, unless otherwise required by law,  notwithstanding the
foregoing, this Indenture and the Notes issued hereunder shall not be subject to
the provisions of subsections  (a)(1),  (a)(2), and (a)(3) of Section 314 of the
Trust  Indenture  Act as now in  effect or as  hereafter  amended  or  modified;
provided  further that this Section 16.7 shall not require this Indenture or the
Trustee to be  qualified  under the Trust  Indenture  Act prior to the time such
qualification  is in fact required  under the terms of the Trust  Indenture Act,
nor shall it  constitute  any  admission or  acknowledgment  by any party to the
Indenture  that any  such  qualification  is  required  prior  to the time  such
qualification is in fact required under the terms of the Trust Indenture Act. If
any  provision  hereof  limits,  qualifies or conflicts  with another  provision
hereof  which is required to be included  in an  indenture  qualified  under the
Trust Indenture Act, such required provision shall control.

                                       65
<PAGE>

Section 16.8. NO SECURITY INTEREST CREATED.  Nothing in this Indenture or in the
Notes,  expressed  or  implied,  shall be  construed  to  constitute  a security
interest under the Uniform  Commercial  Code or similar  legislation,  as now or
hereafter  enacted and in effect,  in any  jurisdiction in which property of the
Company or its subsidiaries is located.

Section 16.9. BENEFITS OF INDENTURE.  Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto, any
paying agent, any authenticating  agent, any Note Registrar and their successors
hereunder and the Holders of Notes, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

Section 16.10. TABLE OF CONTENTS,  HEADINGS,  ETC. The table of contents and the
titles and headings of the articles  and  Sections of this  Indenture  have been
inserted for  convenience  of reference  only,  are not to be  considered a part
hereof,  and shall in no way modify or restrict  any of the terms or  provisions
hereof.

Section 16.11.  AUTHENTICATING  AGENT. The Trustee may appoint an authenticating
agent  that  shall  be  authorized  to act on its  behalf,  and  subject  to its
direction,  in the  authentication  and delivery of Notes in connection with the
original  issuance  thereof and  transfers  and  exchanges  of Notes  hereunder,
including  under  Sections  2.4,  2.5,  2.6,  2.7,  3.3 and 3.5, as fully to all
intents  and  purposes  as though the  authenticating  agent had been  expressly
authorized by this  Indenture  and those  Sections to  authenticate  and deliver
Notes. For all purposes of this Indenture,  the  authentication  and delivery of
Notes by the  authenticating  agent  shall be  deemed to be  authentication  and
delivery of such Notes "by the  Trustee"  and a  certificate  of  authentication
executed on behalf of the Trustee by an authenticating  agent shall be deemed to
satisfy any requirement  hereunder or in the Notes for the Trustee's certificate
of  authentication.  Such  authenticating  agent  shall at all times be a Person
eligible to serve as trustee hereunder pursuant to Section 8.9.

                  Any  corporation  into which any  authenticating  agent may be
merged or converted  or with which it may be  consolidated,  or any  corporation
resulting   from  any  merger,   consolidation   or   conversion  to  which  any
authenticating  agent shall be a party,  or any  corporation  succeeding  to the
corporate trust business of any authenticating  agent, shall be the successor of
the authenticating agent hereunder,  if such successor  corporation is otherwise
eligible under this Section 16.11,  without the execution or filing of any paper
or any further act on the part of the parties hereto or the authenticating agent
or such successor corporation.

                  Any  authenticating  agent  may at any time  resign  by giving
written notice of resignation to the Trustee and to the Company. The Trustee may
at any time terminate the agency of any  authenticating  agent by giving written
notice of  termination  to such  authenticating  agent and to the Company.  Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time any authenticating agent shall cease to be eligible under this Section,

                                       66
<PAGE>

the Trustee shall either promptly  appoint a successor  authenticating  agent or
itself  assume the duties and  obligations  of the former  authenticating  agent
under this  Indenture and, upon such  appointment of a successor  authenticating
agent,  if made,  shall give written  notice of such  appointment of a successor
authenticating agent to the Company and shall mail notice of such appointment of
a  successor  authenticating  agent to all  Holders  of Notes as the  names  and
addresses of such Holders appear on the Note Register. The Company agrees to pay
to the authenticating  agent from time to time such reasonable  compensation for
its  services  as shall be agreed  upon in writing  between  the Company and the
authenticating  agent.  The  provisions  of Sections 8.2, 8.3, 8.4, 9.3 and this
Section 16.11 shall be applicable to any authenticating agent.

Section 16.12.    EXECUTION IN COUNTERPARTS.  This Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

Section 16.13.  SEVERABILITY.  In case any provision in this Indenture or in the
Notes shall be invalid, illegal or unenforceable,  then (to the extent permitted
by law) the validity,  legality and  enforceability of the remaining  provisions
shall not in any way be affected or impaired thereby.

                                       67

<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Indenture to be duly executed.

                                   SPECTRASITE HOLDINGS, INC.


                                   By: /s/ David P. Tomick
                                      ----------------------------
                                      Name: David P. Tomick
                                      Title:Executive Vice President and
                                            Chief Financial Officer


                                   UNITED STATES TRUST COMPANY OF NEW YORK,
                                   as Trustee


                                   By: /s/ Annette L. Kos
                                      -----------------------------
                                      Name: Annette L. Kos
                                      Title:Assistant Vice President

<PAGE>




                                    EXHIBIT A

                  For Global Note only:  UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED  REPRESENTATIVE  OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET,
NEW YORK,  NEW YORK)  (THE  "DEPOSITARY",  WHICH  TERM  INCLUDES  ANY  SUCCESSOR
DEPOSITARY FOR THE CERTIFICATES) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME  OF  CEDE & CO.  OR IN  SUCH  OTHER  NAME  AS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF THE DEPOSITARY  (AND ANY PAYMENT HEREIN IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL  INASMUCH AS THE  REGISTERED  OWNER HEREOF,  CEDE &
CO., HAS AN INTEREST HEREIN.

                  THE NOTE EVIDENCED  HEREBY HAS NOT BEEN  REGISTERED  UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"), OR ANY
STATE SECURITIES LAWS, AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED  STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.  PERSONS  EXCEPT AS
SET FORTH IN THE FOLLOWING  SENTENCE.  BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED  INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A  UNDER  THE  SECURITIES  ACT)  OR  (B) IT IS AN  INSTITUTIONAL  "ACCREDITED
INVESTOR" (AS DEFINED IN RULE  501(A)(1),  (2), (3) OR (7) UNDER THE  SECURITIES
ACT) ("INSTITUTIONAL  ACCREDITED INVESTOR");  (2) AGREES THAT IT WILL NOT, PRIOR
TO EXPIRATION OF THE HOLDING  PERIOD  APPLICABLE TO SALES OF THE NOTE  EVIDENCED
HEREBY UNDER RULE 144(K) (OR ANY SUCCESSOR  PROVISION) UNDER THE SECURITIES ACT,
RESELL OR  OTHERWISE  TRANSFER  THE NOTE  EVIDENCED  HEREBY OR THE COMMON  STOCK
ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO SPECTRASITE  HOLDINGS,  INC.
OR  ANY  SUBSIDIARY  THEREOF,  (B)  INSIDE  THE  UNITED  STATES  TO A  QUALIFIED
INSTITUTIONAL  BUYER IN COMPLIANCE  WITH RULE 144A UNDER THE SECURITIES ACT, (C)
INSIDE THE UNITED STATES TO AN INSTITUTIONAL  ACCREDITED INVESTOR THAT, PRIOR TO
SUCH TRANSFER,  FURNISHES TO UNITED STATES TRUST COMPANY OF NEW YORK, AS TRUSTEE
(OR A SUCCESSOR  TRUSTEE,  AS APPLICABLE),  A SIGNED LETTER  CONTAINING  CERTAIN
REPRESENTATIONS  AND AGREEMENTS  RELATING TO THE RESTRICTIONS ON TRANSFER OF THE
NOTE  EVIDENCED  HEREBY  (THE FORM OF WHICH  LETTER  CAN BE  OBTAINED  FROM SUCH
TRUSTEE OR A SUCCESSOR TRUSTEE, AS APPLICABLE), (D) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION
FROM  REGISTRATION  PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
OR (F) PURSUANT TO A REGISTRATION  STATEMENT  WHICH HAS BEEN DECLARED  EFFECTIVE
UNDER THE  SECURITIES  ACT (AND WHICH  CONTINUES  TO BE EFFECTIVE AT THE TIME OF
SUCH TRANSFER);  (3) PRIOR TO SUCH TRANSFER  (OTHER THAN A TRANSFER  PURSUANT TO
CLAUSE  (2)(F)  ABOVE),  IT WILL FURNISH TO UNITED  STATES TRUST  COMPANY OF NEW

                                      A-1
<PAGE>

YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE),  SUCH  CERTIFICATIONS,
LEGAL OPINIONS OR OTHER  INFORMATION  AS THE TRUSTEE MAY  REASONABLY  REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION  FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT;
AND (4) AGREES THAT IT WILL  DELIVER TO EACH  PERSON TO WHOM THE NOTE  EVIDENCED
HEREBY IS TRANSFERRED A NOTICE  SUBSTANTIALLY  TO THE EFFECT OF THIS LEGEND.  IN
CONNECTION  WITH  ANY  TRANSFER  OF  THE  NOTE  EVIDENCED  HEREBY  PRIOR  TO THE
EXPIRATION  OF THE  HOLDING  PERIOD  APPLICABLE  TO SALES OF THE NOTE  EVIDENCED
HEREBY UNDER RULE 144(K) (OR ANY SUCCESSOR  PROVISION) UNDER THE SECURITIES ACT,
THE  HOLDER  MUST  CHECK THE  APPROPRIATE  BOX SET FORTH ON THE  REVERSE  HEREOF
RELATING TO THE MANNER OF SUCH  TRANSFER AND SUBMIT THIS  CERTIFICATE  TO UNITED
STATES  TRUST  COMPANY  OF NEW YORK,  AS TRUSTEE  (OR A  SUCCESSOR  TRUSTEE,  AS
APPLICABLE).  IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR
OR IS A  PURCHASER  WHO IS NOT A U.S.  PERSON,  THE HOLDER  MUST,  PRIOR TO SUCH
TRANSFER,  FURNISH TO UNITED  STATES TRUST COMPANY OF NEW YORK, AS TRUSTEE (OR A
SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS,  LEGAL OPINIONS OR OTHER
INFORMATION AS SUCH TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER
IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
UPON THE EARLIER OF THE TRANSFER OF THE NOTE EVIDENCED HEREBY PURSUANT TO CLAUSE
(2)(F) ABOVE OR UPON ANY TRANSFER OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(K)
(OR ANY SUCCESSOR PROVISION) UNDER THE SECURITIES ACT. AS USED HEREIN, THE TERMS
"UNITED STATES" AND "U.S.  PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
S UNDER THE SECURITIES ACT.

                                      A-2

<PAGE>



                           SPECTRASITE HOLDINGS, INC.

                    6 3/4% SENIOR CONVERTIBLE NOTES DUE 2010

                                                              CUSIP:  84760TAK6
                                                              ISIN: US84760TAK60



No. 1                                                               $200,000,000

                  SpectraSite  Holdings,  Inc., a corporation duly organized and
validly  existing  under the laws of the State of  Delaware  (herein  called the
"Company",  which term  includes any successor  corporation  under the Indenture
referred to on the reverse hereof), for value received hereby promises to pay to
Cede & Co. or its registered  assigns,  the principal sum of Two Hundred Million
Dollars  ($200,000,000)  on November  15,  2010,  at the office or agency of the
Company  maintained  for  that  purpose  in  accordance  with  the  terms of the
Indenture,  in such coin or currency  of the United  States of America as at the
time of  payment  shall be legal  tender for the  payment of public and  private
debts.  The Notes will  accrue  interest  at a rate of 6 3/4% per annum from the
Issue Date, payable  semi-annually on each May 15 and November 15, commencing on
May 15,  2001,  until  payment  of said  principal  amount has been made or duly
provided  for.  Except as  otherwise  provided in the  Indenture,  the  interest
payable on this Note pursuant to the Indenture on any May 15 or November 15 will
be paid to the Person entitled thereto as it appears in the Note Register at the
close of  business  on the record  date,  which shall be the May 1 or November 1
(whether or not a Business  Day) next  preceding  such May 15 or November 15, as
provided  in the  Indenture;  provided,  however,  that  any such  interest  not
punctually  paid or duly  provided  for  shall be  payable  as  provided  in the
Indenture.  Interest  may, at the option of the  Company,  be paid either (i) by
check mailed to the registered  address of such Person (provided that the Holder
of Notes with an aggregate  principal  amount in excess of $2,000,000  shall, at
the written  election of such Holder,  be paid by wire  transfer of  immediately
available  funds) or (ii) by  transfer to an account  maintained  by such Person
located in the United States; provided, however, that payments to the Depositary
will be made by wire transfer of immediately  available  funds to the account of
the Depositary or its nominee.

                  If a resale registration  statement (the "Resale  Registration
Statement")  under the  Securities  Act with respect to resales of the Notes and
the  common  stock,  par value  $.001 per share,  of the  Company  (the  "Common
Stock"),  issuable upon conversion of the Notes is not declared effective by the
Commission  on or  before  May 19,  2001 in  accordance  with  the  terms of the
Registration  Rights  Agreement  dated November 20, 2000 between the Company and
Morgan Stanley & Co. Incorporated, the Company will pay, subject to the terms of
the Registration Rights Agreement,  liquidated damages, in respect of the Notes,
at a rate per annum  equal to 0.5% of the Notes and in  respect of each share of
Common Stock issued upon  conversion of the Notes,  at a rate per annum equal to
0.5% of the then applicable Conversion Price.

                  Reference is made to the further  provisions  of this Note set
forth on the reverse hereof,  including,  without limitation,  provisions giving
the Holder of this Note the right to convert  this Note into Common Stock of the
Company on the terms and subject to the  limitations  referred to on the reverse
hereof and as more fully  specified in the  Indenture.  Such further  provisions
shall for all  purposes  have the same effect as though  fully set forth at this
place.

A-3
<PAGE>

                  This Note shall be deemed to be a contract made under the laws
of the State of New York,  and for all purposes shall be construed in accordance
with and  governed  by the laws of the  State of New  York,  without  regard  to
principles of conflicts of laws.

                  This  Note  shall not be valid or  become  obligatory  for any
purpose until the certificate of authentication  hereon shall have been manually
signed  by the  Trustee  or a duly  authorized  authenticating  agent  under the
Indenture.


                                      A-4
<PAGE>



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

                                        SPECTRASITE HOLDINGS, INC.


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


Attest:
       --------------------------
        Name:
        Title:
        Dated:














                                      A-5
<PAGE>



Dated:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-named Indenture.
UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee

By:
   -----------------------------
     Authorized signatory




















                                      A-6
<PAGE>



                                 REVERSE OF NOTE

                           SPECTRASITE HOLDINGS, INC.

                    6 3/4% SENIOR CONVERTIBLE NOTES DUE 2010

                  This  Note is one of a duly  authorized  issue of Notes of the
Company,  designated  as its 6 3/4% Senior  Convertible  Notes due 2010  (herein
called the "Notes"),  limited to the aggregate  principal amount of $200,000,000
(or  $230,000,000  if the  option  set  forth  in  Section  2 of  the  Placement
Agreement,  dated November 14, 2000 between the Company and Morgan Stanley & Co.
Incorporated is exercised in full) all issued or to be issued under and pursuant
to an Indenture  dated as of November 20, 2000 (herein called the  "Indenture"),
between the  Company and United  States  Trust  Company of New York,  as trustee
(herein  called  the   "Trustee"),   to  which   Indenture  and  all  indentures
supplemental  thereto  reference is hereby made for a description of the rights,
limitations  of rights,  obligations,  duties and  immunities  thereunder of the
Trustee, the Company and the Holders of the Notes.

                  In case an Event of  Default  (as  defined  in the  Indenture)
shall have occurred and be continuing,  the principal of,  premium,  if any, and
accrued  interest  (including any Liquidated  Damages Amounts (as defined in the
Registration  Rights Agreement),  if any) on all Notes may be declared by either
the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Notes then  Outstanding,  and upon said  declaration  shall become,  due and
payable,  in the manner,  with the effect and subject to the conditions provided
in the Indenture.

                  The Indenture contains  provisions  permitting the Company and
the  Trustee,  with the  consent of the  Holders of not less than a majority  in
aggregate  principal  amount of the Notes at the time  Outstanding,  to  execute
supplemental  indentures  adding any  provisions to or changing in any manner or
eliminating  any  of the  provisions  of the  Indenture  or of any  supplemental
indenture  or  modifying  in any manner the rights of the  Holders of the Notes;
provided,  however,  that no such  supplemental  indenture  shall (i) extend the
fixed  maturity of any Note, or reduce the rate or extend the time of payment of
interest  thereon,  or reduce the principal  amount thereof or premium,  if any,
thereon,  or reduce any amount payable upon  redemption  thereof,  or impair the
right of any Noteholder to institute suit for the payment  thereof,  or make the
principal thereof or interest or premium, if any, thereon payable in any coin or
currency other than that provided in the Notes,  or change the obligation of the
Company  to redeem  any Note upon the  happening  of a  Fundamental  Change  (as
defined in the  Indenture) in a manner  adverse to the Holders of the Notes,  or
impair the right to convert the Notes into Common Stock subject to the terms set
forth in the Indenture,  including Section 15.6 thereof,  without the consent of
the Holder of each Note so affected or (ii) reduce the  aforesaid  percentage of
Notes,  the Holders of which are  required  to consent to any such  supplemental
indenture,  without the  consent of the  Holders of all Notes then  Outstanding.
Subject to the  provisions  of the  Indenture,  the  Holders  of a  majority  in
aggregate principal amount of the Notes at the time Outstanding may on behalf of
the Holders of all of the Notes waive any past default or Event of Default under
the Indenture and its  consequences  except a default in the payment of interest
(including  Liquidated  Damages  Amounts,  if any)  or any  premium  on,  or the
principal of, any of the Notes, or a failure by the Company to convert any Notes
into Common Stock of the Company,  or a default in the payment of the redemption
price pursuant to Article Three of the  Indenture,  or a default in respect of a
covenant  or  provisions  of the  Indenture  which under  Article  Eleven of the

                                      A-7
<PAGE>

Indenture  cannot be modified  without the consent of the Holders of each or all
Notes then  Outstanding or affected  thereby.  Any such consent or waiver by the
Holder of this Note  (unless  revoked as  provided  in the  Indenture)  shall be
conclusive  and binding upon such Holder and upon all future  Holders and owners
of this Note and any Notes  which may be  issued  in  exchange  or  substitution
hereof,  irrespective  of whether or not any notation  thereof is made upon this
Note or such other Notes.

                  No reference  herein to the Indenture and no provision of this
Note or of the  Indenture  shall alter or impair the  obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and
interest  (including  Liquidated  Damages  Amounts,  if any) on this Note at the
place,  at the respective  times, at the rate and in the coin or currency herein
prescribed.

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

                  The Notes  are  issuable  in fully  registered  form,  without
coupons,  in denominations of $1,000 principal amount and any integral  multiple
of  $1,000.  At the  office  or agency of the  Company  referred  to on the face
hereof,  and in the  manner  and  subject  to the  limitations  provided  in the
Indenture,  without  payment of any  service  charge  but with  payment of a sum
sufficient to cover any tax, assessment or other governmental charge that may be
imposed in connection with any  registration or exchange of Notes,  Notes may be
exchanged for a like aggregate principal amount of Notes of any other authorized
denominations.

                  The Notes will not be  redeemable at the option of the Company
prior to November 20, 2003. At any time on or after November 20, 2003, and prior
to maturity, the Notes may be redeemed at the option of the Company, in whole or
in part,  upon  notice  as set forth in  Section  3.2 of the  Indenture,  at the
following  redemption prices (expressed as percentages of the principal amount),
together  in each case with  accrued  and  unpaid  interest,  if any  (including
Liquidated  Damages  Amounts,  if any) to,  but  excluding,  the date  fixed for
redemption:

<TABLE>
<S>                                                                                        <C>

     PERIOD                                                                                 REDEMPTION PRICE

     Beginning on November 20, 2003 and ending on November 14, 2004......................           104.725%
     Beginning on November 15, 2004 and ending on November 14, 2005......................           104.050%
     Beginning on November 15, 2005 and ending on November 14, 2006......................           103.375%
     Beginning on November 15, 2006 and ending on November 14, 2007......................           102.700%
     Beginning on November 15, 2007 and ending on November 14, 2008......................           102.025%
     Beginning on November 15, 2008 and ending on November 14, 2009......................           101.350%
     Beginning on November 15, 2009 and ending on November 14, 2010......................           100.675%

</TABLE>

and 100% on November 15,  2010;  provided,  however,  that if the date fixed for
redemption is on a May 15 or November 15, then the interest payable on such date
shall be paid to the  Holder of record on the  preceding  May 1 or  November  1,
respectively.


                                      A-8
<PAGE>

                  The Company may not give notice of any redemption of the Notes
if a default in the payment of interest or premium, if any (including Liquidated
Damages Amounts, if any), on the Notes has occurred and is continuing.

                  The Notes are not subject to redemption  through the operation
of any sinking fund.

                  If a  Fundamental  Change occurs at any time prior to maturity
of the Notes,  the Notes will be redeemable on the 35th day after notice thereof
(the "Repurchase Date") at the option of the Holder of the Notes at a redemption
price equal to 100% of the  principal  amount  thereof,  together  with  accrued
interest to (but excluding) the date of redemption;  provided, however, that, if
such  Repurchase  Date is a May 15 or November 15, the interest  payable on such
date shall be paid to the Holder of record of the Notes on the  preceding  May 1
or November 1, respectively. The Notes will be redeemable in multiples of $1,000
principal amount. The Company shall mail to all Holders of record of the Notes a
notice of the  occurrence of a Fundamental  Change and of the  redemption  right
arising as a result  thereof on or before the 10th day after the  occurrence  of
such  Fundamental  Change.  For a Note to be so  redeemed  at the  option of the
Holder,  the  Company  must  receive  at the  office or  agency  of the  Company
maintained for that purpose in accordance with the terms of the Indenture,  such
Note  with the form  entitled  "Option  to Elect  Repayment  Upon a  Fundamental
Change" on the reverse  thereof duly  completed,  together with such Note,  duly
endorsed for  transfer,  on or before the 30th day after the date of such notice
of a  Fundamental  Change  (or if  such  30th  day is not a  Business  Day,  the
immediately succeeding Business Day).

                  Subject to the provisions of the Indenture,  the Holder hereof
has the right,  at its option,  at any time after the  original  issuance of any
Notes through the close of business on the final maturity date of the Notes, or,
as to all or any portion  hereof  called for  redemption,  prior to the close of
business on the Business Day immediately preceding the date fixed for redemption
(unless the Company shall default in payment due upon  redemption  thereof),  to
convert the principal hereof or any portion of such principal which is $1,000 or
an integral  multiple thereof into that number of shares of the Company's Common
Stock (as such shares shall be constituted  at the date of conversion)  obtained
by dividing the principal amount of this Note or portion thereof to be converted
by the  Conversion  Price of $21.5625,  as may be adjusted  from time to time as
provided  in the  Indenture,  upon  surrender  of  this  Note,  together  with a
conversion  notice as provided in the Indenture  (the form entitled  "Conversion
Notice" on the  reverse  hereof),  to the Company at the office or agency of the
Company  maintained  for  that  purpose  in  accordance  with  the  terms of the
Indenture,  or at the option of such Holder,  the Corporate  Trust Office,  and,
unless the shares  issuable on  conversion  are to be issued in the same name as
this Note,  duly endorsed by, or  accompanied by instruments of transfer in form
satisfactory  to the  Company  duly  executed  by  the  Holder  or by  his  duly
authorized attorney.  No adjustment in respect of interest on any Note converted
or dividends on any shares issued upon conversion of such Note will be made upon
any  conversion  except  as set  forth in the next  sentence.  If this  Note (or
portion hereof) is surrendered  for conversion  during the period from the close
of  business  on any record  date for the  payment of  interest  to the close of
business on the Business Day preceding the following  interest  payment date and
either (x) has not been called for  redemption on a redemption  date that occurs
during such period or (y) is not to be redeemed in connection with a Fundamental

                                      A-9
<PAGE>

Change on a  Repurchase  Date that  occurs  during  such  period,  this Note (or
portion hereof being  converted)  must be accompanied by an amount,  in New York
Clearing  House funds or other funds  acceptable  to the  Company,  equal to the
interest  payable on such interest  payment date on the  principal  amount being
converted;  provided,  however,  that no such payment shall be required if there
shall  exist at the time of  conversion  a default in the payment of interest on
the Notes. No fractional shares will be issued upon any conversion,  but, at the
Company's option, an adjustment and payment in cash will be made, as provided in
the  Indenture,  in respect of any fraction of a share which would  otherwise be
issuable upon the surrender of any Note or Notes for conversion,  or the Company
will round up the number of shares  issuable  upon such  conversion  to the next
highest  whole  number  of  shares.  A Note in  respect  of  which a  Holder  is
exercising  its right to require  redemption  upon a  Fundamental  Change may be
converted  only if such Holder  withdraws its election to exercise such right in
accordance  with the terms of the  Indenture.  Any Notes called for  redemption,
unless  surrendered for conversion by the Holders thereof on or before the close
of business on the Business Day preceding the date fixed for redemption,  may be
deemed to be redeemed  from the Holders of such Notes for an amount equal to the
applicable   redemption  price,   together  with  accrued  but  unpaid  interest
(including Liquidated Damages Amounts, if any) to (but excluding) the date fixed
for  redemption,  by one or more  investment  banks or other  purchasers who may
agree with the Company (i) to purchase  such Notes from the Holders  thereof and
convert them into shares of the Company's  Common Stock and (ii) to make payment
for such Notes as aforesaid to the Trustee in trust for the Holders.

                  Upon due presentment for registration of transfer of this Note
at the office or agency of the Company maintained for that purpose in accordance
with the terms of the Indenture, a new Note or Notes of authorized denominations
for an equal  aggregate  principal  amount will be issued to the  transferee  in
exchange thereof; subject to the limitations provided in the Indenture,  without
charge except for any tax,  assessment or other  governmental  charge imposed in
connection therewith.

                  The Company, the Trustee, any authenticating agent, any paying
agent,  any  conversion  agent  and any Note  Registrar  may deem and  treat the
registered Holder hereof as the absolute owner of this Note (whether or not this
Note shall be overdue and  notwithstanding  any  notation of  ownership or other
writing hereon made by anyone other than the Company or any Note  Registrar) for
the  purpose  of  receiving  payment  hereof,  or on  account  hereof,  for  the
conversion  hereof and for all other  purposes,  and neither the Company nor the
Trustee  nor any  other  authenticating  agent  nor any  paying  agent nor other
conversion  agent nor any Note Registrar  shall be affected by any notice to the
contrary.  All  payments  made to or upon the  order of such  registered  Holder
shall,  to the extent of the sum or sums paid,  satisfy and discharge  liability
for monies payable on this Note.

                  No recourse for the payment of the principal of or any premium
or interest on this Note,  or for any claim based hereon or otherwise in respect
hereof,  and no recourse under or upon any obligation,  covenant or agreement of
the Company in the  Indenture or any  supplemental  indenture or in any Note, or
because of the creation of any indebtedness  represented  thereby,  shall be had
against any incorporator,  stockholder,  employee, agent, officer or director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation,   either   directly  or  through  the  Company  or  any   successor
corporation, whether by virtue of any constitution, statute or rule of law or by



<PAGE>

the  enforcement of any  assessment or penalty or otherwise,  all such liability
being,  by  acceptance  hereof  and as part of the  consideration  for the issue
hereof,  expressly  waived  and  released.  This  Note  shall be  deemed to be a
contract  made  under  the  laws of New  York,  and for all  purposes  shall  be
construed in accordance with the laws of New York,  without regard to principles
of conflicts of laws.

                  Terms used in this Note and defined in the  Indenture are used
herein as therein defined.


                                      A-11
<PAGE>



                                  ABBREVIATIONS

                  The following  abbreviations,  when used in the inscription of
the face of this Note,  shall be  construed  as though they were  written out in
full according to applicable laws or regulations.

                  TEN COM = tenants in common

                  UNIF GIFT MIN ACT = Uniform Gift to Minors Act

                  TEN ENJ = tenants by the entireties

                  CUST = custodian

                  JT TEN = joint tenants with right of survivorship and not as
tenants in common

                  Additional  abbreviations  may also be used  though not in the
above list.

                                      A-12

<PAGE>



                                CONVERSION NOTICE

TO:......SPECTRASITE HOLDINGS, INC.
 .........UNITED STATES TRUST COMPANY OF NEW YORK

                  The   undersigned   registered   owner  of  this  Note  hereby
irrevocably  exercises the option to convert this Note,  or the portion  thereof
(which is $1,000 or an integral multiple thereof) below designated,  into shares
of Common Stock of SpectraSite  Holdings,  Inc. in accordance  with the terms of
the Indenture referred to in this Note, and directs that the shares issuable and
deliverable  upon  such  conversion,  together  with any  check in  payment  for
fractional  shares and any Notes  representing any unconverted  principal amount
hereof,  be issued  and  delivered  to the  registered  Holder  hereof  unless a
different name has been indicated  below.  If shares or any portion of this Note
not  converted  are  to be  issued  in the  name  of a  person  other  than  the
undersigned,  the undersigned will provide the appropriate information below and
pay all transfer taxes payable with respect  thereto.  Any amount required to be
paid by the undersigned on account of interest accompanies this Note.

Dated:  ______________________

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

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

                  Signature(s)  must be  guaranteed  by an  "eligible  guarantor
                  institution"  meeting the  requirements of the Note Registrar,
                  which requirements  include membership or participation in the
                  Security  Transfer Agent Medallion  Program  ("STAMP") or such
                  other  "signature  guarantee  program" as may be determined by
                  the Note  Registrar  in addition to, or in  substitution  for,
                  STAMP,  all in accordance with the Securities  Exchange Act of
                  1934, as amended.

                  -----------------------------
                  Signature Guarantee


                                      A-13
<PAGE>



                  Fill in the  registration  of shares of Common  Stock if to be
issued,  and  Notes  if to be  delivered,  other  than to and in the name of the
registered Holder:

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

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

--------------------------------
(City, State and Zip Code)

--------------------------------
Please print name and address

Principal amount to be converted (if less than all):

$--------------------------------



Social Security or Other Taxpayer
Identification Number:

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



                                      A-14
<PAGE>



                            OPTION TO ELECT REPAYMENT
                            UPON A FUNDAMENTAL CHANGE



TO:      SPECTRASITE HOLDINGS, INC.
         UNITED STATES TRUST COMPANY OF NEW YORK

                  The   undersigned   registered   owner  of  this  Note  hereby
irrevocably  acknowledges  receipt of a notice from SpectraSite  Holdings,  Inc.
(the "Company") as to the occurrence of a Fundamental Change with respect to the
Company and requests  and  instructs  the Company to repay the entire  principal
amount of this Note,  or the  portion  thereof  (which is $1,000 or an  integral
multiple  thereof)  below  designated,  in  accordance  with  the  terms  of the
Indenture referred to in this Note at the price of 100% of such entire principal
amount or portion  thereof,  together with accrued  interest to, but  excluding,
such repayment date, to the registered Holder hereof.

Dated:  ______________________

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

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



NOTICE:  The above  signatures of the Holder(s)  hereof must correspond with the
name as written upon the face of the Note in every particular without alteration
or enlargement or any change whatever.

Principal amount to be repaid (if less than all):


$-----------------------------

------------------------------
Social Security or Other Taxpayer
Identification Number

                  Signature(s)  must be  guaranteed  by an  "eligible  guarantor
                  institution"  meeting the  requirements of the Note Registrar,
                  which requirements  include membership or participation in the
                  Security  Transfer Agent Medallion  Program  ("STAMP") or such
                  other  "signature  guarantee  program" as may be determined by
                  the Note  Registrar  in addition to, or in  substitution  for,
                  STAMP,  all in accordance with the Securities  Exchange Act of
                  1934, as amended.

                  -----------------------------
                  Signature Guarantee

                                      A-15

<PAGE>



                                   ASSIGNMENT

                  For value received  __________________________________________
hereby        sell(s)        assign(s)        and        transfer(s)        unto
_____________________________________  (Please  insert social  security or other
Taxpayer  Identification  Number  of  assignee)  the  within  Note,  and  hereby
irrevocably   constitutes   and  appoints   ____________________________________
attorney to transfer  said Note on the books of the Company,  with full power of
substitution in the premises.

                  In  connection  with any  transfer  of the  Note  prior to the
expiration of the holding  period  applicable to sales thereof under Rule 144(k)
under the Securities Act (or any successor  provision)  (other than any transfer
pursuant to a registration  statement that has been declared effective under the
Securities Act), the undersigned confirms that such Note is being transferred:

                  [ ]  To SpectraSite Holdings, Inc. or a subsidiary thereof; or

                  [   ] Inside the United  States  pursuant to and in compliance
                      with  Rule  144A  under  the  Securities  Act of 1933,  as
                      amended; or

                  [   ] Inside the United States to an Institutional  Accredited
                      Investor pursuant to and in compliance with the Securities
                      Act of 1933,  as  amended,  in a minimum  denomination  of
                      $100,000; or

                  [ ] Outside the United States in compliance with Rule 904
under the Securities Act, as amended; or

                  [ ] Pursuant to and in compliance with Rule 144 under the
Securities Act of 1933, as amended;

and unless the box below is checked,  the undersigned confirms that such Note is
not being  transferred  to an  "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate").

                  [ ]  The transferee is an Affiliate of the Company.


Dated:_______________________

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

                                                     Signature(s)     must    be
                                                     guaranteed  by an "eligible
                                                     guarantor      institution"
                                                     meeting the requirements of
                                                     the Note  Registrar,  which
                                                     requirements        include
                                                     membership or participation
                                                     in  the  Security  Transfer
                                                     Agent   Medallion   Program
                                                     ("STAMP")   or  such  other
                                                     "signature        guarantee
                                                     program"    as    may    be
                                                     determined   by  the   Note
                                                     Registrar  in addition  to,
                                                     or  in  substitution   for,
                                                     STAMP,  all  in  accordance
                                                     with     the     Securities
                                                     Exchange  Act of  1934,  as
                                                     amended.


                                                     ---------------------------
                                                     Signature Guarantee

                                      A-16
<PAGE>

NOTICE:  The signature of the Conversion  Notice,  the Option to Elect Repayment
Upon a Fundamental  Change or the Assignment  must  correspond  with the name as
written  upon the face of the Note in every  particular  without  alteration  or
enlargement or any change whatever.


                                      A-17
<PAGE>



                                                                       EXHIBIT B

                                        FORM OF ACCREDITED INVESTOR LETTER



SpectraSite Holdings, Inc.
100 Regency Forest Drive
Suite 400
Cary, North Carolina 27511

United States Trust Company of New York,
as Trustee
114 West 47th Street, 25th Floor
New York, New York  10036-1532

Attention:  Corporate Trust Administration

Ladies and Gentlemen:

                  In  connection  with our  proposed  purchase  of 6 3/4% Senior
Convertible  Notes due 2010 (the  "Notes")  of  SpectraSite  Holdings,  Inc.,  a
Delaware corporation (the "Company") we confirm that:

(5)      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");

(6)      (A) any  purchase of Notes by us will be 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  Notes as  fiduciary  for the account of one or more
         institutions for which we exercise sole investment discretion;

(7)      the event that we purchase any Notes,  we will  acquire  Notes having a
         minimum purchase price of not less than $100,000 for our own account or
         for any separate account for which we are acting;

(8)      we have such knowledge and experience in financial and business matters
         that we are capable of  evaluating  the merits and risks of  purchasing
         Notes;  and we are not  acquiring  Notes  with a view  to  distribution
         thereof or with any present  intention of offering or selling  Notes or
         the Common  Stock of the  Company  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.

                                      B-1
<PAGE>

                  We   understand   that  the  Notes  are  being  offered  in  a
transaction  not involving any public  offering  within the United States within
the meaning of the Securities Act and that the Notes and the Common Stock of the
Company  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  Notes,  that if in the future we decide to resell or
otherwise  transfer such Notes or the Common Stock of the Company  issuable upon
conversion  thereof,  such Notes or Common Stock of the Company may be resold or
otherwise  transferred only (i) to the Company or any subsidiary  thereof,  (ii)
inside the United  States to a person who is a "qualified  institutional  buyer"
(as defined in Rule 144A under the Securities Act) in a transaction  meeting the
requirements  of Rule 144A,  (iii) inside the United States to an  Institutional
Accredited  Investor that, prior to such transfer,  furnishes to the Trustee for
the Notes (or in the case of Common  Stock of the Company,  the  transfer  agent
therefor) a signed letter  containing  certain  representations  and  agreements
relating to the  restrictions  on transfer of such securities (the form of which
letter can be obtained from the Trustee or the transfer  agent,  as the case may
be), (iv) outside the United States in a transaction meeting the requirements of
Rule  904  under  the  Securities  Act,  (v)  pursuant  to  the  exemption  from
registration  provided by Rule 144 under the Securities Act (if applicable),  or
(vi) pursuant to a registration statement that has been declared effective under
the  Securities  Act (and which  continues  to be  effective at the time of such
transfer), and in each case, in accordance with any applicable securities law of
any state of the United States and in  accordance  with the legends set forth on
the Notes or the Common Stock of the Company  issuable upon conversion  thereof.
We further agree to provide any person purchasing any of the Notes or the Common
Stock of the Company  issuable upon  conversion  thereof (other than pursuant to
clause (v) or (vi) above) from us a notice  advising such purchaser that resales
of such  securities  are  restricted as stated  herein.  We understand  that the
Trustee  and  transfer  agent for the Notes and the Common  Stock of the Company
will not be required  to accept for  registration  of transfer  any Notes or any
Common Stock of the Company  issued upon  conversion  of the Notes,  except upon
presentation  of  evidence  satisfactory  to  the  Company  that  the  foregoing
restrictions on transfer have been complied with. We further understand that any
Notes and any Common Stock of the Company  issued upon  conversion  of the Notes
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 transferred pursuant to (v) or (vi) above.

                  The Company and the Trustee and their  respective  counsel are
entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any  administrative  or legal
proceeding or official inquiry with respect to the matters covered hereby.


                                      B-2
<PAGE>



                  THIS LETTER SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.



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













                                      B-3