<PAGE>

                                                                     EXHIBIT 4.2

                  AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

               GUARANTEED BY AMERICAN AXLE & MANUFACTURING, INC.

                 SENIOR CONVERTIBLE NOTES DUE FEBRUARY 15, 2024

                                    INDENTURE

                          Dated as of February 11, 2004

                            BNY Midwest Trust Company

                                     Trustee

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture Act                                                                                  Indenture Section
<S>                                                                                                  <C>
310(a)(1)..........................................................................................         7.10
   (a)(2)..........................................................................................         7.10
   (a)(5)..........................................................................................         7.10
   (b) ............................................................................................         7.10
   (c) ............................................................................................         N.A.
311(a).............................................................................................         7.11
   (b).............................................................................................         7.11
312(a).............................................................................................         2.05
   (b).............................................................................................        12.03
   (c).............................................................................................        12.03
313(a).............................................................................................         7.06
   (b)(2)..........................................................................................         7.06
   (c).............................................................................................         7.06
                                                                                                           12.02
   (d).............................................................................................         7.06
314(a).............................................................................................         4.04
                                                                                                           12.05
   (c)(1)..........................................................................................        12.04
   (c)(2)..........................................................................................        12.04
   (e).............................................................................................        12.05
316(a)(last sentence)..............................................................................         2.09
   (a)(1)(A).......................................................................................         6.12
   (a)(1)(B).......................................................................................         6.13
317(a)(1)..........................................................................................         6.03
</TABLE>

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

<PAGE>

                                TABLE OF CONTENTS

                                       i

<PAGE>

                                TABLE OF CONTENTS

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

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

ARTICLE 2         THE NOTES.....................................................................................       9

         Section 2.01.         Form and Dating..................................................................       9
         Section 2.02.         Execution and Authentication.....................................................      10
         Section 2.03.         Registrar, Paying Agent and Conversion Agent.....................................      10
         Section 2.04.         Paying Agent to Hold Money in Trust..............................................      10
         Section 2.05.         Holder Lists.....................................................................      11
         Section 2.06.         Transfer and Exchange............................................................      11
         Section 2.07.         Replacement Securities...........................................................      18
         Section 2.08.         Outstanding Securities...........................................................      18
         Section 2.09.         Treasury Securities..............................................................      19
         Section 2.10.         Temporary Securities.............................................................      19
         Section 2.11.         Cancellation.....................................................................      19
         Section 2.12.         Defaulted Interest...............................................................      19
         Section 2.13.         CUSIP Numbers....................................................................      19
         Section 2.14.         Calculations.....................................................................      20
         Section 2.15.         Liquidated Damages...............................................................      20

ARTICLE 3         REDEMPTION....................................................................................      20

         Section 3.01.         Method and Effect of Redemption..................................................      20
         Section 3.02.         Exclusion of Certain Securities From Eligibility for Selection for Redemption....      22
         Section 3.03.         Deposit of Redemption Price......................................................      22
         Section 3.04.         Securities Redeemed in Part......................................................      22
         Section 3.05.         Conversion Arrangement on Call for Redemption....................................      22
         Section 3.06.         Purchase of Securities at Option of the Holder for Cash..........................      23
         Section 3.07.         Purchase of Securities at Option of the Holder upon Change in Control............      25
         Section 3.08.         Effect of Purchase Notice or Change in Control Purchase Notice...................      28
         Section 3.09.         Deposit of Purchase Price or Change in Control Purchase Price....................      29
         Section 3.10.         Securities Purchased in Part.....................................................      30
         Section 3.11.         Repayment to the Company.........................................................      30

ARTICLE 4         COVENANTS.....................................................................................      30

         Section 4.01.         Payment of Securities............................................................      30
         Section 4.02.         Maintenance of Office or Agency..................................................      31
         Section 4.03.         Statement by Officers as to Default..............................................      31
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                  <C>
         Section 4.04.         Existence........................................................................      31
         Section 4.05.         SEC and Other Reports............................................................      32
         Section 4.06.         Further Instruments and Acts.....................................................      32
         Section 4.07.         Covenant to Comply With Securities Laws Upon Purchase of Securities..............      32
         Section 4.08.         Delivery of Certain Information..................................................      32
         Section 4.09.         Tax Treatment of Securities......................................................      32
         Section 4.10.         Calculation of Certain Amounts...................................................      33

ARTICLE 5         CONSOLIDATION, MERGER, SALE OR CONVEYANCE.....................................................      34

         Section 5.01.         Consolidations and Mergers of Company Permitted Subject to Certain Conditions....      34
         Section 5.02.         Rights and Duties of Successor Corporation.......................................      34

ARTICLE 6         DEFAULTS AND REMEDIES.........................................................................      35

         Section 6.01.         Events of Default................................................................      35
         Section 6.02.         Acceleration of Maturity; Rescission and Annulment...............................      36
         Section 6.03.         Collection of Indebtedness and Suits for Enforcement by Trustee..................      37
         Section 6.04.         Trustee May File Proofs of Claim.................................................      38
         Section 6.05.         Trustee May Enforce Claims Without Possession of Securities......................      38
         Section 6.06.         Application of Money Collected...................................................      38
         Section 6.07.         Limitation on Suits..............................................................      39
         Section 6.08.         Unconditional Right of Holders to Receive Payments...............................      39
         Section 6.09.         Restoration of Rights and Remedies...............................................      40
         Section 6.10.         Rights and Remedies Cumulative...................................................      40
         Section 6.11.         Delay or Omission Not Waiver.....................................................      40
         Section 6.12.         Control by Holders...............................................................      40
         Section 6.13.         Waiver of Past Defaults..........................................................      41
         Section 6.14.         Undertaking for Costs............................................................      41
         Section 6.15.         Waiver of Stay or Extension Laws.................................................      41

ARTICLE 7         TRUSTEE.......................................................................................      41

         Section 7.01.         Duties of Trustee................................................................      41
         Section 7.02.         Rights of Trustee................................................................      42
         Section 7.03.         Individual Rights of Trustee.....................................................      43
         Section 7.04.         Trustee's Disclaimer.............................................................      43
         Section 7.05.         Notice of Defaults...............................................................      44
         Section 7.06.         Reports by Trustee to the Holders of the Securities..............................      44
         Section 7.07.         Compensation and Indemnity.......................................................      44
         Section 7.08.         Replacement of Trustee...........................................................      45
         Section 7.09.         Successor Trustee by Merger, Etc.................................................      46
         Section 7.10.         Eligibility; Disqualification....................................................      46
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                  <C>
         Section 7.11.         Preferential Collection of Claims Against the Company............................      46

ARTICLE 8         GUARANTEE.....................................................................................      46

         Section 8.01.         Guarantee........................................................................      46
         Section 8.02.         Severability.....................................................................      48
         Section 8.03.         Priority of Guarantee............................................................      48
         Section 8.04.         Limitation of Guarantor's Liability..............................................      48
         Section 8.05.         Subrogation......................................................................      48
         Section 8.06.         Reinstatement....................................................................      48
         Section 8.07.         Release of the Guarantor.........................................................      49
         Section 8.08.         Benefits Acknowledged............................................................      49

ARTICLE 9         AMENDMENT, SUPPLEMENT AND WAIVER..............................................................      49

         Section 9.01.         Supplemental Indentures Without Consent of Holders...............................      49
         Section 9.02.         Supplemental Indentures with Consent of Holders..................................      50
         Section 9.03.         Execution of Supplemental Indentures.............................................      51
         Section 9.04.         Effect of Supplemental Indentures................................................      51
         Section 9.05.         Reference in Securities to Supplemental Indentures...............................      51

ARTICLE 10        SATISFACTION AND DISCHARGE....................................................................      52

         Section 10.01.        Satisfaction and Discharge.......................................................      52
         Section 10.02.        Repayment to the Company.........................................................      52

ARTICLE 11        CONVERSIONS...................................................................................      52
         Section 11.01.        Conversion Privilege.............................................................      52
         Section 11.02.        Conversion Procedure.............................................................      53
         Section 11.03.        Fractional Shares................................................................      55
         Section 11.04.        Taxes on Conversion..............................................................      55
         Section 11.05.        The Company to Provide Stock.....................................................      55
         Section 11.06.        Adjustment for Change in Capital Stock...........................................      56
         Section 11.07.        Adjustment for Rights Issue......................................................      56
         Section 11.08.        Adjustment for Other Non-Cash Distributions......................................      57
         Section 11.09.        Adjustment for Cash Distributions................................................      59
         Section 11.10.        Adjustment for Tender Offers or Exchange Offers..................................      59
         Section 11.11.        When Adjustment May Be Deferred..................................................      60
         Section 11.12.        When No Adjustment Required......................................................      60
         Section 11.13.        Notice of Adjustment.............................................................      61
         Section 11.14.        Voluntary Increase...............................................................      61
         Section 11.15.        Notice of Certain Transactions...................................................      61
         Section 11.16.        Reorganization of Company; Special Distributions.................................      62
         Section 11.17.        Company Determination Final......................................................      62
         Section 11.18.        Trustee's Adjustment Disclaimer..................................................      63
         Section 11.19.        Simultaneous Adjustments.........................................................      63
         Section 11.20.        Successive Adjustments...........................................................      63
</TABLE>

                                      -iii-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>                                                                                                             <C>
         Section 11.21.     Rights Issued in Respect of Common Stock Issued Upon Conversion..................    63

ARTICLE 12        CONTINGENT CASH INTEREST...................................................................    64

         Section 12.01.     Contingent Cash Interest.........................................................    64
         Section 12.02.     Payment of Contingent Cash Interest; Contingent Cash Interest Rights Preserved...    65
         Section 12.03.     Bid Solicitation Agent...........................................................    65

ARTICLE 13        MISCELLANEOUS..............................................................................    65

         Section 13.01.     Trust Indenture Act Controls.....................................................    65
         Section 13.02.     Notices..........................................................................    65
         Section 13.03.     Communication by Holders of Securities with Other Holders of Securities..........    67
         Section 13.04.     Certificate and Opinion as to Conditions Precedent...............................    67
         Section 13.05.     Statements Required in Certificate or Opinion....................................    67
         Section 13.06.     Rules by Trustee and Agents......................................................    68
         Section 13.07.     No Personal Liability of Directors, Officers, Employees and Stockholders.........    68
         Section 13.08.      Governing Law...................................................................    68
         Section 13.09.     No Adverse Interpretation of Other Agreements....................................    68
         Section 13.10.     Successors.......................................................................    68
         Section 13.11.     Severability.....................................................................    68
         Section 13.12.     Counterpart Originals............................................................    68
         Section 13.13.     Table of Contents, Headings, Etc.................................................    68
</TABLE>

                                      -iv-

<PAGE>

                               EXHIBITS AND ANNEX

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF GUARANTEE

Annex A           PROJECTED PAYMENT SCHEDULE

                                       i

<PAGE>

                  INDENTURE dated as of February 11, 2004, between AMERICAN AXLE
& MANUFACTURING HOLDINGS, INC., a Delaware corporation (the "Company"), AMERICAN
AXLE & MANUFACTURING, INC., a Delaware corporation, as Guarantor (as defined
below) and BNY Midwest Trust Company, a New York banking corporation, as trustee
(the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Senior
Convertible Securities of the Company due February 15, 2024 (the "Securities").
Except as otherwise provided herein, the Securities shall be limited to
$150,000,000 in aggregate Original Principal Amount outstanding.

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  Section 1.01. Definitions.

                  "144A Global Security" means a global note in the form of
Exhibit A hereto bearing the Global Security Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Securities sold in reliance on Rule 144A.

                  "Accreted Principal Amount" of a Security means, until
February 15, 2011, the Original Principal Amount of the Security and, beginning
February 15, 2011, means the Original Principal Amount of the Security
increasing at the rate of 2.00% per year. The calculation of the accretion of
principal will be on a semiannual bond equivalent basis using a 360 day year of
twelve 30 day months. On February 15, 2024, the maturity date of the Securities,
a Holder will receive $1,295.25 for each $1,000 Original Principal Amount of
Securities.

                   "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 purposes of this definition,
"control," as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise. For purposes of this definition, the
terms "controlling," "controlled by" and "under common control with" shall have
correlative meanings.

                  "Agent" means any Registrar, Paying Agent or co-registrar.

                  "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Security, the rules and
procedures of the Depositary that apply to such transfer or exchange.

                  "Applicable Stock Price" means, in respect of a Conversion
Date, the average of the Closing Sale Prices per share of Common Stock over the
five Trading Day period starting the third Trading Day following such Conversion
Date.

                                       1

<PAGE>

                  "Average Sale Price" means the average of the Sale Prices of
the Common Stock for the shortest of: (i) 30 consecutive Trading Days ending on
the last full Trading Day prior to the Time of Determination with respect to the
rights, warrants or options or dividends or distribution in respect of which the
Average Sale Price is being calculated, or (ii) the period (x) commencing on the
date next succeeding the first public announcement of (1) the issuance of
rights, warrants or options or (2) the distribution, in each case, in respect of
which the Average Sale Price is being calculated and (y) proceeding through the
last full Trading Day prior to the Time of Determination with respect to the
rights, warrants or options or distribution in respect of which the Average Sale
Price is being calculated (excluding days within such period, if any, which are
not Trading Days), or (iii) the period, if any, (x) commencing on the date next
succeeding the Ex-Dividend Time with respect to the next preceding (1) issuance
of rights, warrants or options or (2) distribution, in each case, for which an
adjustment is required by the provisions of Section 11.07, 11.08, 11.09 or 11.10
hereof and (y) proceeding through the last full Trading Day prior to the Time of
Determination with respect to the rights, warrants or options or distribution in
respect of which the Average Sale Price is being calculated (excluding days
within such period, if any, which are not Trading Days).

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

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

                  "Beneficial Owner" has the meaning assigned to such term in
Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section
13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have a
corresponding meaning.

                  "Board of Directors" means (i) with respect to a corporation,
the board of directors of the corporation; (ii) with respect to a partnership,
the Board of Directors of the general partner of the partnership; and (iii) with
respect to any other Person, the board or committee of such Person serving a
similar function.

                  "Business Day" means any day other than a Legal Holiday.

                  "Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or a business entity, any
and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or

                                       2

<PAGE>

limited liability company, partnership or membership interests (whether general
or limited), and (iv) any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.

                  "Closing Sale Price" of the Common Stock on any Trading Date
means the closing sale price per share (or, if no closing sale price is
reported, the average of the closing bid and ask prices or, if more than one in
either case, the average of the average closing bid and the average closing ask
prices) on such Trading Date as reported on the principal United States
securities exchange on which the Common Stock is traded or, if the Common Stock
is not listed on a United States national or regional securities exchange, as
reported by the NYSE or by the National Quotation Bureau Incorporated. In the
absence of such quotations, the Company shall be entitled to determine the
Closing Sale Price on the basis it considers appropriate. The Closing Sale Price
shall be determined without reference to extended or after hours trading.

                  "Common Stock" means the shares of common stock, $.01 par
value per share, of the Company as it exists on the date of this Indenture or
any other shares of Capital Stock of the Company into which the Common Stock
shall be reclassified or changed.

                  "Company" means American Axle & Manufacturing Holdings, Inc.,
a Delaware corporation.

                  "Contingent Cash Interest" means such cash interest payable as
described in Article 12.

                  "Conversion Agent" shall initially mean the Trustee.

                  "Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 13.02 hereof or such other address
as to which the Trustee may give notice to the Company.

                  "Current Market Price" on any date of determination means the
average of the Closing Sale Prices per share of Common Stock for each of the 10
consecutive Trading Days ending on the earlier of such date of determination and
the day before the "ex-date" with respect to the issuance, dividend or
distribution requiring such computation immediately prior to the date in
question. For purpose of this definition, the term "ex-date," means the first
date on which the Common Stock trades, regular way, on the relevant exchange or
in the relevant market from which the Closing Sale Price was obtained without
the right to receive such dividend or distribution.

                  "Custodian" means the Trustee, as custodian with respect to
the Securities in global form, or any successor entity thereto.

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

                  "Definitive Security" means a certificated Security registered
in the name of the Holder thereof and issued in accordance with Section 2.06
hereof, in the form of Exhibit A

                                       3

<PAGE>

hereto, except that such Security shall not bear the Global Security Legend and
shall not have the "Schedule of Exchanges of Interests in the Global Security"
attached thereto.

                  "Depositary" means, with respect to the Securities issuable or
issued in whole or in part in global form, the Person specified in Section 2.03
hereof as the Depositary with respect to the Securities, and any and all
successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.

                  "Ex-Dividend Time" means with respect to stockholders of the
Company entitled to receive rights, warrants or options or a dividend or
distribution, the time immediately prior to the commencement of "ex-dividend"
trading for such rights, warrants or options or a dividend or distribution on
the New York Stock Exchange or such other national or regional exchange or
market on which the Common Stock is then listed or quoted.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Fair Market Value" means the amount which a willing buyer
would pay a willing seller in an arm's-length transaction between an informed
and willing seller under no compulsion to sell and an informed and willing buyer
under no compulsion to buy.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession which are in effect on the Issue Date.

                  "Global Security Legend" means the legend set forth in Section
2.06(e)(ii), which is required to be placed on all Global Securities issued
under this Indenture.

                  "Global Securities" means, individually and collectively, each
of the Restricted Global Securities and the Unrestricted Global Securities,
issued in accordance with certain sections of this Indenture.

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

                  "Guarantee" means any guarantee of the obligations of the
Company under this Indenture and the Securities by any Person in accordance with
the provisions of this Indenture.

                  "Guarantor" means American Axle & Manufacturing, Inc. and its
successors and assigns until released from its obligations under its Guarantee
and this Indenture in accordance with the terms of this Indenture.

                  "Holder" means a Person in whose name a Security is
registered.

                                       4

<PAGE>

                   "Indebtedness" means (1) any liability of any Person (a) for
borrowed money, or (b) evidenced by a bond, note, debenture or similar
instrument (including purchase money obligations but excluding Trade Payables),
or (c) for the payment of money relating to a lease that is required to be
classified as a capitalized lease obligation in accordance with GAAP; (2)
preferred or preference stock of a Subsidiary of the Company held by Persons
other than the Company or a Subsidiary of the Company; (3) any liability of
others described in the preceding clause (1) that the Person has guaranteed,
that is recourse to such Person or that is otherwise its legal liability; and
(4) any amendment, supplement, modification, deferral, renewal, extension or
refunding of any liability of the types referred to in clauses (1), (2) and (3)
above.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time.

                  "Indirect Participant" means a Person who holds a beneficial
interest in a Global Security through a Participant.

                   "Issue Date" means the date on which the $150 million in
aggregate principal amount of the Securities were originally issued under this
Indenture.

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

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
commercial banks in The City of New York or at a place of payment are authorized
or required by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

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

                  "Maturity" means, with respect to any Security, the date on
which any principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity with respect to such principal
or by declaration of acceleration, call for redemption or purchase or otherwise.

                  "Officer" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice-President of such Person.

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal

                                       5

<PAGE>

financial officer, the treasurer, or the principal accounting officer of the
Company, that meets the requirements of Section 13.05 hereof.

                   "Opinion of Counsel" means an opinion from legal counsel that
meets the requirements of Section 12.05 hereof. The counsel may be an employee
of or counsel to the Company.

                  "Original Principal Amount" means the original principal
amount of such Security on the Issue Date as set forth on the face of such
Security, and shall be equal to the Issue Price.

                  "Participant" means a Person who has an account with the
Depositary.

                  "Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

                  "principal" or "principal amount" of a Security on any date
means the Accreted Principal Amount of such Security on such date.

                  "Private Placement Legend" means the legend set forth in
Section 2.06(e)(i) to be placed on all Securities issued hereunder except where
otherwise permitted by the provisions of this Indenture.

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

                  "Redemption Date", when used with respect to any Security to
be redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

                   "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of February 11, 2004, by and among the Company, the
Guarantor and the other parties named on the signature pages thereof, as such
agreement may be amended, modified or supplemented from time to time.

                   "Responsible Officer" when used with respect to the Trustee,
means any officer within the Corporate Trust Office of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

                  "Restricted Definitive Security" means a Definitive Security
bearing the Private Placement Legend.

                  "Restricted Global Security" means a Global Security bearing
the Private Placement Legend.

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

                                       6

<PAGE>

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

                  "Sale Price" of Common Stock on any date means (a) the closing
per share sale price (or, if no closing sale price is reported, the average of
the bid and ask prices or, if more than one in either case, the average of the
average bid and the average ask prices) on such date as reported in the
composite transactions for the principal United States securities exchange on
which the Common Stock is traded or, if the Common Stock is not listed on a
United States national or regional securities exchange, as reported by the
National Association of Securities Dealers Automated Quotation System or by the
National Quotation Bureau Incorporated or (b) in the absence of such quotation,
such price as the Company shall reasonably determine on the basis of such
quotations as most accurately reflecting the price that a fully-informed buyer,
acting on his own accord, would pay to a fully-informed seller, acting on his
own accord in an arm's-length transaction, for a share of such Common Stock.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" means the Notes and the Guarantee.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "Significant Subsidiary" means any Subsidiary that would
constitute a "significant subsidiary" within the meaning of Article 1 of
Regulation S-X of the Securities Act as in effect on the date of this Indenture.

                  "Stated Maturity" means, when used with respect to the
Securities or any installment of interest thereon, the date specified in such
Securities as the fixed date on which the principal of such Security or such
installment of interest is due and payable, and, when used with respect to any
other Indebtedness, means the date specified in the instrument governing such
Indebtedness as the fixed date on which the principal of such Indebtedness, or
any installment of interest thereon, is due and payable.

                  "Subsidiary" means any corporation of which at least a
majority of the outstanding stock having by the terms thereof ordinary voting
power for the election of directors of such corporation (irrespective of whether
or not at the time stock of any other class or classes of such corporation shall
have or might have voting power by reason of the happening of any contingency)
is at the time directly or indirectly owned by the Company, the Guarantor or by
one or more other Subsidiaries, or by the Company, the Guarantor and one or more
other Subsidiaries.

                  "TIA" means the Trust Indenture Act of 1939, as amended (15
U.S.C. Sections 77aaa-77bbbb) as in effect on the date on which this Indenture
is qualified under the TIA.

                  "Time of Determination" means the time and date of the earlier
of (a) the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 11.07 or 11.08 hereof
applies, and (b) the Ex-Dividend Time.

                                       7

<PAGE>

                  "Trading Day" means a day during which trading in securities
generally occurs on the NYSE or, if the Common Stock is not listed on the NYSE,
on the principal other national or regional securities exchange on which the
Common Stock is then listed or, if the Common Stock is not listed on a national
or regional securities exchange, on the National Association of Securities
Dealers Automated Quotation System or, if the Common Stock is not quoted on the
National Association of Securities Dealers Automated Quotation System, on any
Business Day.

                   "Trustee" means the party named as such in the preamble to
this Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

                  "Unrestricted Definitive Security" means one or more
Definitive Securities that do not bear and are not required to bear the Private
Placement Legend.

                  "Unrestricted Global Security" means a permanent global
Security in the form of Exhibit A attached hereto that bears the Global Security
Legend and that has the "Schedule of Exchanges of Interests in the Global
Security" attached thereto, and that is deposited with or on behalf of and
registered in the name of the Depositary, representing a series of Securities
that do not bear the Private Placement Legend.

                  Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                        DEFINED IN
TERM                                                                     SECTION
----                                                                     -------
<S>                                                                     <C>
"Associate" ......................................................         3.07
"Authentication Order"............................................         2.02
"Average Security Market Price" ..................................        12.01
"Change in Control" ..............................................         3.07
"Change in Control Purchase Date" ................................         3.07
"Change in Control Purchase Notice" ..............................         3.07
"Change in Control Purchase Price" ...............................         3.07
"Company Notice" .................................................         3.06
"Contingent Cash Interest Payment Date" ..........................        12.02
"Contingent Cash Interest Record Date" ...........................        12.02
"Conversion Agent" ...............................................         2.03
"Conversion Date" ................................................        11.02
"Conversion Rate" ................................................        11.01
"Covenant Defeasance".............................................         8.03
"DTC".............................................................         2.03
"Event of Default"................................................         6.01
"Ex-Dividend Date" ...............................................        11.08
"Expiration Time" ................................................        11.10
"Interest Payment Date" ..........................................        Ex. A
"Legal Defeasance"................................................         8.02
"Measurement Period" .............................................        Ex. A
"Notice of Default" ..............................................         6.01
"Paying Agent"....................................................         2.03
</TABLE>

                                       8

<PAGE>

<TABLE>
<CAPTION>
                                                                        DEFINED IN
TERM                                                                     SECTION
----                                                                     -------
<S>                                                                     <C>
"Post-Distribution Price" ........................................        11.08
"Purchase Date" ..................................................         3.06
"Purchase Notice" ................................................         3.06
"Purchased Shares" ...............................................        11.10
"Redemption Price" ...............................................        Ex. A
"Registrar".......................................................         2.03
"Regular Record Date" ............................................        Ex. A
"Relevant Value" .................................................        12.01
"Resale Restriction Termination Date" ............................         2.06
"Rights" .........................................................        11.21
"Rights Agreement" ...............................................        11.21
"Rule 144A Information" ..........................................         4.08
"Semiannual Period" ..............................................        12.01
</TABLE>

                  Section 1.03. Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  (i)      "indenture securities" means the Securities;

                  (ii)     "indenture security Holder" means a Holder of a
                           Security;

                  (iii)    "indenture to be qualified" means this Indenture;

                  (iv)     "indenture trustee" or "institutional trustee" means
                           the Trustee; and

                  (v)      "obligor" on the Securities means the Company and any
                           successor obligor upon the Securities.

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

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

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

                  (ii)     an accounting term not otherwise defined has the
                           meaning assigned to it in accordance with GAAP;

                  (iii)    "or" is not exclusive;

                                       9

<PAGE>

                  (iv)     words in the singular include the plural, and in the
                           plural include the singular;

                  (v)      provisions apply to successive events and
                           transactions; and

                  (vi)     references to sections of or rules under the
                           Securities Act shall be deemed to include substitute,
                           replacement of successor sections or rules adopted by
                           the SEC from time to time.

                                    ARTICLE 2

                                    THE NOTES

                  Section 2.01. Form and Dating. (a) General. The Notes and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A hereto and the Guarantee shall be substantially in the form of Exhibit
D hereto. The Securities may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Security shall be dated the date of its
authentication. The Securities shall be in denominations of Original Principal
Amount of $1,000 and integral multiples thereof.

                  The terms and provisions contained in the Securities shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company, the Guarantor and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any Security conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling.

                  (b) Global Securities. Securities issued in global form shall
be substantially in the form of Exhibit A attached hereto (including the Global
Security Legend thereon and the "Schedule of Exchanges of Interests in the
Global Security" attached thereto). Securities issued in definitive form shall
be substantially in the form of Exhibit A attached hereto (but without the
Global Security Legend thereon and without the "Schedule of Exchanges of
Interests in the Global Security" attached thereto). Each Global Security shall
represent such of the outstanding Original Principal Amount of Securities as
shall be specified therein and each shall provide that it shall represent the
aggregate Original Principal Amount of outstanding Securities from time to time
endorsed thereon and that the aggregate Original Principal Amount of outstanding
Securities represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Security to reflect the amount of any increase or decrease in the aggregate
Original Principal Amount of outstanding Securities represented thereby shall be
made by the Trustee, in accordance with instructions given by the Holder thereof
as required by Section 2.06 hereof.

                  Section 2.02. Execution and Authentication. One Officer of the
Company shall sign the Securities for the Company by manual or facsimile
signature, and one Officer of the Guarantor shall sign the Guarantee for the
Guarantor by manual or facsimile signature.

                                       10

<PAGE>

                  If an Officer whose signature is on a Security no longer holds
that office at the time a Security is authenticated, the Security shall
nevertheless be valid.

                  A Security shall not be valid until authenticated by the
manual signature of the Trustee. The signature shall be conclusive evidence that
the Security has been authenticated under this Indenture.

                  The Trustee shall, upon a written order of the Company signed
by one Officer (an "Authentication Order"), authenticate $150 million aggregate
Original Principal Amount of Securities for original issue. The aggregate
Original Principal Amount of Securities outstanding at any time may not exceed
such amount except as provided in Section 2.07 hereof.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

                  Section 2.03. Registrar, Paying Agent and Conversion Agent.
The Company shall maintain an office or agency where Securities may be presented
for registration of transfer or for exchange ("Registrar"), an office or agency
where Securities may be presented for purchase or payment ("Paying Agent"), and
an office or agency where Securities may be presented for conversion
("Conversion Agent"). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may appoint one or more
co-registrars and one or more additional paying agents and conversion agents.
The term "Registrar" includes any co-registrar, the term "Paying Agent" includes
any additional paying agent and the term "Conversion Agent" includes any
additional conversion agent. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company shall promptly notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The
Company or any of its Subsidiaries may act as Registrar, Paying Agent or
Conversion Agent.

                  The Company initially appoints the Trustee to act as the
Registrar, Paying Agent and Conversion Agent and to act as Custodian with
respect to the Global Securities.

                  Section 2.04. Paying Agent to Hold Money in Trust. The Company
shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the Trustee
all money held by the Paying Agent for the payment of principal, premium or
Additional Interest, if any, or interest on the Securities, and shall notify the
Trustee of any default by the Company or the Guarantor in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy

                                       11

<PAGE>

or reorganization proceedings relating to the Company or the Guarantor, the
Trustee shall serve as Paying Agent for the Securities.

                  Section 2.05. Holder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of all Holders and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven Business Days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders of Securities and the Company shall otherwise comply
with TIA Section 312(a).

                  Section 2.06. Transfer and Exchange. (a) Transfer and Exchange
of Global Securities. A Global Security may not be transferred as a whole except
by the Depositary to a nominee of the Depositary, by a nominee of the Depositary
to the Depositary or to another nominee of the Depositary, by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary. All Global Securities shall be exchanged by the Company for
Definitive Securities if (i) the Company delivers to the Trustee notice from the
Depositary that it is unwilling or unable to continue to act as Depositary or
that it is no longer a clearing agency registered under the Exchange Act and, in
either case, a successor Depositary is not appointed by the Company within 90
days after the date of such notice from the Depositary or (ii) the Company in
its sole discretion determines that the Global Securities (in whole but not in
part) should be exchanged for Definitive Securities and delivers a written
notice to such effect to the Trustee or (iii) there shall have occurred and be
continuing a Default or Event of Default with respect to the Securities. Upon
the occurrence of any of the preceding events in (i), (ii) or (iii) above,
Definitive Securities shall be issued in such names as the Depositary shall
instruct the Trustee. Global Securities also may be exchanged or replaced, in
whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Security
authenticated and delivered in exchange for, or in lieu of, a Global Security or
any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10
hereof, shall be authenticated and delivered in the form of, and shall be, a
Global Security. A Global Security may not be exchanged for another Security
other than as provided in this Section 2.06(a); however, beneficial interests in
a Global Security may be transferred and exchanged as provided in Section
2.06(b) or (c) hereof.

                  (b) Transfer and Exchange of Beneficial Interests in the
Global Securities. The transfer and exchange of beneficial interests in the
Global Securities shall be effected through the Depositary, in accordance with
the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Securities shall be subject to restrictions
on transfer comparable to those set forth herein to the extent required by the
Securities Act. Transfers of beneficial interests in the Global Securities also
shall require compliance with either subparagraph (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs, as
applicable:

                  (i)      Transfer of Beneficial Interests in the Same Global
         Security. Beneficial interests in any Restricted Global Security may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Security in
         accordance with the transfer restrictions set forth in the Private
         Placement Legend. Beneficial interests in any Unrestricted Global
         Security may be transferred to Persons

                                       12

<PAGE>

         who take delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Security. No written orders or instructions shall
         be required to be delivered to the Registrar to effect the transfers
         described in this Section 2.06(b)(i).

                  (ii)     All Other Transfers and Exchanges of Beneficial
         Interests in Global Securities. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         2.06(b)(i) above, the transferor of such beneficial interest must
         deliver to the Registrar either: (A)(1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         credit or cause to be credited a beneficial interest in the Global
         Security in an Original Principal Amount equal to the beneficial
         interest to be transferred or exchanged and (2) instructions given in
         accordance with the Applicable Procedures containing information
         regarding the Participant account to be credited with such increase, or
         (B)(1) a written order from a Participant or an Indirect Participant
         given to the Depositary in accordance with the Applicable Procedures
         directing the Depositary to cause to be issued a Definitive Security in
         an Original Principal Amount equal to the beneficial interest to be
         transferred or exchanged and (2) instructions given by the Depositary
         to the Registrar containing information regarding the Person in whose
         name such Definitive Security shall be registered to effect the
         transfer or exchange referred to in (1) above. Upon satisfaction of all
         of the requirements for transfer or exchange of beneficial interests in
         Global Securities contained in this Indenture and the Securities or
         otherwise applicable under the Securities Act, the Trustee shall adjust
         the Original Principal Amount of the relevant Global Security(ies)
         pursuant to Section 2.06(f) hereof; and

                  (iii)    Transfer and Exchange of Beneficial Interests in a
         Restricted Global Security for Beneficial Interests in an Unrestricted
         Global Security. A beneficial interest in any Restricted Global
         Security may be transferred to a Person who takes delivery thereof in
         the form of a beneficial interest in an Unrestricted Global Security if
         the transfer complies with the requirements of Section 2.06(b)(ii)
         above and:

                           (A) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement; or

                           (B) the Registrar receives the following:

                                    (1)      if the holder of such beneficial
                           interest in a Restricted Global Security proposes to
                           exchange such beneficial interest for a beneficial
                           interest in an Unrestricted Global Security, a
                           certificate from such holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(a)
                           thereof; or

                                    (2)      if the holder of such beneficial
                           interest in a Restricted Global Security proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in an Unrestricted Global
                           Security, a certificate from such holder in the form
                           of Exhibit B hereto, including the certifications in
                           item (3) thereof;

                                       13

<PAGE>

                  and, in each such case set forth in this subparagraph (B), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (A)
or (B) above at a time when an Unrestricted Global Security has not yet been
issued, the Company and the Guarantor shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Securities in an aggregate Original
Principal Amount equal to the aggregate Original Principal Amount of beneficial
interests transferred pursuant to subparagraph (A) or (B) above.

                  Beneficial interests in an Unrestricted Global Security cannot
be exchanged for, or transferred to Persons who take delivery thereof in the
form of, a beneficial interest in a Restricted Global Security.

                  (c) Transfer or Exchange of Beneficial Interests for
Definitive Securities.

                  (i)      Beneficial Interests in Restricted Global Securities
         to Unrestricted Definitive Securities. A holder of a beneficial
         interest in a Restricted Global Security may exchange such beneficial
         interest for an Unrestricted Definitive Security or may transfer such
         beneficial interest to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Security only if:

                           (A)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement; or

                           (B)      the Registrar receives the following:

                                    (1)      if the holder of such beneficial
                           interest in a Restricted Global Security proposes to
                           exchange such beneficial interest for a Definitive
                           Security that does not bear the Private Placement
                           Legend, a certificate from such holder in the form of
                           Exhibit C hereto, including the certifications in
                           item (1)(b) thereof; or

                                    (2)      if the holder of such beneficial
                           interest in a Restricted Global Security proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Security that does not bear the Private
                           Placement Legend, a certificate from such holder in
                           the form of Exhibit B hereto, including the
                           certifications in item (3) thereof;

                  and, in each such case set forth in this subparagraph (B), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on

                                       14

<PAGE>

                  transfer contained herein and in the Private Placement Legend
                  are no longer required in order to maintain compliance with
                  the Securities Act.

                  (ii)     Beneficial Interests in Unrestricted Global
         Securities to Unrestricted Definitive Securities. If any holder of a
         beneficial interest in an Unrestricted Global Security proposes to
         exchange such beneficial interest for a Definitive Security or to
         transfer such beneficial interest to a Person who takes delivery
         thereof in the form of a Definitive Security, then, upon satisfaction
         of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee
         shall cause the aggregate Original Principal Amount of the applicable
         Global Security to be reduced accordingly pursuant to Section 2.06(f)
         hereof, and the Company and the Guarantor shall execute and the Trustee
         shall authenticate and deliver to the Person designated in the
         instructions a Definitive Security in the appropriate Original
         Principal Amount. Any Definitive Security issued in exchange for a
         beneficial interest pursuant to this Section 2.06(c)(ii) shall be
         registered in such name or names and in such authorized denomination or
         denominations as the holder of such beneficial interest shall instruct
         the Registrar through instructions from the Depositary and the
         Participant or Indirect Participant. The Trustee shall deliver such
         Definitive Securities to the Persons in whose names such Securities are
         so registered. Any Definitive Security issued in exchange for a
         beneficial interest pursuant to this Section 2.06(c)(ii) shall not bear
         the Private Placement Legend.

                  (d)      Transfer and Exchange of Definitive Securities for
Definitive Securities. Upon request by a Holder of Definitive Securities and
such Holder's compliance with the provisions of this Section 2.06(d), the
Registrar shall register the transfer or exchange of Definitive Securities.
Prior to such registration of transfer or exchange, the requesting Holder shall
present or surrender to the Registrar the Definitive Securities duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Registrar duly executed by such Holder or by his attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional
certifications, documents and information, as required or requested by the
Trustee.

                  (e)      Legends. The following legends shall appear on the
face of all Global Securities and Definitive Securities issued under this
Indenture unless specifically stated otherwise in the applicable provisions of
this Indenture.

                  (i)      Private Placement Legend.

                           (A)      Except as permitted by subparagraph (B)
                  below, each Global Security and each Definitive Security (and
                  all Securities issued in exchange therefor or substitution
                  thereof) shall bear the legend in substantially the following
                  form:

                 "THIS SECURITY, THE COMMON STOCK INTO WHICH THE NOTES ARE
                  CONVERTIBLE AND THE GUARANTEE HAVE NOT BEEN REGISTERED UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                  OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE
                  GUARANTEE NOR ANY INTEREST OR PARTICIPATION

                                       15

<PAGE>

                  HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
                  TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
                  THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
                  EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

                  THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1)
                  REPRESENTS THAT IT IS A ""QUALIFIED INSTITUTIONAL BUYER" (AS
                  DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES TO
                  OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
                  DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO
                  YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
                  THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF ANY OF
                  THE FOREGOING WAS THE OWNER OF THIS SECURITY (OR ANY
                  PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY
                  SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITY IS
                  ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
                  REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
                  DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES
                  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
                  INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER
                  IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A
                  REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
                  THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER AVAILABLE
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                  ACT, INCLUDING UNDER RULE 144, IF AVAILABLE, SUBJECT TO THE
                  COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,
                  SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO, PRIOR TO THE
                  RESALE RESTRICTION TERMINATION DATE, REQUIRE THE DELIVERY OF
                  AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
                  SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING
                  CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
                  OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
                  TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON
                  THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
                  TERMINATION DATE."

                           (B)      Notwithstanding the foregoing, any Global
                  Security or Definitive Security issued pursuant to
                  subparagraphs (b)(iii), (c)(i), (c)(ii) or (d) to this Section
                  2.06 (and all Securities issued in exchange therefor or
                  substitution thereof) shall not bear the Private Placement
                  Legend.

                           (ii)     Global Security Legend. Each Global Security
                  shall bear a legend in substantially the following form:

                                       16

<PAGE>

                  "THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN
                  THE INDENTURE GOVERNING THE SECURITY) OR ITS NOMINEE IN
                  CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND
                  IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
                  EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
                  MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE,
                  (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN
                  PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
                  GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR
                  CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND
                  (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR
                  DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY."

                           (iii)    U.S. Tax Legend. All Securities shall bear
                  the following legend:

                  "THE NOTES WILL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR
                  U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE FOR EACH
                  NOTE WILL BE $1,000 AND THE ISSUE DATE FOR THE NOTES IS
                  FEBRUARY 11, 2004. THE COMPARABLE YIELD FOR THE NOTES IS 4.58%
                  PER ANNUM, COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE TREATED AS
                  THE YIELD TO MATURITY FOR U.S. FEDERAL INCOME TAX PURPOSES).
                  FOR INFORMATION REGARDING THE YIELD TO MATURITY ON THE NOTES,
                  THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTES, AND THE
                  PROJECTED PAYMENT SCHEDULE FOR THE NOTES, HOLDERS SHOULD
                  CONTACT THE GENERAL COUNSEL OF AMERICAN AXLE & MANUFACTURING
                  HOLDINGS, INC., AT ONE DAUCH DRIVE, DETROIT, MICHIGAN
                  48211-1198."

                  (f) Cancellation and/or Adjustment of Global Securities. At
such time as all beneficial interests in a particular Global Security have been
exchanged for Definitive Securities or a particular Global Security has been
redeemed, repurchased, converted or canceled in whole and not in part, each such
Global Security shall be returned to or retained and canceled by the Trustee in
accordance with Section 2.11 hereof. At any time prior to such cancellation, if
any beneficial interest in a Global Security is exchanged for or transferred to
a Person who shall take delivery thereof in the form of a beneficial interest in
another Global Security or for Definitive Securities, the Original Principal
Amount of Securities represented by such Global Security shall be reduced
accordingly and an endorsement shall be made on such Global Security by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who shall take delivery thereof in the form of a beneficial interest
in another Global Security, such other Global Security shall be increased
accordingly and an endorsement shall be made on such Global Security by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.

                  (g) General Provisions Relating to Transfers and Exchanges.

                                       17

<PAGE>

                  (i)      To permit registrations of transfers and exchanges,
         the Company and the Guarantor shall execute and the Trustee shall
         authenticate Global Securities and, if necessary, Definitive Securities
         upon the Company' order or at the Registrar's request.

                  (ii)     No service charge shall be made to a holder of a
         beneficial interest in a Global Security or to a Holder of a Definitive
         Security for any registration of transfer or exchange, but the Company
         may require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.04, 3.10, 9.05, 11.02
         and 11.04 hereof).

                  (iii)    The Registrar shall not be required to register the
         transfer of or exchange any Security selected for redemption in whole
         or in part, except the unredeemed portion of any Security being
         redeemed in part.

                  (iv)     All Global Securities and Definitive Securities
         issued upon any registration of transfer or exchange of Global
         Securities or Definitive Securities shall be the valid and legally
         binding obligations of the Company, evidencing the same debt, and
         entitled to the same benefits under this Indenture, as the Global
         Securities or Definitive Securities surrendered upon such registration
         of transfer or exchange.

                  (v)      The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Securities during a period
         beginning at the opening of business 15 days before the day of any
         selection of Securities for redemption under Section 3.01 hereof and
         ending at the close of business on the day of selection, or (B) to
         register the transfer of or to exchange any Security so selected for
         redemption in whole or in part, except the unredeemed portion of any
         Security being redeemed in part, or any Security in respect of which a
         Purchase Notice or a Change in Control Purchase Notice has been give
         and not withdrawn by the Holder thereof in accordance with the terms of
         this Indenture, except the portion of any Security not to be purchased.

                  (vi)     Prior to due presentment for the registration of a
         transfer of any Security, the Trustee, any Agent and the Company may
         deem and treat the Person in whose name any Security is registered as
         the absolute owner of such Security for the purpose of receiving
         payment of principal of and interest on such Securities and for all
         other purposes, and none of the Trustee, any Agent or the Company shall
         be affected by notice to the contrary.

                  (vii)    The Trustee shall authenticate Global Securities and
         Definitive Securities in accordance with the provisions of Section 2.02
         hereof.

                  (viii)   All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a registration of transfer or exchange may be
         submitted by facsimile with the original to follow by first class mail.

                  Section 2.07. Replacement Securities. If any mutilated
Security is surrendered to the Trustee or the Company or if the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Security,
the Company and the Guarantor shall issue and the

                                       18

<PAGE>

Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Security if the Trustee's requirements are met. If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Guarantor, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Security is replaced. The Company may
charge for its expenses in replacing a Security.

                  Every replacement Security issued pursuant to this Section
2.07 is an additional obligation of the Company and the Guarantor and shall be
entitled to all of the benefits of this Indenture equally and proportionately
with all other Securities duly issued hereunder.

                  Section 2.08. Outstanding Securities. The Securities
outstanding at any time are all the Securities authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Security effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Security does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Security; however, Securities held by the Company or a Subsidiary of the
Company shall not be deemed to be outstanding for purposes of Section 3.01, 3.06
or 3.07 hereof.

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

                  If the principal amount of any Security is considered paid
under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases
to accrue and the Accreted Principal Amount ceases to increase.

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds, on a Redemption Date, or on the Business Day
following the Purchase Date or the Change in Control Purchase Date, or at
Maturity, money sufficient to pay Securities payable on that date, then on and
after that date such Securities shall be deemed to be no longer outstanding and
interest (including Contingent Cash Interest, if any) and the principal amount
shall cease to accrue or accrete, as the case may be, on such date.

                  In a Security is converted in accordance with Article 11, then
from and after the time of conversion on the Conversion Date, such Security
shall cease to be outstanding and interest (including Contingent Cash Interest,
if any) and the principal amount shall cease to accrue or accrete, as the case
may be, on such date.

                  Section 2.09. Treasury Securities. In determining whether the
Holders of the required Original Principal Amount of Securities have concurred
in any direction, waiver or consent, Securities owned by the Company, the
Guarantor, or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or the Guarantor,
shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction,

                                       19

<PAGE>

waiver or consent, only Securities that a Responsible Officer of the Trustee
actually knows are so owned shall be so disregarded.

                  Section 2.10. Temporary Securities. Until certificates
representing Securities are ready for delivery, the Company and the Guarantor
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of certificated Securities but may have variations that the Company
considers appropriate for temporary Securities and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company and the
Guarantor shall prepare and the Trustee shall authenticate definitive Securities
in exchange for temporary Securities.

                  Holders of temporary Securities shall be entitled to all of
the benefits of this Indenture.

                  Section 2.11. Cancellation. The Company at any time may
deliver Securities to the Trustee for cancellation. The Registrar, Paying Agent
and Conversion Agent shall forward to the Trustee any Securities surrendered to
them for registration of transfer, exchange or payment or conversion. The
Trustee and no one else shall cancel all Securities surrendered for registration
of transfer, exchange, payment, conversion, replacement or cancellation and
shall dispose of such canceled Securities in its customary manner. Subject to
Section 2.07, the Company may not issue new Securities to replace Securities
that it has paid or that have been converted or delivered to the Trustee for
cancellation.

                  Section 2.12. Defaulted Interest. If the Company defaults in a
payment of interest on the Securities, it shall pay the defaulted interest in
any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in
each case at the rate provided in the Securities and in Section 4.01 hereof. The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Security and the date of the proposed payment. The
Company shall fix or cause to be fixed each such special record date and payment
date, provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

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

                  Section 2.14. Calculations. The calculation of the Purchase
Price, Change in Control Purchase Price, Conversion Rate, Sale Price of the
Common Stock and each other

                                       20

<PAGE>

calculation to be made hereunder shall be the obligation of the Company. All
calculations made by the Company as contemplated pursuant to this Section 2.14
or otherwise pursuant to the Securities shall be final and binding on the
Company, the Guarantor and the Holders absent manifest error. The Trustee,
Paying Agent and Conversion Agent shall not be obligated to recalculate,
recompute or confirm any such calculations.

                  Section 2.15. Liquidated Damages. Liquidated damages, if any,
shall be payable with respect to the Securities in accordance with the
provisions and in the amounts set forth in the Registration Rights Agreement.

                                   ARTICLE 3

                                   REDEMPTION

                  Section 3.01. Method and Effect of Redemption. (a) If the
Company elects to redeem the Securities pursuant to the optional redemption
provisions thereof, it must notify the Trustee of the Redemption Date, the
Redemption Price specified in paragraph 6 of the Securities and the Original
Principal Amount of the Securities to be redeemed by delivering written notice
at least 30 days before the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee). Any such notice may be cancelled at any time prior
to notice of such redemption being mailed to any Holder and shall thereby be
void and of no effect. If fewer than all of the Securities are being redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the outstanding Securities not
previously called for redemption, by such method as may be specified by the
terms of such Securities or, if no such method is so specified, by lot, pro rata
or by any other method as the Trustee shall deem fair and appropriate. The
Trustee shall notify the Company promptly in writing of the Securities or
portions of Securities to be called for redemption and, in the case of any
Securities selected for partial redemption, the Original Principal Amount
thereof to be redeemed. Except as otherwise provided as to the Securities, the
Securities and portions thereof that the Trustee selects shall be in amounts
equal to the minimum authorized denomination of Original Principal Amount for
the Securities to be redeemed or any integral multiple thereof, except that if
all of the Securities are to be redeemed, the entire outstanding amount of the
Securities held by such Holder, even if not equal to the minimum authorized
denomination for the Securities, shall be redeemed. Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of
Securities called for redemption.

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

                  (b)      Notice of redemption must be mailed by first-class
mail by the Company or at the Company' request, by the Trustee in the name and
at the expense of the Company, to Holders at the address set forth in the most
recent noteholder list described in Section 2.05 hereof whose Securities are to
be redeemed at least 30 days but not more than 60 days before the

                                       21

<PAGE>

Redemption Date. The notice of redemption will identify the Securities to be
redeemed and will include or state the following:

                  (1)      the Redemption Date;

                  (2)      the Redemption Price fixed in accordance with the
         terms of the Securities to be redeemed, and the accrued interest,
         including Contingent Cash Interest, if any, payable on the Redemption
         Date;

                  (3)      the Conversion Rate;

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

                  (5)      that Securities called for redemption may be
         converted at any time before the close of business on the second
         Business Day immediately preceding the Redemption Date, even if not
         otherwise convertible at such time;

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

                  (7)      that Securities called for redemption must be so
         surrendered to the Paying Agent in order to collect the Redemption
         Price and accrued and unpaid interest, if any, including Contingent
         Cash Interest, if any;

                  (8)      that on the Redemption Date, the Redemption Price
         will become due and payable on Securities called for redemption, and,
         unless the Company defaults in payment of the Redemption Price,
         interest on Securities called for redemption, including Contingent Cash
         Interest, if any, will cease to accrue and the principal amount will
         cease to accrete on and after the Redemption Date;

                  (9)      if less than all the outstanding Securities are to be
         redeemed, the identification (and, in the case of partial redemption,
         the Original Principal Amounts) of the particular Securities to be
         redeemed;

                  (10)     if any Security contains a CUSIP number, no
         representation is being made as to the correctness of the CUSIP number
         either as printed on the Securities or as contained in the notice of
         redemption and that the Holder should rely only on the other
         identification numbers printed on the Securities; and

                  (11)     any other information the Company desires, in its own
         discretion, to present.

                  (c)      Once notice of redemption is sent to the Holders,
Securities called for redemption become due and payable at the Redemption Price
(together with accrued and unpaid cash interest, if any, including Contingent
Cash Interest, if any) on the Redemption Date, and upon surrender of the
Securities called for redemption, the Company shall redeem such Securities at
the Redemption Price, except for Securities that are converted in accordance
with the terms of this Indenture. Commencing on the Redemption Date, Securities
redeemed will

                                       22

<PAGE>

cease to accrue interest and the principal amount of such Securities shall cease
to accrete. Upon surrender of any Security redeemed in part, the Holder will
receive a new Security equal in Original Principal Amount to the unredeemed
portion of the surrendered Security.

                  Section 3.02. Exclusion of Certain Securities From Eligibility
for Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officers' Certificate delivered to the Trustee at least 40 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the
Company or the Guarantor or (b) an entity specifically identified in such
written statement as directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company or the Guarantor.

                  Section 3.03. Deposit of Redemption Price. Prior to 11:00 a.m.
on any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 4.02) an amount of money sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date, unless otherwise specified in or pursuant to the Board
Resolutions) any accrued interest, including Contingent Cash Interest, if any,
on all the Securities or portions thereof which are to be redeemed on that date,
other than Securities or portions of Securities called for redemption which on
or prior thereto have been delivered by the Company to the Trustee for
cancellation or have been converted. The Paying Agent shall as promptly as
practicable return to the Company any money not required for that purpose
because of conversion of Securities pursuant to Article 11 hereof. If such money
is then held by the Company in trust and is not required for such purpose it
shall be discharged from such trust.

                  Section 3.04. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company and the Guarantor shall issue
and, upon the Company's written request, the Trustee shall authenticate for the
Holder at the expense of the Company a new Security equal in Original Principal
Amount to the Original Principal Amount of the unredeemed portion of the
Security surrendered.

                  Section 3.05. Conversion Arrangement on Call for Redemption.
In connection with any redemption of Securities, the Company may arrange for the
purchase and conversion of any Securities called for redemption by an agreement
with one or more investment banks or other purchasers to purchase such
Securities by paying to the Trustee in trust for the Holders of Securities, on
or prior to 10:00 a.m. New York City time on the Redemption Date, an amount
that, together with any amounts deposited with the Trustee by the Company for
the redemption of such Securities, is not less than the Redemption Price of, and
any accrued and unpaid interest (either cash interest or Contingent Cash
Interest) with respect to, such Securities. Notwithstanding anything to the
contrary contained in this Article 3, the obligation of the Company to pay the
Redemption Prices of such Securities shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers. If such an
agreement is entered into, any Securities not duly surrendered for conversion by
the Holders thereof may, at the option of the Company, be deemed, to the fullest
extent permitted by law, acquired by such purchasers from such Holders and
(notwithstanding anything to the contrary contained in Article 11) surrendered
by such purchasers for conversion, all as of immediately prior to the close of

                                       23

<PAGE>

business on the second Business Day prior to the Redemption Date, subject to
payment of the above amount as aforesaid. The Trustee shall hold and pay to the
Holders whose Securities are selected for redemption any such amount paid to it
for purchase and conversion in the same manner as it would moneys deposited with
it by the Company for the redemption of Securities. Without the Trustee's prior
written consent, no arrangement between the Company and such purchasers for the
purchase and conversion of any Securities shall increase or otherwise affect any
of the powers, duties, responsibilities or obligations of the Trustee as set
forth in this Indenture, and the Company agrees to indemnify the Trustee from,
and hold it harmless against, any loss, liability or expense arising out of or
in connection with any such arrangement for the purchase and conversion of any
Securities between the Company and such purchasers, including the costs and
expenses incurred by the Trustee in the defense of any claim or liability
arising out of or in connection with the exercise or performance of any of its
powers, duties, responsibilities or obligations under this Indenture.

                  Section 3.06. Purchase of Securities at Option of the Holder
for Cash. (a) Securities shall be purchased by the Company pursuant to the terms
of the Securities at the option of the Holder thereof on the purchase dates of
February 20, 2011, February 15, 2014 and February 15, 2019 (each a "Purchase
Date"), for cash at the purchase price of $1,000.28 per $1,000 Original
Principal Amount of Securities on February 20, 2011, $1,061.52 per $1,000
Original Principal Amount of Securities on February 15, 2014 and $1,172.58 per
$1,000 Original Principal Amount of Securities on February 15, 2019, plus in
each case accrued and unpaid cash interest, including Contingent Cash Interest,
if any, to the Purchase Date, upon:

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

                           (A) the certificate number of the Security which the
                           Holder will deliver to the purchased (if it is a
                           Definitive Security),

                           (B) the portion of the Original Principal Amount of
                           the Security which the Holder will deliver to be
                           purchased, which portion must be an Original
                           Principal Amount of $1,000 or an integral multiple
                           thereof, and

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

                           and

                           (ii) delivery of such Security to the Paying Agent
                  prior to, on or after the Purchase Date (together with all
                  necessary endorsements) at the offices of the Paying Agent,
                  such delivery being a condition to receipt by the Holder of
                  the Purchase Price therefor; provided, however, that such
                  Purchase Price shall be so paid pursuant to this Section 3.06
                  only if the Security so delivered to the Paying

                                       24

<PAGE>

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

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 3.06, a portion of a Security if the Original Principal Amount
of such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.06 shall be consummated by the delivery of the
consideration to be received by the Holder (together with accrued and unpaid
cash interest, including Contingent Cash Interest, if any) promptly following
the later of the Purchase Date and the time of delivery of the Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
3.06(a) shall have the right to withdraw such Purchase Notice at any time prior
to the close of business on the Business Day prior to the Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 3.08 hereof.

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

                  (b) The Purchase Price of Securities in respect of which a
Purchase Notice pursuant to Section 3.06(a) hereof has been given may only be
paid by the Company with cash equal to the aggregate Purchase Price of such
Securities.

                  (c) The Company shall send a notice (the "Company Notice") to
the Trustee and the Holders (and to beneficial owners as required by applicable
law) not more than 60 Business Days and not less than 20 Business Days prior to
each Purchase Date. Each Company Notice shall include a form of Purchase Notice
to be completed by a Holder of Securities and shall state:

                           (i) the Purchase Price, the Conversion Rate and
                  accrued and unpaid cash interest, if any, including Contingent
                  Cash Interest, if any, that will be accrued and payable with
                  respect to the Securities as of the Purchase Date;

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

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

                           (iv) that Securities must be surrendered to the
                  Paying Agent to collect payment of the Purchase Price and
                  accrued and unpaid cash interest (or accrued and unpaid
                  Contingent Cash Interest), if any;

                           (v) that the Purchase Price for any Security as to
                  which a Purchase Notice has been given and not withdrawn,
                  together with any cash interest payable or any Contingent Cash
                  Interest payable with respect thereto, will be paid promptly

                                       25

<PAGE>

                  following the later of the Purchase Date and the time of
                  surrender of such Security as described in clause (iv);

                           (vi) the procedures the Holder must follow to
                  exercise rights under this Section 3.06 and a brief
                  description of those rights;

                           (vii) briefly, the conversion rights of the
                  Securities and that Holders who want to convert Securities
                  must satisfy the requirements set forth in paragraph 9 of the
                  Securities;

                           (viii) the procedures for withdrawing a Purchase
                  Notice;

                           (ix) that, unless the Company defaults in making
                  payment of such Purchase Price and cash interest, including
                  Contingent Cash Interest, if any, on Securities surrendered
                  for purchase, cash interest will cease to accrue and the
                  principal amount will cease to accrete on such Securities on
                  and after the Purchase Date; and

                           (x) the CUSIP number of the Securities.

                  At the Company's written request, the Trustee shall give the
Company Notice in the Company's name and at the Company's expense; provided,
however, that, in all cases, the text of such Company Notice shall be prepared
by the Company and the Trustee shall have no liability whatsoever with respect
to the contents of such notice.

                  (d) The Company shall deposit cash at the time and in the
manner as provided in Section 3.09 hereof, sufficient to pay the aggregate
Purchase Price of, and any accrued and unpaid cash interest, including any
Contingent Cash Interest, if any, with respect to all Securities to be purchased
pursuant to this Section 3.06.

                  Section 3.07. Purchase of Securities at Option of the Holder
upon Change in Control. (a) If there shall have occurred a Change in Control,
Securities shall be purchased by the Company, at the option of the Holder
thereof, at a purchase price specified in the Securities (the "Change in Control
Purchase Price"), as of the date that is no later than 30 Business Days after
the occurrence of the Change in Control but in no event prior to the date on
which such Change in Control occurs (the "Change in Control Purchase Date").

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

                           (i) any "person" including its Affiliates or
                  Associates (for the purpose of this Section 3.07 only, as the
                  term "person" is used in Section 13(d)(3) or Section 14(d)(2)
                  of the Exchange Act) other than the Company, its Subsidiaries
                  or their employee benefit plans, becomes the beneficial owner
                  (as the term "beneficial owner" is defined under Rule 13d-3 or
                  any successor rule or regulation promulgated under the
                  Exchange Act) of more than 50% of the aggregate voting power
                  of the Company' Capital Stock entitled under ordinary
                  circumstances to elect at least a majority of its directors;
                  or

                                       26

<PAGE>

                           (ii) the Company is consolidated with, or merged
         into, another Person or such other Person is merged into the Company
         (other than a transaction pursuant to which the holders of 50% or more
         of the total voting power of all shares of the Company' Capital Stock
         entitled to vote generally in the election of directors immediately
         prior to such transaction have, directly or indirectly, at least 50% or
         more of the total voting power of all capital stock of the continuing
         or surviving corporation entitled to vote generally in the election of
         directors of such continuing or surviving corporation immediately after
         such transaction).

                  Notwithstanding the foregoing provisions of this Section 3.07,
no Change of Control will be deemed to have occurred in connection with any
merger or similar transaction the purpose of which is to change the state of
incorporation of the relevant Person.

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

                  (b) Within 15 days after the occurrence of a Change in Control
or at the Company's option prior to such Change in Control but after it is
publicly announced, the Company shall mail a written notice of Change in Control
by first-class mail to the Trustee and to each Holder (and to beneficial owners
as required by applicable law). The notice shall include a form of Change in
Control Purchase Notice to be completed by the Holder and shall state:

                           (i) briefly, the events causing a Change in Control
                  and the date or expected date of such Change in Control, and
                  that the purchase of the Securities by the Company may be
                  conditioned on the occurrence of a Change in Control;

                           (ii) the date by which the Change in Control Purchase
                  Notice pursuant to this Section 3.07 must be given;

                           (iii) the Change in Control Purchase Price and any
                  accrued and unpaid cash interest payable with respect to the
                  Securities as of the Change in Control Purchase Date;

                           (iv) the Change in Control Purchase Date;

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

                           (vi) the Conversion Rate and any adjustments thereto
                  resulting from the Change in Control;

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

                                       27

<PAGE>

                           (viii) that Securities must be surrendered to the
                  Paying Agent to collect payment of the Change in Control
                  Purchase Price and accrued and unpaid cash interest, including
                  Contingent Cash Interest, if any;

                           (ix) that the Change in Control Purchase Price for
                  any Security as to which a Change in Control Purchase Notice
                  has been duly given and not withdrawn, together with any
                  accrued and unpaid cash interest payable, including any
                  Contingent Cash Interest, if any, with respect thereto, will
                  be paid promptly following the later of the Change in Control
                  Purchase Date and the time of surrender of such Security as
                  described in Section 3.07(b)(viii) hereof;

                           (x) briefly, the procedures the Holder must follow to
                  exercise rights under this Section 3.07;

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

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

                           (xiii) that, unless the Company defaults in making
                  payment of such Change in Control Purchase Price and cash
                  interest, if any on Securities surrendered for purchase, any
                  cash interest on Securities surrendered for purchase will
                  cease to accrue and the principal amount will cease to accrete
                  on such Securities on and after the Change in Control Purchase
                  Date; and

                           (xiv) the CUSIP number of the Securities.

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

                           (i) the certificate number or numbers of the Security
                  or Securities which the Holder will deliver to be purchased
                  (if it is a Definitive Security);

                           (ii) the portion of the Original Principal Amount of
                  the Security which the Holder will deliver to be purchased,
                  which portion must be $1,000 or an integral multiple thereof;
                  and

                           (iii) that such Security shall be purchased pursuant
                  to the terms and conditions specified in the Securities.

                  The delivery of such Security to the Paying Agent at any time
after the delivery of the Change in Control Purchase Notice (together with all
necessary endorsements) at the offices of the Paying Agent shall be a condition
to the receipt by the Holder of the Change in Control Purchase Price therefor;
provided, however, that such Change in Control Purchase Price shall be so paid
pursuant to this Section 3.07 only if the Security so delivered to the Paying
Agent shall

                                       28

<PAGE>

conform in all respects to the description thereof set forth in the related
Change in Control Purchase Notice.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 3.07, a portion of a Security if the Original Principal Amount
of such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.07 shall be consummated by the delivery of the
consideration to be received by the Holder together with accrued and unpaid cash
interest, if any, including Contingent Cash Interest, if any, promptly following
the later of the Change in Control Purchase Date and the time of delivery of the
Security to the Paying Agent in accordance with this Section 3.07.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Purchase Notice
contemplated by this Section 3.07(c) shall have the right to withdraw such
Change in Control Purchase Notice at any time prior to the close of business on
the Business Day prior to the Change in Control Purchase Date by delivery of a
written notice of withdrawal to the Paying Agent in accordance with Section 3.09
hereof.

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

                  The Company shall not be required to comply with this Section
3.07 if a third party mails a written notice of Change in Control in the manner,
at the times and otherwise in compliance with this Section 3.07 and repurchases
all Securities for which a Change in Control Purchase Notice shall be delivered
and not withdrawn in accordance with this Section 3.07 and the Securities.

                  Section 3.08. Effect of Purchase Notice or Change in Control
Purchase Notice. Upon receipt by the Paying Agent of the Purchase Notice or
Change in Control Purchase Notice specified in Section 3.06(a) or Section
3.07(c) hereof, as applicable, the Holder of the Security in respect of which
such Purchase Notice or Change in Control Purchase Notice, as the case may be,
was given shall (unless such Purchase Notice or Change in Control Purchase
Notice is withdrawn as specified in the following two paragraphs) thereafter be
entitled to receive solely the Purchase Price or Change in Control Purchase
Price, as the case may be, and any accrued and unpaid cash interest, including
any Contingent Cash Interest, with respect to such Security. Such Purchase Price
or Change in Control Purchase Price (which price reflects the Issue Price plus
any increase in the Accreted Principal Amount) and accrued and unpaid cash
interest, including Contingent Cash Interest, if any, shall be paid to such
Holder, subject to receipt of funds and/or Securities by the Paying Agent,
promptly following the later of (x) the Purchase Date or the Change in Control
Purchase Date, as the case may be, with respect to such Security (provided that
the conditions in Section 3.06(a) or Section 3.07(c) hereof, as applicable, have
been satisfied) and (y) the time of delivery of such Security to the Paying
Agent by the Holder thereof in the manner required by Section 3.06(a) or Section
3.07(c) hereof, as applicable. Securities in respect of which a Purchase Notice
or Change in Control Purchase Notice, as the case may be, has been given by the
Holder thereof may not be converted pursuant to Article 11 hereof on or

                                       29

<PAGE>

after the date of the delivery of such Purchase Notice or Change in Control
Purchase Notice, as the case may be, unless such Purchase Notice or Change in
Control Purchase Notice, as the case may be, has first been validly withdrawn as
specified in the following two paragraphs.

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

                           (i) the Original Principal Amount being withdrawn;

                           (ii) the certificate number or numbers of the
                  Security or Securities which are to be withdrawn (if it is a
                  Definitive Security); and

                           (iii) the Original Principal Amount, if any, of the
                  Securities that remain subject to the original Purchase Notice
                  or Change in Control Purchase Notice, as the case may be, and
                  which has been or will be delivered for purchase by the
                  Company.

                  There shall be no purchase of any Securities pursuant to
Section 3.06 or 3.07 hereof if there has occurred (prior to, on or after, as the
case may be, the giving, by the Holders of such Securities, of the required
Purchase Notice or Change in Control Purchase Notice, as the case may be) and is
continuing an Event of Default (other than a default in the payment of the
Purchase Price or Change in Control Purchase Price, as the case may be, and any
accrued and unpaid cash interest or Contingent Cash Interest, if any, with
respect to such Securities). The Paying Agent will promptly return to the
respective Holders thereof any Securities (x) with respect to which a Purchase
Notice or Change in Control Purchase Notice, as the case may be, has been
withdrawn in compliance with this Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Purchase Price or Change in Control Purchase Price, as the case may be, and any
accrued and unpaid cash interest or Contingent Cash Interest, if any, with
respect to such Securities) in which case, upon such return, the Purchase Notice
or Change in Control Purchase Notice with respect thereto shall be deemed to
have been withdrawn.

                  Section 3.09. Deposit of Purchase Price or Change in Control
Purchase Price. Prior to 10:00 a.m., New York City time, on the Business Day
following the Purchase Date or the Change in Control Purchase Date, as the case
may be, the Company shall deposit with the Trustee or with the Paying Agent (or,
if the Company or a Subsidiary or an Affiliate of either of them is acting as
the Paying Agent, shall segregate and hold in trust) an amount of money (in
immediately available funds if deposited on such Business Day) sufficient to pay
the aggregate Purchase Price or Change in Control Purchase Price, as the case
may be, of, and any accrued and unpaid cash interest including Contingent Cash
Interest, if any, with respect to all the Securities or portions thereof which
are to be purchased as of the Purchase Date or Change in Control Purchase Date,
as the case may be.

                                       30

<PAGE>

                  Section 3.10. Securities Purchased in Part. Any Security which
is to be purchased only in part shall be surrendered at the office of the Paying
Agent (with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company and the Guarantor shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge, a new Security or Securities, of any authorized denomination as
requested in writing by such Holder in aggregate Original Principal Amount equal
to, and in exchange for, the portion of the Original Principal Amount of the
Security so surrendered which is not purchased.

                  Section 3.11. Repayment to the Company. The Trustee and the
Paying Agent shall promptly return to the Company any cash that remains
unclaimed as provided in Section 10.02, together with interest thereon (subject
to the provisions of Section 7.01 hereof), held by them for the payment of the
Purchase Price or Change in Control Purchase Price, as the case may be, or cash
interest, if any, including Contingent Cash Interest, if any; provided, however,
that to the extent that the aggregate amount of cash deposited by the Company
pursuant to Section 3.09 hereof exceeds the aggregate Purchase Price or Change
in Control Purchase Price, as the case may be, of, and the accrued and unpaid
cash interest, if any, including Contingent Cash Interest, if any, with respect
to, the Securities or portions thereof which the Company is obligated to
purchase as of the Purchase Date or Change in Control Purchase Date, as the case
may be, whether as a result of withdrawal or otherwise, then promptly after the
second Business Day following the Purchase Date or Change in Control Purchase
Date, as the case may be, the Trustee shall return any such excess to the
Company together with interest thereon (subject to the provisions of Section
7.01 hereof).

                                    ARTICLE 4

                                    COVENANTS

                  Section 4.01. Payment of Securities. The Company shall
promptly make all payments in respect of the Securities on the dates and in the
manner provided in the Securities or pursuant to this Indenture. Any amounts to
be given to the Trustee or Paying Agent, shall be deposited with the Trustee or
Paying Agent by 11:00 a.m., New York City time, by the Company. Original
Principal Amount, Issue Price plus any increases in the Accreted Principal
Amount, Redemption Price, Purchase Price, Change in Control Purchase Price, cash
interest and Contingent Cash Interest, if any, shall be considered paid on the
applicable date due if on such date (or, in the case of a Purchase Price or
Change in Control Purchase Price, on the Business Day following the applicable
Purchase Date or Change in Control Purchase Date, as the case may be) the
Trustee or the Paying Agent holds, in accordance with this Indenture, money or
securities, if permitted hereunder, sufficient to pay all such amounts then due.

                  Section 4.02. Maintenance of Office or Agency. The Company
will maintain in Borough of Manhattan, The City of New York, an office or agency
where the Securities may be presented or surrendered for payment, where the
Securities may be surrendered for registration of transfer, exchange,
redemption, purchase or conversion and where notices and demands to or

                                       31

<PAGE>

upon the Company in respect of the Securities and this Indenture may be served.
The office of the Trustee at 101 Barclay Street, Floor 8W, New York, New York
10286, Attention: Corporate Trust Administration, shall be such office for such
aforesaid purposes. The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency. If at
any time the Company shall fail to maintain any such required office of agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demand may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

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

                  Section 4.03. Compliance Certificate. (a) The Company and the
Guarantor will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, an Officers'
Certificate, one of the signers of which shall be the principal executive
officer, principal financial officer or principal accounting officer of the
Company or the Guarantor, as the case may be, stating whether or not to the best
knowledge of the signers thereof the Company or the Guarantor, as the case may
be, is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company or the
Guarantor shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

                  (b) The Company and the Guarantor shall, so long as any of the
Securities are outstanding, deliver to the Trustee, forthwith, but in no event
later than 30 Business Days, upon any Officer becoming aware of any event which
after notice or lapse of time would become a Default or Event of Default under
clauses (4) or (5) of Section 6.01, a notice specifying such Default or Event of
Default and what action the Company or the Guarantor, as the case may be, is
taking or proposes to take with respect thereto.

                  Section 4.04. Existence. Subject to Article 5, the Company and
the Guarantor will do or cause to be done all things necessary to preserve and
keep in full force and effect its respective existence, rights (charter and
statutory) and franchises; provided, however, that the Company and the Guarantor
shall not be required to preserve any such right or franchise if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company or the Guarantor, as the case may
be, and that the loss thereof is not disadvantageous in any material respect to
the Holders.

                  Section 4.05. SEC and Other Reports. The Company shall deliver
to the Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and of the information, documents and

                                       32

<PAGE>

other reports (or copies of such portions of any of the foregoing as the SEC may
by rules and regulations prescribe) which the Company is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also
shall comply with the provisions of TIA Section 314(a). Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of the same shall not constitute constructive
notice of any information contained therein or determinable from information
contained therein, including the Company's compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

                  Section 4.06. Further Instruments and Acts. Upon request of
the Trustee, the Company will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

                  Section 4.07. Covenant to Comply With Securities Laws Upon
Purchase of Securities. In connection with any offer to purchase or purchase of
Securities under Section 3.06 or 3.07 hereof (provided that such offer or
purchase constitutes an "issuer tender offer" for purposes of Rule 13e-4 (which
term, as used herein, includes any successor provision thereto) under the
Exchange Act at the time of such offer or purchase), the Company and the
Guarantor shall to the extent applicable (a) comply with Rule 13e-4 and Rule
14e-1 under the Exchange Act, (b) file the related Schedule TO (or any successor
schedule, form or report) under the Exchange Act, and (c) otherwise comply with
all federal and state securities laws so as to permit the rights and obligations
under Sections 3.06 and 3.07 hereof to be exercised in the time and in the
manner specified in Sections 3.06 and 3.07 hereof.

                  Section 4.08. Delivery of Certain Information. At any time
when the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon
the request of a Holder or any beneficial holder of Securities or shares of
Common Stock which are restricted securities issued upon conversion thereof, the
Company will promptly furnish or cause to be furnished Rule 144A Information (as
defined below) to such Holder or any beneficial holder of Securities or holder
of shares of Common Stock issued upon conversion of Securities, or to a
prospective purchaser of any such security designated by any such holder, as the
case may be, to the extent required to permit compliance by such Holder or
holder with Rule 144A under the Securities Act in connection with the resale of
any such security. "Rule 144A Information" shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act.

                  Section 4.09. Tax Treatment of Securities. The Company agrees,
and by acceptance of a Security, each holder hereof is deemed to have agreed,
with respect to each of the matters set forth below, as follows:

         (a)      Tax Treatment:

                  (i)      to treat the Securities as indebtedness of the
         Company for all tax purposes;

                  (ii)     to treat the Securities as indebtedness that are
         subject to the special regulations governing contingent payment debt
         instruments that are contained in U.S. Treasury Regulation section
         1.1275-4; and

                                       33

<PAGE>

                  (iii)    to treat any payment to and receipt by a Holder of
         Common Stock upon conversion of a Security as a contingent payment
         under U.S. Treasury Regulation section 1.1275-4(b) that will result in
         an adjustment under U.S. Treasury Regulation section 1.1275-4(b)(3)(iv)
         and U.S. Treasury Regulation section 1.1275-4(b)(6).

         (b)      Comparable Yield and Projected Payment Schedule. Solely for
purposes of applying U.S. Treasury Regulation section 1.1275-4 to the
Securities:

                  (i)      for United States federal income tax purposes, to
         accrue interest with respect to outstanding Securities as original
         issue discount according to the "noncontingent bond method," as set
         forth in U.S. Treasury Regulation section 1.1275-4(b);

                  (ii)     the comparable yield, as defined in U.S. Treasury
         Regulation section 1.1275-4(b)(4)(i), for the Securities is 4.58%,
         compounded semi-annually;

                  (iii)    the projected payment schedule, as defined in U.S.
         Treasury Regulation section 1.1275-4(b)(4)(ii) is the schedule found at
         Annex A of this Indenture; and

                  (iv)     the Company acknowledges and agrees, and each Holder
         and any beneficial owner of a Security, by its purchase of a Security
         shall be deemed to acknowledge and agree, that (A) the projected
         payment schedule is determined on the basis of an assumption of linear
         growth of stock price and a constant dividend yield, (B) the comparable
         yield and the projected payment schedule are not determined for any
         other purpose other than for the purposes of applying U.S. Treasury
         Regulation section 1.1275-4(b) to the Securities and (C) the comparable
         yield and the projected payment schedule do not constitute a projection
         or representation regarding the actual amounts payable on the
         Securities.

                  Section 4.10. Calculation of Certain Amounts. The Company
shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily
rates and accrual periods) accrued on outstanding Securities as of the end of
such year and (ii) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code of 1986,
as amended from time to time.

                                    ARTICLE 5

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

                  Section 5.01. Consolidations and Mergers of Company Permitted
Subject to Certain Conditions. The Company or the Guarantor shall not
consolidate with or merge into any other Person or convey, transfer or lease its
respective properties and assets substantially as an entirety to any Person,
unless:

                                       34

<PAGE>

                  (a)      the corporation formed by such consolidation or into
         which the Company or the Guarantor, as the case may be, is merged or
         the Person which acquires by conveyance or transfer, or which leases,
         the properties and assets of the Company or the Guarantor, as the case
         may be, substantially as an entirety shall be a corporation organized
         and existing under the laws of the United States, any state thereof or
         the District of Columbia and such corporation (if other than the
         Company or the Guarantor, as the case may be) expressly assumes by an
         indenture supplemental hereto, executed and delivered to the Trustee,
         in form reasonably satisfactory to the Trustee, all of the obligations
         of the Company or the Guarantor, as the case may be, under the
         Securities and this Indenture;

                  (b)      immediately after giving effect to such transaction,
         no Event of Default, and no event which, after notice or lapse of time
         or both, would become an Event of Default, shall have occurred and be
         continuing; and

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

                  In the case of any such consolidation, merger, conveyance,
transfer or lease, the successor entity will succeed to and be substituted for
the Company or the Guarantor, as the case may be, as obligor on, or successor
of, the Notes or the Guarantee, as the case may be, with the same effect as if
it had been named therein as the Company or Guarantor; and thereafter the
Company or the Guarantor, as the case may be, shall be discharged from all
obligations under this Indenture and the Notes or the Guarantee, as the case may
be.

                  Section 5.02. Rights and Duties of Successor Corporation. Upon
any consolidation of the Company or the Guarantor with, or merger of the Company
or the Guarantor into, any other Person or any conveyance, transfer or lease of
the properties and assets of the Company or the Guarantor substantially as an
entirety in accordance with Section 5.01, the successor Person formed by such
consolidation or into which the Company or the Guarantor is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company or the Guarantor, as
the case may be, under this Indenture with the same effect as if such successor
Person had been named as the Company or the Guarantor, as the case may be,
herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the
Securities.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

                  Section 6.01. Events of Default. "Event of Default," wherever
used herein with respect to the Securities, shall mean any one of the following
events (whatever the reason for

                                       35

<PAGE>

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):

                  (1)      default in the payment of any principal amount
         (including the Accreted Principal Amount) at maturity or any Redemption
         Price, Purchase Price, or Change in Control Purchase Price due with
         respect to the Securities, when the same become due and payable; or

                  (2)      default in payment of any interest (including
         Contingent Cash Interest) under the Securities, which default continues
         for 30 days; or

                  (3)      the Guarantee ceases to be in full force and effect
         or is declared null and void or the Guarantor denies that it has any
         further liability under its guarantee to the Security Holders, or has
         given notice to such effect (other than by reason of the termination of
         this Indenture or the release of such guarantee in accordance with this
         Indenture), and such condition shall have continued for period of 30
         days after there has been given, by registered or certified mail, to
         the Company by the Trustee or to the Company and the Trustee by the
         Holders of at least 25% in Original Principal Amount of the outstanding
         Securities a written notice specifying such default or breach and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder; or

                  (4)      default in the performance, or breach, of any
         covenant or warranty of the Company or the Guarantor in this Indenture
         (other than a covenant or warranty a default in whose performance or
         whose breach is elsewhere in this Section specifically dealt with), and
         continuance of such default or breach for a period of 30 days after
         there has been given, by registered or certified mail, to the Company
         by the Trustee or to the Company and the Trustee by the Holders of at
         least 25% in Original Principal Amount of the outstanding Securities a
         written notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder, or

                  (5)      default in the payment of principal when due or
         resulting in acceleration of other Indebtedness of the Company, the
         Guarantor or any Significant Subsidiary for borrowed money where the
         aggregate principal amount with respect to which the default or
         acceleration has occurred exceeds $50 million and such acceleration has
         not been rescinded or annulled or such Indebtedness repaid within a
         period of 30 days after written notice to the Company by the Trustee or
         to the Company and the Trustee by the Holders of at least 25% in
         Original Principal Amount at maturity of the Securities then
         outstanding; provided that if any such default is cured, waived,
         rescinded or annulled, then the Event of Default by reason thereof
         would be deemed not to have occurred; or

                  (6)      the entry by a court having jurisdiction in the
         premises of (A) a decree or order for relief in respect of the Company
         or the Guarantor in an involuntary case or proceeding under Bankruptcy
         Law or (B) a decree or order adjudging the Company or the Guarantor a
         bankrupt or insolvent, or approving as properly filed a petition
         seeking reorganization, arrangement, adjustment or composition of or in
         respect of the Company or the Guarantor under any applicable Federal or
         State law, or appointing a custodian,

                                       36

<PAGE>

         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or the Guarantor or of any substantial part of
         its property, or ordering the winding up or liquidation of its affairs,
         and the continuance of any such decree or order for relief or any such
         other decree or order unstayed and in effect for a period of 60
         consecutive days; or

                  (7)      the commencement by the Company or the Guarantor of a
         voluntary case or proceeding under Bankruptcy Law or of any other case
         or proceeding to be adjudicated a bankrupt or insolvent, or the consent
         by it to the entry of a decree or order for relief in respect of the
         Company or the Guarantor is an involuntary case or proceeding under
         Bankruptcy Law or to the commencement of any bankruptcy or insolvency
         case or proceeding against it, or the filing by it of a petition or
         answer or consent seeking reorganization or relief under any applicable
         Federal or State law, or the consent by it to the filing of such
         petition or to the appointment of or taking possession by a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or similar
         official of the Company or the Guarantor or of any substantial part of
         its property, or the making by it of an assignment for the benefit of
         creditors, or the admission by it in writing of its inability to pay
         its debts generally as they become due.

                  Section 6.02. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default occurs and is continuing, then the Trustee or
the Holders of not less than 25% in Original Principal Amount of the Securities
then outstanding may declare the Accreted Principal Amount of all of the
Securities and any accrued and unpaid cash interest and Contingent Cash
Interest, if any, through the date of such declaration, to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such Accreted Principal Amount and
any accrued and unpaid cash interest and Contingent Cash Interest, if any, shall
become immediately due and payable.

                  At any time after such a declaration of acceleration with
respect to the Securities has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Section provided, the Holders of a majority in Original Principal Amount of the
outstanding Securities, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:

                  (1)      the Company has paid or deposited with the Trustee a
         sum sufficient to pay

                           (A)      all overdue interest and Contingent Cash
                  Interest, if any, on all Securities,

                           (B)      to the extent that payment of such interest
                  is enforceable under applicable law, interest upon overdue
                  interest to the date of such payment or deposit at the rate or
                  rates prescribed therefor in such Securities or, if no such
                  rate or rates are so prescribed, at the rate borne by the
                  Securities during the period of such default, and

                                       37

<PAGE>

                           (C)      all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel;

                  and

                  (2)      all Events of Default with respect to the Securities,
         other than the non-payment of the Accreted Principal Amount of the
         Securities which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 6.13.

If an Event of Default described in clause (6) or (7) occurs and is continuing,
then the Accreted Principal Amount of all the Securities issued under this
Indenture and then outstanding, together with any accrued and unpaid cash
interest and Contingent Cash Interest, if any, through the occurrence of such
Event of Default, shall become and be due and payable immediately, without any
declaration or other act by the Trustee or any other Holder.

No such waiver or rescission and annulment shall affect any subsequent Default
or impair any right consequent thereon.

                  Section 6.03. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that (1) in case default shall be
made in the payment of any installment of cash interest, including Contingent
Cash Interest, if any, on the Securities, as and when the same shall become due
and payable, and such default shall have continued for a period of 90 days, or
(2) in case default shall be made in the payment of the principal, including the
Accreted Principal Amount, on the Securities on their Maturity and such default
shall have continued for a period of five business days then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of the Holders of
such Securities, the whole amount that then shall have become due and payable on
the Securities for principal, including the Accreted Principal Amount, or cash
interest, including Contingent Cash Interest, if any, or both, as the case may
be, with interest upon the overdue principal, including the Accreted Principal
Amount, and (to the extent that payment of such interest is enforceable under
applicable law) upon overdue installments of cash interest, including Contingent
Cash Interest, if any, at the rate borne by the Securities during the period of
such default; and, in addition thereto, such further amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or bad faith.

                  If an Event of Default with respect to the Securities occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce is rights and the rights of the Holders of the Securities by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

                  Section 6.04. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment,

                                       38

<PAGE>

composition or other judicial proceeding relative to the Company or the
Guarantor or any other obligor upon the Securities or the property of the
Company or the Guarantor or of such other obligor or their creditors, the
Trustee, irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest, shall be emitted and
empowered, by intervention in such proceeding or otherwise,

                  (i)      to file and prove a claim for the whole amount of
         principal, including the Accreted Principal Amount, if any, and
         interest, including Contingent Cash Interest, if any, owing and unpaid
         in respect of the Securities and to file such other papers or documents
         as may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel) and
         of the Holders allowed in such judicial proceeding; and

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

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

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

                  Section 6.05. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such 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 agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

                  Section 6.06. Application of Money Collected. Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or interest, including
Contingent Cash Interest, if any, upon presentation of the Securities and the
notation thereon of 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 7.07;

                                       39

<PAGE>

                  SECOND: To the payment of the amounts then due and unpaid for
         the principal amount, including the Accreted Principal Amount,
         Redemption Price, Purchase Price, Change in Control Purchase Price or
         cash interest, including Contingent Cash Interest, if any, on the
         Securities in respect of which or for the benefit of which such money
         has been collected, ratably, without preference or priority of any
         kind, according to such amounts due and payable on such Securities; and

                  THIRD: To the payment of the remainder, if any, to the
         Company, its successors or assigns or to whosoever may be lawfully
         entitled to receive the same, or as a court of competent jurisdiction
         may direct.

                  Section 6.07. Limitation on Suits. No Holder of any Securities
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:

                  (1)      such Holder shall have previously given written
         notice to the Trustee of a continuing Event of Default with respect to
         the Securities;

                  (2)      the Holders of not less than 25% in Original
         Principal Amount of the Securities then outstanding shall have made
         written request to the Trustee to institute proceedings in respect of
         such Event of Default in its own name as Trustee hereunder;

                  (3)      such Holder or Holders shall have offered to the
         Trustee reasonable indemnity satisfactory to it against the costs,
         expenses and liabilities to be incurred in compliance with such
         request;

                  (4)      the Trustee for 60 days after its receipt of such
         notice, request and offer of indemnity shall have failed to institute
         any such proceeding; and

                  (5)      no direction inconsistent with such written request
         shall have been given to the Trustee pursuant to Section 6.12 during
         such 60-day period by the Holders of a majority in Original Principal
         Amount of the Securities then outstanding;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable and common benefit of
all of such Holders.

                  Section 6.08. Unconditional Right of Holders to Receive
Payments. Notwithstanding any other provision in this Indenture, the Holder of
any Securities shall have the right, which is absolute and unconditional, to
receive payment of the Original Principal Amount, the Accreted Principal Amount,
Redemption Price, Purchase Price, Change in Control Purchase Price and cash
interest, including Contingent Cash Interest, if any, on such Securities on the
respective due dates expressed in the Securities or any Redemption Date, and to
convert the Securities in accordance with Article 11 hereof, and to institute
suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.

                                       40

<PAGE>

                  Section 6.09. Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Guarantor, the Trustee and the Holders shall be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

                  Section 6.10. Rights and Remedies Cumulative. Except as
otherwise provided with respect to replacement Securities pursuant to Section
2.07, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                  Section 6.11. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

                  Section 6.12. Control by Holders. The Holders of a majority in
aggregate Original Principal Amount of the outstanding Securities 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, with respect to the Securities; provided, however, that:

                  (1)      such direction shall not be in conflict with any rule
         of law or with this Indenture,

                  (2)      the Trustee may take any other action deemed proper
         by the Trustee which is not inconsistent with such direction,

                  (3)      such direction is not unduly prejudicial to the
         rights of Holders not taking part in such direction, and

                  (4)      such direction would not involve the Trustee in
         personal liability, as the Trustee, upon being advised by counsel,
         shall reasonably determine.

                  Section 6.13. Waiver of Past Defaults. Subject to Section
6.02, the Holders of a majority in aggregate Original Principal Amount of the
outstanding Securities, by written notice to the Trustee (and without notice to
any other Holder), may on behalf of the Holders of all of the Securities waive
an existing Default and its consequences except (a) an Event of Default
described in Section 6.01(1) or (2), (b) a Default in respect of a provision
that under Section 9.02

                                       41

<PAGE>

cannot be amended without the consent of each Holder affected or (c) a Default
which constitutes a failure to convert any Security in accordance with the terms
of Article 11. When a Default is waived, such Default shall cease to exist and
any Event of Default arising therefrom shall be deemed cured for every purpose
of the Indenture, but no such waiver shall extend to any subsequent or other
Default or impair any consequent right. This Section 6.13 shall be in lieu of
Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby expressly
excluded from this Indenture, as permitted by the TIA.

                  Section 6.14. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Security 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, suffered 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; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in Original Principal Amount of the outstanding Securities, or to any
suit instituted by any Holder pursuant to Section 6.08. This Section 6.14 shall
be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby
expressly excluded from this Indenture, as permitted by the TIA.

                  Section 6.15. Waiver of Stay or Extension Laws. Each of the
Company and the Guarantor covenant (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and each of the Company and the Guarantor
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

                                   ARTICLE 7

                                     TRUSTEE

                  Section 7.01. Duties of Trustee. (a) If an Event of Default
has occurred and is continuing, 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 its exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

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

                  (i)      the duties of the Trustee shall be determined solely
         by the express provisions of this Indenture and the Trustee need
         perform only those duties that are specifically set forth in this
         Indenture and no others, and no implied covenants or obligations shall
         be read into this Indenture against the Trustee; and

                                       42

<PAGE>

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

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

                  (i)      this paragraph does not limit the effect of paragraph
         [(b)] of this Section;

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

                  (iii)    the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.12 hereof.

                  (c) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), and (c) of this Section.

                  (d) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee shall be
under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders, unless such Holder shall have offered
to the Trustee security and indemnity satisfactory to it against any loss,
liability or expense.

                  (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money or assets held in trust by the Trustee need not be segregated from other
funds or assets except to the extent required by law.

                  Section 7.02. Rights of Trustee. (a) The Trustee may
conclusively rely upon any document (whether in its original or facsimile form)
believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the
document.

                  (b) Before the Trustee acts or refrains from acting, it may
consult with counsel and may require an Officers' 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 such Officers' Certificate or Opinion
of Counsel. The Trustee may consult with counsel and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted by
it hereunder in good faith and in reliance thereon.

                                       43

<PAGE>

                  (c) The Trustee may act through its attorneys and agents and
shall not be responsible for the misconduct or negligence of any agent or
attorney appointed with due care.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.

                  (e) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

                  (f) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders unless such Holders shall have offered to the
Trustee reasonable security or indemnity satisfactory to it against the costs,
expenses and liabilities that might be incurred by it in compliance with such
request or direction.

                  (g) The Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (i) any Event of Default occurring pursuant
to Section 6.01(1) or (2) or (ii) any Event of Default of which the Trustee
shall have received written notification or otherwise obtained actual knowledge.

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

                  (i) In no event shall the Trustee be responsible or liable for
special, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.

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

                  Section 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company, the Guarantor or any Affiliate of the
Company or the Guarantor with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as Trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

                  Section 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities or any money paid

                                       44

<PAGE>

to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the
Securities or any other document in connection with the sale of the Securities
or pursuant to this Indenture other than its certificate of authentication.

                  Section 7.05. Notice of Defaults. If a Default or Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to the Holders of the Securities a notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a Default or Event
of Default described in Section 6.01(1) or (2), the Trustee may withhold the
notice if and so long as the Board of Directors, the executive committee or a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Securities.

                  Section 7.06. Reports by Trustee to the Holders of the
Securities. Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Securities remain outstanding,
the Trustee shall mail to the Holders of the Securities a brief report dated as
of such reporting date that complies with TIA Section 313(a) (but if no event
described in TIA Section 313(a) has occurred within the twelve months preceding
the reporting date, no report need be transmitted). The Trustee also shall
comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all
reports as required by TIA Section 313(c).

                  A copy of each report at the time of its mailing to the
Holders of the Securities shall be mailed to the Company and filed with the SEC
and each stock exchange on which the Securities are listed in accordance with
TIA Section 313(d). The Company shall promptly notify the Trustee when the
Securities are listed on any securities exchange or of any delisting thereof.

                  Section 7.07. Compensation and Indemnity. Each of the Company
and the Guarantor shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company and the Guarantor, jointly and
severally, shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

                  Each of the Company and the Guarantor, jointly and severally,
shall indemnify the Trustee and its agents against any and all losses,
liabilities, claims, damages or expenses (including compensation, fees,
disbursements and expenses of Trustee's Agents and counsel) incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company and the Guarantor (including this Section 7.07)
and defending itself against any claim (whether asserted by the Company, the
Guarantor or any Holder or any other person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the
extent any such loss, liability or expense is judicially determined to have been
caused by its own negligence or willful misconduct. The Trustee shall notify the
Company and the Guarantor promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so

                                       45

<PAGE>

notify the Company and the Guarantor shall not relieve the Company or the
Guarantor of its obligations hereunder. The Company and the Guarantor shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Company and the Guarantor shall pay the reasonable
fees and expenses of such counsel. The Company and the Guarantor need not pay
for any settlement made without its consent, which consent shall not be
unreasonably withheld.

                  The obligations of the Company and the Guarantor under this
Section 7.07 shall survive the satisfaction and discharge of this Indenture and
resignation or removal of the Trustee.

                  To secure the Company's and the Guarantor's payment
obligations in this Section 7.07, the Trustee shall have a Lien prior to the
Securities on all money or property held or collected by the Trustee, except
that held in trust to pay the Accreted Principal Amount, Redemption Price,
Purchase Price, Change in Control Purchase Price or cash interest, including
Contingent Cash Interest, if any, on particular Securities. Such Lien shall
survive the satisfaction and discharge of this Indenture. The Trustee's right to
receive payment of any amounts due under this Section 7.07 shall not be
subordinated to any other liability or Indebtedness of the Company or the
Guarantor.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
Agents and counsel) are intended to constitute expenses of administration under
Bankruptcy Law.

                  The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

                  Section 7.08. Replacement of Trustee. A resignation or removal
of the Trustee and appointment of a successor Trustee shall become effective
only upon the successor Trustee's acceptance of appointment as provided in this
Section 7.08.

                  The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Company. The
Holders of a majority in Original Principal Amount of the then outstanding
Securities may remove the Trustee by so notifying the Trustee and the Company in
writing. The Company may remove the Trustee if:

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

                  (b) the Trustee is adjudged a bankrupt or an insolvent or an
         order for relief is entered with respect to the Trustee under
         Bankruptcy Law;

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

                  (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in Original Principal Amount of the

                                       46

<PAGE>

then outstanding Securities may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Securities of at least 10% in Original Principal
Amount of the then outstanding Securities may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
Trustee.

                  If the Trustee, after written request by any Holder of a
Security who has been a Holder of a Security for at least six months, fails to
comply with Section 7.10, such Holder of a Security may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Securities. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee; provided
all sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's and the Guarantor's obligations
under Section 7.07 hereof shall continue for the benefit of the retiring
Trustee.

                  Section 7.09. Successor Trustee by Merger, Etc. If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee.

                  Section 7.10. Eligibility; Disqualification. There shall at
all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof
that is authorized under such laws to exercise corporate trustee power, that is
subject to supervision or examination by federal or state authorities and that
has a combined capital and surplus of at least $50 million as set forth in its
most recently published annual report of condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities, or certificates of interest or participation in other securities, of
the Company or the Guarantor are outstanding, if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met.

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

                                       47

<PAGE>

                                    ARTICLE 8

                                    GUARANTEE

                  Section 8.01. Guarantee. Subject to this Article 8, the
Guarantor hereby absolutely, unconditionally and irrevocably guarantees the
Securities and obligations of the Company hereunder and thereunder, and
guarantees to each Holder of a Security authenticated and delivered by the
Trustee in accordance with the terms hereof, and to the Trustee for itself and
on behalf of such Holder, that: (a) the Accreted Principal Amount of and cash
interest, including Contingent Cash Interest, if any, on the Securities will be
paid in full when due, whether at Stated Maturity (including, without
limitation, the amount that would become due but for the operation of the
automatic stay under Section 362(a) of federal Bankruptcy Law), by acceleration,
redemption, purchase or otherwise, together with interest on the overdue
principal, if any, and interest on any overdue interest, to the extent lawful,
all in accordance with the terms hereof and thereof; and (b) in case of any
extension of time of payment or renewal of the Securities, the same shall be
paid in full when due in accordance with the terms of the extension or renewal,
whether at Stated Maturity, by acceleration, redemption, purchase or otherwise,
subject, however, in the case of clauses (a) and (b) above, to the limitation
set forth in Section 8.05 hereof.

                  The Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder with respect to any
provisions hereof or thereof, the recovery of any judgment against the Company,
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of the Guarantor.

                  The Guarantor hereby waives (to the extent permitted by law)
the benefits of diligence, presentment, demand for payment, filing of claims
with a court in the event of insolvency or bankruptcy of the Company, any right
to require a proceeding first against the Company or any other Person, protest,
notice and all demands whatsoever and covenants that the Guarantee shall not be
discharged as to the Securities except by complete performance of the
obligations contained in such Securities, this Indenture and the Guarantee. The
Guarantor acknowledges that the Guarantee is a guarantee of payment and not of
collection.

                  The Guarantor hereby agrees that, in the event of a default in
payment of the Accreted Principal Amount of or cash interest, including
Contingent Cash Interest, if any, on the Securities, whether at Stated Maturity,
by acceleration, redemption, purchase or otherwise, legal proceedings may be
instituted by the Trustee on behalf of, or by, the Holder of such Securities,
subject to the terms and conditions set forth in this Indenture, directly
against the Guarantor to enforce the Guarantee without first proceeding against
the Company. The Guarantor agrees that if, after the occurrence and during the
continuance of an Event of Default, the Trustee or any of the Holders are
prevented by applicable law from exercising their respective rights to
accelerate the Maturity of the Securities, to collect interest on the
Securities, or to enforce or exercise any other right or remedy with respect to
the Securities, the Guarantor shall pay to the Trustee for the account of the
Holder, upon demand therefor, the amount that would otherwise have been due

                                       48

<PAGE>

and payable had such rights and remedies been permitted to be exercised by the
Trustee or any of the Holders.

                  If any Holder or the Trustee is required by any court or
otherwise to return to the Company or the Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Guarantor, any amount paid by any of them to the Trustee or such Holder, the
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

                  The Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Company
for liquidation, reorganization, should the Company become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company' assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Securities
are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on the Securities, whether as a
"voidable preference", "fraudulent transfer" or otherwise, all as though such
payment or performance had not been made. In the event that any payment or any
part thereof is rescinded, reduced, restored or returned, the Securities shall,
to the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned. The form
of Guarantee is attached hereto as Exhibit D.

                  Section 8.02. Severability. In case any provision of the
Guarantee shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

                  Section 8.03. Priority of Guarantee. The Guarantee shall be
unsecured and unsubordinated obligations of the Guarantor, ranking pari passu
with all other existing and future unsubordinated and unsecured indebtedness of
the Guarantor.

                  Section 8.04. Limitation of Guarantor's Liability. The
Guarantor and by its acceptance hereof each Holder confirms that it is the
intention of all such parties that the Guarantee does not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law or the provisions of its local law relating to fraudulent
transfer or conveyance. To effectuate the foregoing intention, the Holders and
the Guarantor hereby irrevocably agree that the obligations of the Guarantor
under the Guarantee shall be limited to the maximum amount that will not, after
giving effect to all other contingent and fixed liabilities of the Guarantor
result in the obligations of the Guarantor under the Guarantee constituting such
fraudulent transfer or conveyance.

                  Section 8.05. Subrogation. The Guarantor shall be subrogated
to all rights of Holders against the Company in respect of any amounts paid by
the Guarantor pursuant to the provisions of Section 8.01; provided, however,
that, if an Event of Default has occurred and is continuing, the Guarantor shall
not be entitled to enforce or receive any payments arising out of, or based
upon, such right of subrogation until all amounts then due and payable by the
Company under this Indenture or the Securities shall have been paid in full.

                                       49

<PAGE>

                  Section 8.06. Reinstatement. The Guarantor hereby agrees that
the Guarantee provided for in Section 8.01 shall continue to be effective or be
reinstated, as the case may be, if at any time, payment, or any part thereof, of
any obligations or interest thereon is rescinded or must otherwise be restored
by a Holder to the Company upon the bankruptcy or insolvency of the Company or
the Guarantor.

                  Section 8.07. Release of the Guarantor. Concurrently with the
discharge of the Securities under Section 10.01, the Guarantor shall be released
from all obligations under its Guarantee under this Article 8.

                  So long as no Default exists or, upon the occurrence of the
following events, with notice or lapse of time or both, would exist, the
Guarantee and any Liens securing the Guarantee shall be automatically and
unconditionally released and discharged upon: any sale, exchange, transfer to
any Person that is not an Affiliate of the Company of all of the Company'
Capital Stock in the Guarantor, which transaction is otherwise in compliance
with this Indenture.

                  Section 8.08. Benefits Acknowledged. The Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that its guarantee and
waivers pursuant to the Guarantee are knowingly made in contemplation of such
benefits.

                                   ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

                  Section 9.01. Supplemental Indentures Without Consent of
Holders. The Company, the Guarantor and the Trustee may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the TIA as in force at the date of the execution
thereof) for one or more of the following purposes:

                  (1) to evidence the succession of another corporation or
         entity to the Company or the Guarantor, or successive successions, and
         the assumption by the successor corporation or entity of the covenants,
         agreements and obligations of the Company or the Guarantor, as the case
         may be, pursuant to Article 5 or Section 11.16 hereof;

                  (2) to add to the covenants of the Company or to add
         additional rights for the benefit of the Holders of all the Securities
         or to surrender any right or power herein conferred upon the Company;

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

                  (4) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities and to
         add to or change any of the provisions of this Indenture as shall be
         necessary to provide for or facilitate the administration of the trusts
         hereunder by more than one Trustee, pursuant to the requirements of
         Section 7.08;

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<PAGE>

                  (5) to comply with any requirement of the SEC in order to
         effect or maintain the qualification of this Indenture under the TIA;

                  (6) to cure any ambiguity, to correct or supplement any
         provision herein or in any supplemental indenture which may be
         defective or inconsistent with any other provision herein or in any
         supplemental indenture, or to make such other provisions with respect
         to matters or questions arising under this Indenture, provided such
         action shall not adversely affect the interests of the Holders of
         Securities in any material respect; or

                  (7) to make any change that does not adversely affect the
         rights of the Holders of the Securities in any material respect.

                  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 which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder.

                  Any supplemental indenture authorized by the provisions of
this Section 9.01 may be executed by the Company, the Guarantor and the Trustee
without the consent of the Holders of any of the outstanding Securities,
notwithstanding any of the provisions of Section 9.02.

                  Section 9.02. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in Original
Principal Amount of the outstanding Securities affected by such supplemental
indenture, by act of said Holders delivered to the Company, the Guarantor and
the Trustee, the Company, the Guarantor and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the TIA as in force at the date of execution
thereof) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of such
Securities under this Indenture; provided, however, that without the consent of
the Holder of each outstanding Security, no such supplemental indenture shall:

                  (1) make any change in the manner of calculation or rate of
         accrual of cash interest, including Contingent Cash Interest, or
         accretion of the Accreted Principal Amount, reduce the rate of cash
         interest, including Contingent Cash Interest, specified in the
         Securities or extend the time for payment of the Accreted Principal
         Amount or cash interest, including Contingent Cash Interest, if any, on
         any Security;

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

                  (3) change the Stated Maturity of any Security;

                  (4) reduce the Original Principal Amount, Accreted Principal
         Amount, Issue Price, Redemption Price, Purchase Price or Change in
         Control Purchase Price with respect to any Security;

                                       51

<PAGE>

                  (5) make any change that adversely affects the right to
         convert any Security as provided in paragraph 9 of the Securities or
         pursuant to Article 11 in any material respect;

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

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

                  (8) change the provisions of this Indenture that relate to
         modifying or amending this Indenture.

                  Upon the request of the Company accompanied by a copy of a
Board Resolution authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of Holders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture.

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

                  Section 9.03. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be provided with, and (subject to
Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

                  Section 9.04. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article, this Indenture shall be and be deemed to be modified and amended in
accordance therewith, and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company, the Guarantor and the Holders 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 9.05. Reference in Securities to Supplemental
Indentures. Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company

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<PAGE>

and the Guarantor and authenticated and delivered by the Trustee in exchange for
outstanding Securities.

                                   ARTICLE 10

                           SATISFACTION AND DISCHARGE

                  Section 10.01. Satisfaction and Discharge. When either (a) all
Securities that have been authenticated (except Securities that have been
replaced pursuant to Section 2.07) have been delivered to the Trustee for
cancellation, or (b) all Securities that have not been delivered to the Trustee
for cancellation have become due and payable and the Company or the Guarantor
has irrevocably deposited or caused to be deposited with the Trustee, the Paying
Agent (if the Paying Agent is not the Company, the Guarantor or an Affiliate of
the Company or the Guarantor) or the Conversion Agent, as trust funds in trust
solely for the benefit of the Holders, cash in U.S. dollars or, if expressly
permitted by the terms of the Securities or the Indenture, Common Stock,
sufficient to pay all amounts due and owing on all outstanding Securities (other
than Securities replaced pursuant to Section 2.07), and if in either case the
Company or the Guarantor has paid or caused to be paid all sums payable by it
under this Indenture, then this Indenture shall, subject to Section 7.07, cease
to be of further effect. The Trustee shall join in the execution of a document
prepared by the Company acknowledging satisfaction and discharge of this
Indenture upon demand of the Company accompanied by an Officer's Certificate and
Opinion of Counsel at the cost and expense of the Company stating that all
conditions precedent to satisfaction and discharge have been satisfied.

                  Section 10.02. Repayment to the Company. The Trustee and the
Paying Agent shall return to the Company or, to the extent the Trustee collects
any amount pursuant to the Guarantee from the Guarantor, to the Guarantor, upon
written request any money or securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years,
subject to applicable unclaimed property law. After the return to the Company or
the Guarantor, as the case may be, Holders entitled to the money or securities
must look to the Company or the Guarantor for payment as general creditors
unless an applicable abandoned property law designates another person, and the
Trustee and the Paying Agent shall have no further liability to the Holders with
respect to such money or securities for that period commencing after the return
thereof.

                                   ARTICLE 11

                                   CONVERSIONS

                  Section 11.01. Conversion Privilege. A Holder of a Security
may convert such Security into shares of Common Stock prior to the close of
business on February 14, 2024, at the times permitted by, and subject to the
provisions of this Article 11 and provisions of the Securities. Upon
determination that Holders are or will be entitled to convert their Securities
into Common Stock in accordance with paragraph 9 of the Securities, the Company
will issue a press release and use its reasonable efforts to post such
determination on the Company's website or through such other public medium as
the Company may use at that time. The number of shares of Common Stock issuable
upon conversion of each $1,000 of Original Principal Amount of

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<PAGE>

Securities (the "Conversion Rate") shall be determined in accordance with the
provisions of the Securities.

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

                 The Holders' rights to convert Securities into shares of Common
Stock is subject to the Company's right to elect instead to pay each such Holder
the amount of cash set forth in the next succeeding sentence, in lieu of
delivering such shares of Common Stock, subject to the last sentence of this
paragraph, which notice must be given within two Business Days after the
Conversion Date. The amount of cash to be paid pursuant to Section 11.02 hereof
for each $1,000 Original Principal Amount of a Security upon conversion shall be
equal to the Average Sale Price of the Common Stock for the five consecutive
Trading Days immediately following either (i) the date of the Company's notice
of its election to deliver cash upon conversion, if the Company shall not have
given a notice of redemption pursuant to Section 3.01 hereof, or (ii) the
Conversion Date, in the case of a conversion following such a notice of
redemption specifying an intent to deliver cash upon conversion, in either case,
multiplied by the Conversion Rate in effect on such Conversion Date. The Company
shall not pay cash in lieu of delivering shares of Common Stock upon the
conversion of any Security pursuant to the terms of this Article 11 (other than
cash in lieu of fractional shares pursuant to Section 11.03 hereof) if there has
occurred (prior to, on or after, as the case may be, the Conversion Date or the
date on which the Company delivers its notice of whether such Security shall be
converted into Common Stock or cash pursuant to Section 11.02 hereof) and is
continuing an Event of Default (other than a default in a cash payment upon
conversion of such Security).

                  Section 11.02. Conversion Procedure. To convert a Security, a
Holder must satisfy the requirements in the Securities. The date on which the
Holder satisfies all those requirements is the conversion date (the "Conversion
Date"). The Conversion Agent shall notify the Company of the Conversion Date
within one Business Day following the Conversion Date. Within two Business Days
following the Conversion Date, the Company shall deliver to the Holder, through
the Trustee, written notice of whether such Security shall be converted into
shares of Common Stock or paid in cash, unless the Company shall have previously
delivered a notice of redemption pursuant to Section 3.01 hereof. If the Company
shall have notified the Holder that all or a portion of such Securities shall be
converted into shares of Common Stock, the Company shall deliver to the Holder
through the Conversion Agent, as promptly as practicable but in any event no
later than the tenth Business Day following the Conversion Date, a certificate
for the number of full shares of Common Stock deliverable upon the conversion
and, if applicable, and except as provided in the last sentence of the third
paragraph of Section 11.01 hereof, any cash to be delivered in lieu of Common
Stock, and cash in lieu of any fractional share determined pursuant to Section
11.03 hereof. Except as provided in the last sentence in the third paragraph of
Section 11.01 hereof, if the Company shall have notified the Holder that all of
such Security shall be paid in cash, the Company shall deliver to the Holder
surrendering such Security the amount of cash payable with respect to such
Security no later than the tenth Business Day following such Conversion Date.
Except as provided in the last sentence in the third paragraph of Section 11.01
hereof, at any time prior to Maturity, the Company may at its option elect by
written notice to the Trustee and Holders of the Securities that upon conversion

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<PAGE>

of a Security at any time following the date of such notice, the Company shall
be required to deliver cash in an amount at least equal to the Accreted
Principal Amount of the Securities converted. If shares of Common Stock are
delivered as consideration, then the Person in whose name the certificate
representing such shares is registered shall be treated as a stockholder of
record of the Company on and after the Conversion Date; provided, however, that
no surrender of a Security on any date when the stock transfer books of the
Company shall be closed shall be effective to constitute the Person or Persons
entitled to receive the shares of Common Stock upon such conversion as the
record holder or holders of such shares of Common Stock on such date, but such
surrender shall be effective to constitute the Person or Persons entitled to
receive such shares of Common Stock as the record holder or holders thereof for
all purposes at the close of business on the next succeeding day on which such
stock transfer books are open; such conversion shall be at the Conversion Rate
in effect on the date that such Security shall have been surrendered for
conversion, as if the stock transfer books of the Company had not been closed.
Upon conversion of a Security, such Person shall no longer be a Holder of such
Security.

                  No payment or adjustment shall be made for dividends on, or
other distributions with respect to, any Common Stock except as provided in this
Article 11. On conversion of a Security prior to February 15, 2011, except as
provided below in the case of certain Securities or portions thereof called for
redemption, that portion of accrued and unpaid interest on the converted
Security attributable to the period from the most recent Interest Payment Date
(or, if no Interest Payment Date has occurred, from the Issue Date) through the
Conversion Date shall not be cancelled, extinguished or forfeited, but rather
shall be deemed to be paid in full to the Holder thereof through delivery of the
Common Stock (together with the cash payment, if any, in lieu of fractional
shares), or cash or a combination of cash and Common Stock in lieu thereof, in
exchange for the Security being converted pursuant to the provisions hereof, and
the Fair Market Value of such shares of Common Stock (together with any such
cash payment in lieu of fractional shares), or cash or a combination of cash and
Common Stock in lieu thereof, shall be treated as issued, to the extent thereof,
first in exchange for accrued and unpaid interest (including Contingent Cash
Interest, if any) accrued through the Conversion Date and the balance, if any,
of such fair market value of such Common Stock (and any such cash payment), or
cash in lieu thereof, shall be treated as issued in exchange for the Original
Principal Amount of the Security being converted pursuant to the provisions
hereof.

                  On conversion of a Security on or after February 15, 2011,
that portion of increases in the Accreted Principal Amount attributable to the
period from and including February 15, 2011 through the Conversion Date, and
(except as provided below) accrued Contingent Cash Interest, if any, with
respect to the converted Security shall not be cancelled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through delivery of the Common Stock (together with the cash payment, if any, in
lieu of fractional shares) in exchange for the Security being converted pursuant
to the provisions hereof; and the Fair Market Value of such shares of Common
Stock (together with any such cash payment in lieu of fractional shares) shall
be treated as issued, to the extent thereof, first in exchange for accrued tax
original issue discount and the increase in Accreted Principal Amount from the
Issue Date through the Conversion Date and accrued Contingent Cash Interest, and
the balance, if any, of such fair market value of such Common Stock (and any
such cash payment) shall be treated as issued in exchange for the Issue Price of
the Security being converted pursuant to the provisions hereof.

                                       55

<PAGE>

                  Securities or portions thereof surrendered for conversion
during the period from the close of business on any Regular Record Date
immediately preceding any Interest Payment Date to the opening of business on
such Interest Payment Date shall (except for Securities called for redemption
pursuant to Article 3 hereof on a Redemption Date that occurs during the period
between a Regular Record Date and the Interest Payment Date to which such
Regular Record Date relates) be accompanied by payment to the Company or its
order, in New York Clearing House funds or other funds acceptable to the
Company, of an amount equal to the interest payable on such Interest Payment
Date (both regular cash interest and Contingent Cash Interest, if any) on the
Accreted Principal Amount of Securities or portions thereof being surrendered
for conversion.

                  Notwithstanding the foregoing, accrued cash interest, if any,
including Contingent Cash Interest, if any, will be payable upon conversion of
Securities made concurrently with or after acceleration of Securities following
an Event of Default.

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

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

                  A Security surrendered for conversion based on (a) the Common
Stock price may be surrendered for conversion on a Conversion Date at any time
after March 31, 2004 as more fully described in paragraph 9 of the Securities,
(b) the Security being called for redemption may be surrendered for conversion
at any time prior to the close of business on the second Business Day
immediately preceding the Redemption Date, even if it is not otherwise
convertible at such time, (c) a credit downgrade may be surrendered for
conversion until the close of business on any Business Day during the period of
the continuance of the credit downgrade as more fully described in paragraph 9
of the Security, and (d) upon the occurrence of certain corporate transactions
more fully described in paragraph 9 of the Securities may be surrendered for
conversion at any time from and after the date which is 15 days prior to the
anticipated effective date of such transaction until 15 days after the actual
date of such transaction, and if such day is not a Business Day, the next
occurring Business Day following such day; but in each of clauses (a), (b), (c)
and (d) above, in no event later than the close of business on February 14,
2024.

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

                  Section 11.03. Fractional Shares. The Company will not issue a
fractional share of Common Stock upon conversion of a Security. Instead, the
Company will deliver cash for the current market value of the fractional share.
The current market value of a fractional share shall be determined, to the
nearest 1/1,000th of a share, by multiplying the per share Sale Price of the
Common Stock, on the last Trading Day prior to the Conversion Date, by the
fractional amount and rounding the product to the nearest whole cent.

                                       56

<PAGE>

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

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

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

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

                  Section 11.06. Adjustment for Change in Capital Stock. Except
as set forth in Section 11.16 hereof, if, after the Issue Date of the
Securities, the Company:

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

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

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

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

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

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<PAGE>

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

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

                  Section 11.07. Adjustment for Rights Issue. Except as set
forth in Sections 11.16 and 11.21 hereof, if after the Issue Date, the Company
distributes any rights, warrants or options to all holders of its Common Stock
entitling them, for a period expiring within 60 days of the issue date for each
distribution, to purchase shares of Common Stock at a price per share less than
the Sale Price of the Common Stock as of the Time of Determination, the
Conversion Rate shall be adjusted in accordance with the formula:

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

                  where:

                  R' = the adjusted Conversion Rate.

                  R = the current Conversion Rate.

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

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

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

                  M = the Average Sale Price.

                           The Board of Directors shall determine Fair Market
Values for the purposes of this Section 11.07.

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

                                       58

<PAGE>

actual number of shares of Common Stock issued upon the exercise of such rights,
warrants or options.

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

                  Section 11.08. Adjustment for Other Non-Cash Distributions.
(a) If, after the Issue Date of the Securities, the Company distributes to all
holders of its Common Stock any of its non-cash assets, excluding distributions
of Capital Stock or equity interests referred to in Section 11.08(b), or debt
securities or any rights, warrants or options to purchase securities of the
Company (including securities but excluding distributions of Capital Stock
referred to in Section 11.06 and distributions of rights, warrants or options
referred to in Section 11.07), the Conversion Rate shall be adjusted in
accordance with the formula

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

                           where:

                           R' = the adjusted Conversion Rate.

                           R = the current Conversion Rate.

                           M = the Average Sale Price.

                           F = the Fair Market Value (on the record date for the
         distribution to which this Section 11.08(a) applies) of the assets,
         securities, rights, warrants or options to be distributed in respect of
         each share of Common Stock in the distribution to which this Section
         11.08(a) is being applied.

                  The Board of Directors shall determine Fair Market Values for
the purposes of this Section 11.08(a).

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

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

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

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<PAGE>

                           where:

                           R' = the adjusted Conversion Rate.

                           R = the current Conversion Rate.

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

                           F = the Fair Market Value of the securities
         distributed in respect of each share of Common Stock in the
         distribution to which this Section 11.08(b) applies, which shall be
         determined by multiplying the number of securities distributed in
         respect of each share of Common Stock in the distribution by the
         average of the Post-Distribution Prices of those securities for the 10
         Trading Days commencing on and including the fifth Trading Day after
         the Ex-Dividend Date.

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

                  (c) In the event that, with respect to any distribution to
which this Section 11.08 would otherwise apply, the difference "M - F" as
defined in the formula set forth in this Section 11.08 is less than $1.00 or "F"
is equal to or greater than "M", then the adjustment provided by Section 11.08
shall not be made and in lieu thereof the provisions of Section 11.16 shall
apply to such distribution.

                                       60

<PAGE>

                  Section 11.09. Adjustment for Cash Distributions. In case the
Company shall, by dividend or otherwise, distribute to all holders of its Common
Stock cash, excluding 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 Rate shall be increased so that
the Conversion Rate shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the close of business on such
record date by a fraction,

                               (i) the numerator of which shall be the Current
              Market Price on such record date; and

                               (ii) the denominator of which shall be the
              Current Market Price on such record date less the amount of cash
              so distributed applicable to one share of Common Stock (determined
              as set forth below),

such adjustment to be effective immediately prior to the opening of business on
the day following the record date for such dividend or distribution; provided
that if the portion of the cash so distributed applicable to one share of Common
Stock is equal to or greater than the Current Market Price on the record date,
in lieu of the foregoing adjustment, adequate provision shall be made so that
each Holder of Securities shall have the right to receive upon conversion the
amount of cash such Holder would have received had such Holder converted each
Security on such record date. If any such dividend or distribution is not so
paid or made, the Conversion Rate shall again be adjusted to be the Conversion
Rate that would then be in effect if such dividend or distribution had not been
declared. If an adjustment is required to be made as set forth in this Section
11.09 above, such adjustment shall be based upon the full amount of the
distribution.

                  Section 11.10. Adjustment for Tender Offers or Exchange
Offers. In case a tender or exchange offer made by the Company or any Subsidiary
for all or any portion of the Common Stock (excluding repurchases pursuant to
any stock repurchase program approved by the Board of Directors and announced by
the Company prior to the date of this Indenture, or any similar program that
does not constitute a tender offer) 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 average of
the Closing Sale Price of a share of Common Stock for each of the 10 consecutive
Trading Days next succeeding the Expiration Time, the Conversion Rate shall be
increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the Expiration Time by a
fraction,

                           (i)      the numerator 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

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<PAGE>

         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 average of the Closing Sale Price of a share of
         Common Stock for each of the 10 consecutive Trading Days next
         succeeding the Expiration Time, and

                           (ii)     the denominator 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 average of
         the Closing Sale Price of a share of Common Stock for each of the 10
         consecutive Trading Days next succeeding the Expiration Time,

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

                  Section 11.11. When Adjustment May Be Deferred. No adjustment
in the Conversion Rate need be made unless the adjustment would require an
increase or decrease of at least 1% in the Conversion Rate. Any adjustments that
are not made shall be carried forward and taken into account in any subsequent
adjustment and all adjustments that are made and carried forward shall be taken
in the aggregate in order to determine if the 1% threshold is met.

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

                  Section 11.12. When No Adjustment Required. No adjustment need
be made for a transaction referred to in Section 11.06, 11.07, 11.08, 11.09,
11.10 or 11.16 hereof if Holders of Securities may participate in the
transaction. Such participation by Holders of Securities may include
participation without conversion or upon conversion; provided, that, if such
participation is upon conversion, an adjustment shall be made at such time as
the Holders are no longer entitled to participate.

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

                  Unless otherwise required by a provision of this Article 11,
no adjustment need be made for a change in the par value or no par value of the
Common Stock.

                  To the extent the Securities become convertible into cash,
assets, property or securities (other than Capital Stock of the Company),
subject to provisions of the Securities, pursuant to this Article 11, no
adjustment need be made thereafter as to the cash, assets, property or such
securities. Interest will not accrue on the cash.

                  No adjustment will be made pursuant to this Article 11 that
would result, through the application of two or more provisions hereof, in the
duplication of any adjustment.

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<PAGE>

                  Section 11.13. Notice of Adjustment. Whenever the Conversion
Rate is adjusted, the Company shall promptly mail to Holders of Securities a
notice of the adjustment. The Company shall file with the Trustee and the
Conversion Agent such notice of adjustment and an Officers' Certificate briefly
stating the facts requiring the adjustment and the manner of computing it. Upon
receipt by it of such notice, and at the written request of the Company, the
Conversion Agent will promptly mail such notice to Holders of Securities at the
Company's expense. The Officers' Certificate shall be conclusive evidence that
the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be
under any duty or responsibility and shall have no liability with respect to any
such certificate and the calculations relating to such adjustment except the
duty and responsibility to exhibit the same to any Holder desiring inspection
thereof.

                  Section 11.14. Voluntary Increase. the Company from time to
time may increase the Conversion Rate by any amount for any period of time.
Whenever the Conversion Rate is increased, the Company shall mail to Holders of
Securities and file with the Trustee and the Conversion Agent a notice of the
increase. The Company shall mail the notice at least 15 days before the date the
increased Conversion Rate takes effect. The notice shall state the increased
Conversion Rate and the period it will be in effect.

                  A voluntary increase of the Conversion Rate does not change or
adjust the Conversion Rate otherwise in effect for purposes of Section 11.06,
11.07, 11.08, 11.09, 11.10 or 11.16 hereof.

                  Section 11.15. Notice of Certain Transactions. If:

                           (a) the Company takes any action that would require
         an adjustment in the Conversion Rate pursuant to Section 11.06, 11.07,
         11.08, 11.09 or 11.10 hereof (unless no adjustment is to occur pursuant
         to Section 11.12 hereof); or

                           (b) the Company takes any action that would require a
         supplemental indenture pursuant to Section 11.16; or

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

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

                  Section 11.16. Reorganization of Company; Special
Distributions. If the Company is a party to a transaction subject to Article 5
hereof (other than a sale of all or substantially all of the assets of the
Company in a transaction in which the holders of Common Stock immediately prior
to such transaction do not receive securities, cash, property or other assets of
the Company or any other Person) or a merger or binding share exchange which
reclassifies or changes its outstanding Common Stock, the Person obligated to
deliver securities, cash or other assets upon conversion of Securities shall, no
later than the closing date of such

                                       63

<PAGE>

transaction, enter into a supplemental indenture. If the issuer of securities
deliverable upon conversion of Securities is an Affiliate of the successor
company, that issuer shall, no later than the closing date of such transaction,
join in the supplemental indenture.

                  The supplemental indenture shall provide that the Holder of a
Security may convert it into the kind and amount of securities, cash or other
assets which such Holder would have received immediately after the
consolidation, merger, binding share exchange or transfer if such Holder had
converted the Security immediately before the effective date of the transaction,
assuming (to the extent applicable) that such Holder was not a constituent
Person or an Affiliate of a constituent Person to such transaction. The
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practical to the adjustments provided for in this Article
11. The successor Company shall mail to Holders of Securities a notice briefly
describing the supplemental indenture.

                  If this Section applies, none of Sections 11.06, 11.07, 11.09
nor 11.10 hereof shall apply.

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

                  Section 11.17. Company Determination Final. Whenever
adjustments to the Conversion Rate are called for pursuant to Article 11, such
adjustments shall be made to the Conversion Rate as may be necessary or
appropriate to effectuate the intent of this Article 11 and to avoid unjust or
inequitable results as determined in good faith by the Board of Directors.

                  Any determination that the Company or the Board of Directors
must make pursuant to Section 11.03, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11,
11.12, 11.16 or 11.19 hereof is conclusive.

                  Section 11.18. Trustee's Adjustment Disclaimer. The Trustee
has no duty to determine when an adjustment under this Article 11 should be
made, how it should be made or what it should be and shall have no liability
with respect to the calculation of such adjustment. The Trustee has no duty to
determine whether a supplemental indenture under Section 11.16 hereof need be
entered into or whether any provisions of any supplemental indenture are
correct. The Trustee shall not be accountable for and makes no representation as
to the validity or value of any securities or assets issued upon conversion of
Securities. The Trustee shall not be responsible for the Company' failure to
comply with this Article 11. Each Conversion Agent

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<PAGE>

(other than the Company or an Affiliate of the Company) shall have the same
protection under this Section 11.18 as the Trustee.

                  Section 11.19. Simultaneous Adjustments. If more than one
issuance, distribution, subdivision, tender offer or combination or other event
to which Article 11 applies occurs during the period applicable for calculating
adjustments to the Conversion Rate, such adjustments shall be calculated for
such period in a manner determined by the Board of Directors to most
appropriately reflect the combined impact of such issuance, distribution, tender
offer, subdivision or combination or other event on the Conversion Rate of the
Common Stock during such period.

                  Section 11.20. Successive Adjustments. After an adjustment to
the Conversion Rate under this Article 11, any subsequent event requiring an
adjustment under this Article 11 shall cause an adjustment to the Conversion
Rate as so adjusted.

                  Section 11.21. Rights Issued in Respect of Common Stock Issued
Upon Conversion. Each share of Common Stock issued upon conversion of Securities
pursuant to this Article 11 shall be entitled to receive the appropriate number
of Common Stock or Preferred Stock purchase rights, as the case may be (the
"Rights"), if any, that all shares of Common Stock are entitled to receive and
the certificates representing the Common Stock issued upon such conversion shall
bear such legends, if any, in each case as may be provided by the terms of any
stockholder rights agreement adopted by the Company, as the same may be amended
from time to time (in each case, a "Rights Agreement"). If such Rights Agreement
requires that each share of Common Stock issued upon conversion of Securities at
any time prior to the distribution of separate certificates representing the
Rights be entitled to receive such Rights, then, notwithstanding anything else
to the contrary in the foregoing sections of this Article 11, there shall not be
any adjustment to the conversion privilege or Conversion Rate or any other term
or provision of the Securities as a result of the issuance of Rights, the
distribution of separate certificates representing the Rights, the exercise or
redemption of such Rights in accordance with any such Rights Agreement, or the
termination or invalidation of such Rights. Notwithstanding the foregoing, if a
Holder of Securities exercising its right of conversion after the distribution
of Rights pursuant to a "Rights Agreement" is not entitled to receive the Rights
that would otherwise be attributable (but for the date of conversion) to the
shares of Common Stock to be received upon such conversion, if any, the
Conversion Rate will be adjusted as though the Rights were being distributed to
holders of Common Stock on the Conversion Date. If such an adjustment is made
and such Rights are later redeemed, invalidated or terminated, then a
corresponding reversing adjustment will be made to the Conversion Rate on a
equitable basis.

                                   ARTICLE 12

                            CONTINGENT CASH INTEREST

                  Section 12.01. Contingent Cash Interest. The Company shall
make Contingent Cash Interest payments to the Holders during any six-month
period from February 16 to August 15 and from August 16 to February 15,
beginning with the six-month period commencing on February 16, 2011 (each a
"Semiannual Period"), if, but only if, the Average Security Market Price for the
five Trading Days ending on the third Trading Day immediately preceding the
first day of the applicable Semiannual Period equals 120% or more of the
Relevant Value per Note.

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<PAGE>

During any Semiannual Period when Contingent Cash Interest is payable pursuant
to this Section 12.01, each Contingent Cash Interest payment due and payable on
each $1,000 Original Principal Amount of Securities for the applicable
Semiannual Period, shall equal the annual rate of 0.25% of the Average Security
Market Price for the five Trading Day measuring period referred to in the
preceding sentence. Contingent Cash Interest shall be calculated on the basis of
a 360-day year of twelve 30-day months.

                  As used in this Section 12.01, "Relevant Value" means the sum
of the Issue Price, accretion in the principal amount from February 15, 2011,
and accrued cash interest, if any, on such Security to the day immediately
preceding the first day of the applicable Semiannual Period. "Average Security
Market Price" means, on any date, the average of the secondary market bid
quotations per $1,000 Original Principal Amount of Securities obtained by the
Bid Solicitation Agent for $2,500,000 Original Principal Amount of Securities at
approximately 4:00 p.m., New York City time, on such date from at least one
independent nationally recognized securities dealer (none of which shall be an
Affiliate of the Company) selected by the Company; provided, however, that if
(a) the Bid Solicitation Agent cannot reasonably obtain at least one bid for
$2,500,000 Original Principal Amount of Securities from a nationally recognized
securities dealer or (b) in the Company's reasonable judgment, the bid
quotations are not indicative of the secondary market value of the Securities as
of such date, then the Average Security Market Price for such date shall equal
the product of (i) the Conversion Rate in effect as of such determination date
multiplied by (ii) the average Sale Price of the Common Stock for the five
Trading Days ending on such date, appropriately adjusted, without duplication,
to take into account the occurrence, during the period commencing on the first
of such Trading Days during such five Trading Day period and ending on such
determination date, of any event described in Section 11.06. 11.07, 11.08, 11.09
or 11.10 hereof (subject to the conditions set forth in Section 11.12 hereof).

                  The Accreted Principal Amount of the Securities will continue
to increase in accordance with the terms of this Indenture and the Securities
whether or not Contingent Cash Interest payments are made.

                  Section 12.02. Payment of Contingent Cash Interest; Contingent
Cash Interest Rights Preserved. If payable, Contingent Cash Interest on a
Security shall be paid to the Person who is the Holder of that Security on the
15th day preceding the last day of the applicable Semiannual Period (the
"Contingent Cash Interest Record Date"). Such payments shall be paid on the last
day of the Semiannual Period (in each case, a "Contingent Cash Interest Payment
Date"). Each payment of Contingent Cash Interest on any Security shall be paid
(A) if such Security is held in the form of a Global Note, in same-day funds by
transfer to an account maintained by the payee located inside the United States,
or (B) if such Security is held in the form of a certificated Security, by
check, mailed to the address of such Holder as set forth in the Security
Register. In the case of a Global Security, interest payable on any Contingent
Cash Interest Payment Date will be paid to the Depositary for the purpose of
permitting the Depository to credit the interest received by it in respect of
such Global Security to the accounts of the beneficial owners thereof. Upon
determination that Holders of Securities will be entitled to receive Contingent
Cash Interest during a Semiannual Period, the Company will issue a press release
and use its reasonable best efforts to post such information on its website or
through such other public medium as the Company may use at the time.

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<PAGE>

                  The Company may unilaterally increase the amount of interest
or Contingent Cash Interest it is required to pay but shall have no obligation
to do so.

                  Section 12.03. Bid Solicitation Agent. The Company shall
appoint a bid solicitation agent (the "Bid Solicitation Agent") to act pursuant
to Section 12.01 when necessary. The Company may change the Bid Solicitation
Agent at its discretion; provided, however, that the Bid Solicitation Agent may
not be an Affiliate of the Company or the Guarantor.

                                   ARTICLE 13

                                  MISCELLANEOUS

                  Section 13.01. Trust Indenture Act Controls. This Indenture is
subject to the provisions of the TIA that are required to be a part of this
Indenture, and shall, to the extent applicable, be governed by such provisions.
If any provision of this Indenture modifies any TIA provision that may be so
modified, such TIA provision shall be deemed to apply to this Indenture as so
modified. If any provision of this Indenture excludes any TIA provision that may
be so excluded, such TIA provision shall be excluded from this Indenture.

                  The provisions of TIA Sections 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

                  Section 13.02. Notices. Any notice or communication required
or permitted hereunder to be given by the Company, the Guarantor or the Trustee
to the other is duly given if in writing and delivered in person or mailed by
first class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, addressed as
follows:

                  If to the Company or the Guarantor:

                  c/o American Axle & Manufacturing Holdings, Inc.
                  One Dauch Drive
                  Detroit, Michigan 48211-1198
                  Facsimile:  (313) 758-3897

                  Attention:  General Counsel

                  With a copy to:

                  Shearman & Sterling LLP
                  599 Lexington Avenue
                  New York, New York 10022

                  Attention:  Lisa L. Jacobs

                  If to the Trustee:

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<PAGE>

                  BNY Midwest Trust Company
                  2 North LaSalle, Suite 1020
                  Chicago, Illinois 60602
                  Facsimile:  (312) 827-8542

                  Attn:  Corporate Trust Administration

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

                  All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

                  Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar. Any notice or communication shall also be so
mailed to any Person described in TIA Section 313(c), to the extent required by
the TIA. Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

                  If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

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

                  Section 13.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company or the Guarantor to
the Trustee to take any action under this Indenture (other than under Section
2.02 hereof unless required by the TIA), the Company or the Guarantor, as the
case may be, shall furnish to the Trustee:

                  (a) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee (which shall include the statements set
         forth in Section 13.05 hereof) stating that, in the opinion of the
         signers, all conditions precedent and covenants, if any, provided for
         in this Indenture relating to the proposed action have been satisfied;

                  (b) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which shall include the statements set
         forth in Section 13.05 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been
         satisfied; and

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<PAGE>

                  (c) where applicable, a certificate or opinion by an
         independent certified public accountant satisfactory to the Trustee
         that complies with TIA Section 314(c).

                  Section 13.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

                  (a) a statement that the Person making such certificate or
         opinion has read such covenant or condition;

                  (b) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (c) a statement that, in the opinion of such Person, he or she
         has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether such covenant or
         condition has or has not been satisfied; and

                  (d) a statement as to whether, in the opinion of such Person,
         such condition or covenant has or has not been satisfied.

                  Section 13.06. Rules by Trustee and Agents. The Trustee may
make reasonable rules for action by or at a meeting of Holders. The Registrar or
Paying Agent may make reasonable rules and set reasonable requirements for its
functions.

                  Section 13.07. No Personal Liability of Directors, Officers,
Employees and Stockholders. No director, officer, employee, incorporator or
shareholder of the Company or the Guarantor shall have any liability for any
obligations of the Company or the Guarantor, as the case may be, under the
Securities, this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Securities by
accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Securities. Such
waiver may not be effective to waive liabilities under the federal securities
laws and it is the view of the SEC that such a waiver is against public policy.

                  Section 13.08. Governing Law. THE INTERNAL LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

                  Section 13.09. No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

                  Section 13.10. Successors. All agreements of the Company and
the Guarantor in this Indenture and the Securities shall bind their respective
successors. All agreements of the Trustee in this Indenture shall bind its
successors.

                                       69

<PAGE>

                  Section 13.11. Severability. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                  Section 13.12. Counterpart Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.

                  Section 13.13. Table of Contents, Headings, Etc. The Table of
Contents, Cross-Reference Table 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 of this Indenture and shall in no way modify or restrict
any of the terms or provisions hereof.

                         [SIGNATURES ON FOLLOWING PAGE]

                                       70

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of the day and year first above written.

                                    Very truly yours,

                                    AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

                                    By: /s/ MICHAEL K. SIMONTE
                                        --------------------------------------
                                        Name: MICHAEL K. SIMONTE
                                        Title: TREASURER

                                    AMERICAN AXLE & MANUFACTURING, INC.
                                        as Guarantor

                                    By: /s/  MICHAEL K. SIMONTE
                                        ---------------------------------------
                                        Name: MICHAEL K. SIMONTE
                                        Title: TREASURER

                                    BNY MIDWEST TRUST COMPANY
                                        as Trustee

                                    By: /s/ L. GARCIA
                                        ---------------------------------------
                                        Name: L. GARCIA
                                        Title: ASSISTANT VICE PRESIDENT

                                      S-1

<PAGE>

                                                                       EXHIBIT A

                                 (Face of Note)

                  AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

                        SENIOR CONVERTIBLE NOTE DUE 2024

No. 1                                                         CUSIP: 024061 AA 1
Issue Date: February 11, 2004

Issue Price: $1,000                     Original Principal Amount:  $150,000,000
(for each $1,000 of
Original Principal Amount)

                  AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., a Delaware
corporation (herein called the "Company"), promises to pay to Cede & Co. or
registered assigns, the Accreted Principal Amount at Maturity on February 15,
2024. This Security is issued with an Original Principal Amount of ONE HUNDRED
AND FIFTY MILLION DOLLARS ($150,000,000).

                  This Security shall not bear interest except as specified on
the other side of this Security. The Accreted Principal Amount of this Security
will accrue as specified on the other side of this Security. This Security is
convertible as specified on the other side of this Security.

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

                         [SIGNATURES ON FOLLOWING PAGES]

<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Security to be
duly executed under its corporate seal.

Dated: February 11, 2004

                                    AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

                                    By: /s/ MICHAEL K. SIMONTE
                                        ----------------------------------------
                                    Name: MICHAEL K. SIMONTE
                                    Title: TREASURER

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHORIZATION

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

Dated: February 11, 2004

                                    BNY MIDWEST TRUST COMPANY,
                                    as Trustee

                                    By: /s/ L. GARCIA
                                        ----------------------------------------
                                        (Authorized Signatory)

<PAGE>

                                 (BACK OF NOTE)

               Senior Convertible Securities Due February 15, 2024

THE NOTES WILL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME
TAX PURPOSES. THE ISSUE PRICE FOR EACH NOTE WILL BE $1,000 AND THE ISSUE DATE
FOR THE NOTES IS FEBRUARY 11, 2004. THE COMPARABLE YIELD FOR THE NOTES IS 4.58%
PER ANNUM, COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE YIELD TO
MATURITY FOR U.S. FEDERAL INCOME TAX PURPOSES). FOR INFORMATION REGARDING THE
YIELD TO MATURITY ON THE NOTES, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE
NOTES, AND THE PROJECTED PAYMENT SCHEDULE FOR THE NOTES, HOLDERS SHOULD CONTACT
THE GENERAL COUNSEL OF AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., AT ONE
DAUCH DRIVE, DETROIT, MICHIGAN 48211-1198.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

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

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT IT IS
A ""QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT), (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF ANY OF THE FOREGOING WAS THE OWNER OF THIS

                                      A-1

<PAGE>

SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING
UNDER RULE 144, IF AVAILABLE, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO, PRIOR TO
THE RESALE RESTRICTION TERMINATION DATE, REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1.       Interest. American Axle & Manufacturing Holdings,
Inc., a Delaware corporation (the "Company"), promises to pay interest in cash
on the Original Principal Amount of this Security at the rate per annum of 2.00%
from the Issue Date, or from the most recent date to which interest has been
paid or provided for, until February 15, 2011. During such period, the Company
will pay cash interest semiannually in arrears on February 15 and August 15 of
each year (each an "Interest Payment Date"), beginning August 15, 2004, to
Holders of record at the close of business on each January 31 and July 31
(whether or not a business day) (each a "Regular Record Date") immediately
preceding such Interest Payment Date. Cash interest will be computed on the
basis of a 360-day year of twelve 30-day months.

                  Beginning February 15, 2011, this Security shall not bear
interest, except as specified in this paragraph or in paragraph 5 hereof. From
such date, the Original Principal Amount shall commence increasing at the rate
of 2.00% per annum to produce the Accreted Principal Amount. At Stated Maturity,
the Holder of this Security will receive $1,295.26 for each $1,000 Original
Principal Amount of Securities, which is the fully Accreted Principal Amount of
this Security on such date, unless the Security has been earlier redeemed or
converted, which for each $1,000 Original Principal Amount will be equal to such
Original Principal Amount of $1,000 per Security increased by 2.00% per year as
provided in the Indenture. The yield will be calculated using a 360-day year
composed of twelve 30-day months. If the Accreted Principal Amount hereof or any
portion of such Accreted Principal Amount is not paid when due (whether upon
acceleration pursuant to Section 6.02 of the Indenture, upon the date set for
payment of the Redemption Price pursuant to paragraph 6 hereof, upon the date
set for payment of the Purchase Price or Change in Control Purchase Price
pursuant to paragraph 7 hereof or upon the Stated

                                      A-2

<PAGE>

Maturity of this Security) or if installments of cash interest (including
Contingent Cash Interest, if any, pursuant to paragraph 5 hereof) due hereon are
not paid when due in accordance with this paragraph, then in each such case the
overdue amount shall, to the extent permitted by law, bear interest at 2.00% per
year, as the case may be, in effect following the date such overdue amount was
due, compounded semiannually, which interest shall accrue from the date such
overdue amount was originally due to the date payment of such amount, including
interest thereon, has been made or duly provided for. All such interest shall be
payable on demand. The accrual of such interest on overdue amounts shall be in
lieu of, and not in addition to, any subsequent increase in the Accreted
Principal Amount.

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

                  2.       Method of Payment. Subject to the terms and
conditions of the Indenture, the Company will make payments in respect of the
Redemption Price, Purchase Price, Change in Control Purchase Price and at Stated
Maturity to Holders who surrender Securities to a Paying Agent to collect such
payments in respect of the Securities. In addition, the Company will pay cash
interest from the Issue Date until February 15, 2011, as more fully described in
paragraph 1 hereof, and Contingent Cash Interest as more fully described in
paragraph 5 hereof. The Company will pay any cash amounts in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. However, the Company may make such cash payments by check payable
in such money.

                  If any Interest Payment Date (other than an Interest Payment
Date coinciding with the Stated Maturity or earlier Redemption Date or Purchase
Date) falls on a day that is not a Business Day, such Interest Payment Date will
be postponed to the next succeeding Business Day and no interest on such payment
will accrue for the period from and after the Interest Payment Date to such next
succeeding Business Day. If the Stated Maturity, Redemption Date, Purchase Date
or Change in Control Purchase Date of this Security would fall on a day that is
not a Business Day, the required payment of interest, if any, and principal will
be made on the next succeeding Business Day and no interest on such payment will
accrue for the period from and after the Stated Maturity, Redemption Date,
Purchase Date or Change in Control Purchase Date to such next succeeding
Business Day.

                  3.       Paying Agent, Conversion Agent, Registrar and Bid
Solicitation Agent. Initially, BNY Midwest Trust Company, the Trustee under the
Indenture, shall act as Paying Agent, Conversion Agent, Registrar and Bid
Solicitation Agent. The Company may appoint and change any Paying Agent,
Conversion Agent, Registrar or co-registrar or Bid Solicitation Agent without
notice, other than notice to the Trustee, except that the Company will maintain
at least one Paying Agent in the State of New York, City of New York, Borough of
Manhattan, which shall initially be an office or agency of the Trustee. The
Company or any of its Subsidiaries or any of their Affiliates may act as Paying
Agent, Conversion Agent, Registrar or co-registrar.

                                      A-3

<PAGE>

                  4.       Indenture. The Company issued the Securities under an
Indenture dated as of February 11, 2004 (the "Indenture") between the Company,
the Guarantor and the Trustee. The terms of the Securities include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Securities are subject to all such terms, and Holders are referred to the
Indenture and the Act for a statement of such terms. To the extent any provision
of this Security conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. This Security is an
obligation of the Company limited to $150 million in aggregate Original
Principal Amount (subject to Section 2.07 of the Indenture). The Indenture does
not limit other indebtedness of the Company, secured or unsecured.

                  5.       Contingent Cash Interest. Subject to the conditions
of the Indenture and the accrual and record date provisions specified in this
paragraph 5, the Company shall pay Contingent Cash Interest to the Holders
during any Semiannual Period, with the initial six-month period commencing on
February 16, 2011, if, but only if, the Average Security Market Price of the
Securities for the five Trading Days ending on the third Trading Day immediately
preceding the first day of the applicable six-month period equals 120% or more
of the Relevant Value of such Security.

                  Contingent Cash Interest, if any, will accrue and be payable
to Holders of this Security as of the Contingent Cash Interest Record Date. The
Accreted Principal Amount of this Security will continue to increase whether or
not Contingent Cash Interest is paid.

                  The amount of Contingent Cash Interest payable per $1,000
Original Principal Amount hereof in respect of any Semiannual Period shall equal
the annual rate of 0.25% of the Average Security Market Price for the five
Trading Day measuring period.

                  Upon determination that Holders of Securities will be entitled
to receive Contingent Cash Interest during a Semiannual Period, the Company
shall issue a press release and use its reasonable efforts to post such
information on its web site or through such other public medium it may use at
the time.

                  6.       Redemption at the Option of the Company. No sinking
fund is provided for the Securities. The Securities are redeemable for cash as a
whole, or from time to time in part, at any time at the option of the Company in
accordance with the Indenture at the Redemption Prices set forth below; provided
that the Securities are not redeemable prior to February 20, 2011.

                  The table below shows Redemption Prices of a Security per
$1,000 Original Principal Amount on the dates shown below and at Stated
Maturity, which prices reflect accreted principal calculated to each such date.
The Redemption Price of a Security redeemed between such dates shall include an
additional amount reflecting the increase in the Accreted Principal Amount since
the immediately preceding date in the table to, but not including, the
Redemption Date.

                                      A-4

<PAGE>

<TABLE>
<CAPTION>
                                                                         (2)                    (3)
                                                  (1)                  ACCRETED             REDEMPTION
REDEMPTION DATE                             NOTE ISSUE PRICE       PRINCIPAL AMOUNT       PRICE (1) + (2)
---------------                             ----------------       ----------------       ---------------
<S>                                         <C>                    <C>                    <C>
February 20, 2011 ......................         $1,000                 $ 0.28               $1,000.28

February 15, 2012 ......................          1,000                  20.10                1,020.10

February 15, 2013 ......................          1,000                  40.60                1,040.60

February 15, 2014 ......................          1,000                  61.52                1,061.52

February 15, 2015 ......................          1,000                  82.86                1,082.86

February 15, 2016 ......................          1,000                 104.62                1,104.62

February 15, 2017 ......................          1,000                 126.83                1,126.83

February 15, 2018 ......................          1,000                 149.47                1,149.47

February 15, 2019 ......................          1,000                 172.58                1,172.58

February 15, 2020 ......................          1,000                 196.15                1,196.15

February 15, 2021 ......................          1,000                 220.19                1,220.19

February 15, 2022 ......................          1,000                 244.72                1,244.72

February 15, 2023 ......................          1,000                 269.73                1,269.73

At stated maturity .....................          1,000                 295.26                1,295.26
</TABLE>

                  7.       Purchase by the Company at the Option of the Holder
for Cash. Subject to the terms and conditions of the Indenture, the Company
shall become obligated to purchase, at the option of the Holder, the Securities
held by such Holder on the following Purchase Dates and at the following
Purchase Prices, plus accrued and unpaid cash interest, if any, including
Contingent Cash Interest, if any, per $1,000 Original Principal Amount, upon
delivery of a Purchase Notice containing the information set forth in the
Indenture, at any time from the opening of business on the date that is 20
Business Days prior to such Purchase Date until the close of business on the day
immediately preceding such Purchase Date and upon delivery of the Securities to
the Paying Agent by the Holder as set forth in the Indenture.

<TABLE>
<S>                                           <C>
Purchase Date                                 Purchase Price
February 20, 2011                             $1,000.28
February 15, 2014                             $1,061.52
February 15, 2019                             $1,172.58
</TABLE>

                                      A-5

<PAGE>

                  Notwithstanding anything herein or in the Indenture, the
Purchase Price (equal to the Issue Price plus increases in the Accreted
Principal Amount from the Issue Date to the Purchase Date) may only be paid in
cash.

                  At the option of the Holder and subject to the terms and
conditions of the Indenture, the Company shall become obligated to purchase the
Securities held by such Holder no later than 30 Business Days after the
occurrence of a Change in Control of the Company, but in no event prior to the
date on which such a Change in Control occurs, for a Change in Control Purchase
Price equal to the Issue Price plus increases in the Accreted Principal Amount
from February 15, 2011 and accrued and unpaid cash interest, if any, including
Contingent Cash Interest, if any, to but not including the Change in Control
Purchase Date, which Change in Control Purchase Price shall be paid in cash.

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

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

                  If cash sufficient to pay the Purchase Price or Change in
Control Purchase Price, as the case may be, of all Securities or portions
thereof to be purchased as of the Purchase Date or the Change in Control
Purchase Date, as the case may be, is deposited with the Paying Agent on the
Business Day following the Purchase Date or the Change in Control Purchase Date,
as the case may be, the Accreted Principal Amount shall cease to increase and
cash interest (including Contingent Cash Interest), if any, shall cease to
accrue on such Securities (or portions thereof) on such Purchase Date or Change
in Control Purchase Date, as the case may be, and the Holder thereof shall have
no other rights as such (other than the right to receive the Purchase Price or
Change in Control Purchase Price, as the case may be, if any, upon surrender of
such Security).

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

                  9.       Conversion.

                                      A-6

<PAGE>

                  Conversion Based on Sale Price of Common Stock. Subject to the
provisions of this paragraph 9 and notwithstanding the fact that any other
condition to conversion described below has not been satisfied, Holders may
convert the Securities into Common Stock on a Conversion Date in any fiscal
quarter commencing at any time after March 31, 2004, if, as of the last day of
the preceding fiscal quarter, the Sale Price of the Common Stock for at least 20
Trading Days in a period of 30 consecutive Trading Days ending on the last
Trading Day of the most recently ended fiscal quarter, is greater than the
conversion trigger price per share. The "conversion trigger price" for any
fiscal quarter shall be 125% of the accreted conversion price per share
(calculated without giving effect to accrued cash interest, if any) of Common
Stock on the last day of such fiscal quarter. Once the foregoing condition is
satisfied for any one fiscal quarter, then the Securities will thereafter be
convertible at any time at the option of the Holder, through their maturity.

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

                  -        the Issue Price plus any increases in the Accreted
                           Principal Amount from February 15, 2011, if any, to
                           that day; divided by

                  -        the Conversion Rate then in effect.

                  Such accreted conversion price shall be calculated by the
Company in accordance with Article 11 of the Indenture.

                  Conversion Upon Credit Ratings Downgrade. Subject to the
provisions of this paragraph 9 and the Indenture and notwithstanding the fact
that any other condition to conversion has not been satisfied, the Securities
shall be convertible into Common Stock at the election of a Holder on a
Conversion Date at any time that the credit rating assigned to the Securities by
Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies Inc.
and its successors is BB or lower and Moody's Investors Service Inc. and its
successors is Ba2 or lower. The Securities will cease to be convertible pursuant
to this paragraph during any period or periods in which either rating increases
above the stated level.

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

                  Conversion Upon Certain Distributions. Subject to the
provisions of this paragraph 9 and notwithstanding the fact that any other
condition to conversion has not been satisfied, in the event that the Company
declares a dividend or distribution described in Section 11.07 of the Indenture,
or a dividend or a distribution described in Section 11.08 of the Indenture and,
in the case of a dividend or distribution described in Section 11.08 of the
Indenture, the sum of (a) the Fair Market Value, per share, of such dividend or
distribution per share of Common Stock, and (b) the quotient of (1) the amount
of Contingent Cash Interest paid on the Securities

                                      A-7

<PAGE>

during the Measurement Period divided by (2) the number of shares of Common
Stock issuable upon conversion of Securities at the Conversion Rate in effect at
the Ex-Dividend Time, as determined in the Indenture, exceeds 15% of the Sale
Price of the Common Stock on the Business Day immediately preceding the date of
declaration for such dividend or distribution, the Securities may be surrendered
for conversion beginning on the date the Company gives notice to the Holders of
such right, which shall not be less than 20 days prior to the Ex-Dividend Time
for such dividend or distribution, and Securities may be surrendered for
conversion at any time thereafter until the close of business on the Business
Day prior to the Ex-Dividend Time or until the Company announces that such
dividend or distribution will not take place. For the purposes of this
paragraph, the "Measurement Period" with respect to a dividend on the Common
Stock shall mean the 365 consecutive day period ending on the date prior to the
Ex-Dividend Time with respect to such dividend.

                  Conversion Upon Occurrence of Certain Corporate Transactions.
Subject to the provisions of this paragraph 9 and notwithstanding the fact that
any other condition described herein to conversion has not been satisfied, in
the event the Company is a party to a consolidation, merger, binding share
exchange or transfer of all or substantially all of its assets pursuant to which
the Common Stock would be converted into cash, securities or other property as
set forth in Section 11.16 of the Indenture, the Securities may be surrendered
for conversion at any time from and after the date which is 15 days prior to the
date announced by the Company as the anticipated effective time until 15 days
after the actual effective date of such transaction, and at the effective time
of such transaction the right to convert a Security into Common Stock will be
deemed to have changed into a right to convert it into the kind and amount of
cash, securities or other property which the Holder would have received if the
Holder had converted its Security immediately prior to the transaction.

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

                  The initial Conversion Rate is 18.0421 shares of Common Stock
per $1,000 Original Principal Amount, subject to adjustment in the case of
certain events described in the Indenture. The Company will deliver cash or a
check in lieu of any fractional share of Common Stock. The ability to surrender
Securities for conversion will expire at the close of business on February 14,
2024.

                  A Holder's right to convert the Securities into Common Stock
is also subject to the Company's right to elect to pay such Holder cash in lieu
of delivering shares of Common Stock in accordance with Article 11 of the
Indenture. If the Company shall elect to make such payment in shares of Common
Stock or a combination of cash and Common Stock, the Company shall deliver
notice to the Holder through the Conversion Agent, no later than two Business
Days following receipt of a conversion notice.

                  Securities surrendered for conversion during the period from
the close of business on any Regular Record Date next preceding any Interest
Payment Date to the opening of business on such Interest Payment Date shall be
entitled to receive such interest payable on such

                                      A-8

<PAGE>

Securities on the corresponding Interest Payment Date and (except Securities
with respect to which the Company has mailed a notice of redemption) Securities
surrendered for conversion during such periods must be accompanied by payment of
an amount equal to the interest that the registered Holder is to receive.

                  To convert a Security, a Holder must (a) complete and manually
sign the conversion notice (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (b) surrender the
Security to the Conversion Agent, (c) furnish appropriate endorsements and
transfer documents if required by the Conversion Agent, the Company or the
Trustee and (d) pay any transfer or similar taxes, if required.

                  A Holder may convert a portion of a Security if the Original
Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No
payment or adjustment will be made for dividends on the Common Stock except as
provided in the Indenture. On conversion of a Security, increases in the
Accreted Principal Amount and any accrued and unpaid cash interest, including
Contingent Cash Interest, attributable to the period from the Issue Date through
the Conversion Date shall not be cancelled, extinguished or forfeited, but
rather shall be deemed to be paid in full to the Holder thereof through the
delivery of the Common Stock (or cash in lieu thereof) (together with the cash
payment, if any, in lieu of fractional shares) in exchange for the Security
being converted pursuant to the terms hereof; and the Fair Market Value of such
shares of Common Stock (or cash in lieu thereof) (together with any such cash
payment in lieu of fractional shares) shall be treated as issued, to the extent
thereof, first in exchange for increases in Accreted Principal Amount and any
accrued and unpaid cash interest, including Contingent Cash Interest, accrued
through the Conversion Date, and the balance, if any, of such Fair Market Value
of such Common Stock (and any such cash payments) shall be treated as issued in
exchange for the Issue Price of the Security being converted pursuant to the
provisions hereof.

                  The Conversion Rate will be adjusted in accordance with
Article 11 of the Indenture for dividends or distributions on Common Stock
payable in Common Stock or other Capital Stock; subdivisions, combinations or
certain reclassifications of Common Stock; distributions to all holders of
Common Stock of certain rights to purchase Common Stock for a period expiring
within 60 days of the Issue Date at less than the Sale Price of the Common Stock
at the Time of Determination; distributions to such holders of assets or debt
securities of the Company or certain rights to purchase securities of the
Company (excluding certain cash dividends or distributions) and certain rights
pursuant to stockholder rights plans; certain dividends or distributions of
cash; and certain tender offers or exchange offers. The Company from time to
time may voluntarily increase the Conversion Rate.

                  If the Company is a party to a consolidation, merger or
binding share exchange or a transfer of all or substantially all of its assets,
or upon certain distributions described in the Indenture, the right to convert a
Security into Common Stock may be changed into a right to convert it into
securities, cash or other assets of the Company or another person.

                  10.      Denominations, Transfer, Exchange. The Securities are
in registered form without coupons in denominations of $1,000 Original Principal
Amount and integral multiples of $1,000. The transfer of Securities may be
registered and Securities may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other

                                      A-9

<PAGE>

things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Security or portion of a Security selected for redemption,
except for the unredeemed portion of any Security being redeemed in part. Also,
the Company need not exchange or register the transfer of any Securities for a
period of 15 days before a selection of Securities to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

                  11.      Persons Deemed Owners. The registered Holder of a
Security may be treated as its owner for all purposes.

                  12.      Amendment, Supplement and Waiver. The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in
Original Principal Amount of the Securities then outstanding. The Indenture also
contains provisions permitting the Holders of specified percentages in Original
Principal Amount of the Securities at the time outstanding, on behalf of the
Holders of all outstanding Securities, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.

                  (8)      Defaults and Remedies. Events of Default include: (a)
default in the payment of any principal amount (including the Accreted Principal
Amount) at maturity or any Redemption Price, Purchase Price, or Change in
Control Purchase Price due with respect to the Securities, when the same become
due and payable; (b) default in payment of any interest (including Contingent
Cash Interest) under the Securities, which default continues for 30 days; (c)
the Guarantee ceases to be in full force and effect or is declared null and void
or the Guarantor denies that it has any further liability under its guarantee to
the Security Holders, or has given notice to such effect (other than by reason
of the termination of this Indenture or the release of such guarantee in
accordance with this Indenture), and such condition shall have continued for
period of 30 days after there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in Original Principal Amount of the outstanding Securities a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder; (d) default in
the performance, or breach, of any covenant or warranty of the Company or the
Guarantor in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section specifically
dealt with), and continuance of such default or breach for a period of 30 days
after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
Original Principal Amount of the outstanding Securities a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder, (e) default in the payment
of principal when due or resulting in acceleration of other Indebtedness of the
Company, the Guarantor or any Significant Subsidiary for borrowed money where
the aggregate principal amount with respect to which the

                                      A-10

<PAGE>

default or acceleration has occurred exceeds $50 million and such acceleration
has not been rescinded or annulled or such Indebtedness repaid within a period
of 30 days after written notice to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount at maturity
of the Securities then outstanding; provided that if any such default is cured,
waived, rescinded or annulled, then the Event of Default by reason thereof would
be deemed not to have occurred; and (f) certain events of bankruptcy or
insolvency affecting the Company or the Guarantor.

                  If an Event of Default occurs and is continuing, then in every
such case the Trustee or the Holders of not less than 25% in Original Principal
Amount of the Securities then outstanding may declare the Accreted Principal
Amount of all of the Securities and any accrued and unpaid cash interest and
Contingent Cash Interest, if any, through the date of such declaration, to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such Accreted
Principal Amount and any accrued and unpaid cash interest and Contingent Cash
Interest, if any, shall become immediately due and payable.

                  At any time after such a declaration of acceleration with
respect to the Securities has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Section provided, the Holders of a majority in Original Principal Amount of the
outstanding Securities, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if upon satisfaction of
the conditions specified in the Indenture.

                  If an Event of Default described in clause (f) above occurs
and is continuing, then the Accreted Principal Amount of all the Securities
issued under the Indenture and then outstanding, together with any accrued
interest and Contingent Cash Interest, if any, through the occurrence of such
Event of Default, shall become and be due and payable immediately, without any
declaration or other act by the Trustee or any other Holder.

                  No such waiver or rescission and annulment shall affect any
subsequent Default or impair any right consequent thereon.

                  13.      Trustee Dealings with the Company and the Guarantor.
The Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company, the Guarantor or their
respective Affiliates, and may otherwise deal with the Company, the Guarantor or
their respective Affiliates, as if it were not the Trustee.

                  14.      No Recourse Against Others. No director, officer,
employee, incorporator or shareholder of the Company or the Guarantor, as such,
shall have any liability for any obligations of the Company or the Guarantor, as
the case may be, under the Securities or the Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Securities by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Securities. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the SEC that such a waiver is
against public policy.

                                      A-11

<PAGE>

                  15.      Authentication. This Security shall not be valid
until authenticated by the manual signature of the Trustee or an authenticating
agent.

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

                  17.      Additional Rights of Holders of Restricted Global
Securities. In addition to the rights provided to Holders of Securities under
the Indenture, Holders of Restricted Global Securities shall have all the rights
set forth in the Registration Rights Agreement, dated as of February 11, 2004,
between the Company, the Guarantor and each of the parties named on the
signature pages thereof (the "Registration Rights Agreement").

                  18.      CUSIP Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Securities and the Trustee
may use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

                  19.      Guarantee. The Company's obligations under the
Securities are fully and unconditionally guaranteed by the Guarantor.

                  The Company shall furnish to any Holder upon written request
and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to:

                  American Axle & Manufacturing the Company, Inc.
                  One Dauch Drive
                  Detroit, Michigan 48211-1198
                  Facsimile: (313) 758-3897
                  Attention: General Counsel

                                      A-12

<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below: (I) or (we) assign and transfer
this Security to


                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

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

--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
--------------------------------------------------------------------------------
and irrevocably appoint---------------------------------------------------------
to transfer this Security on the books of the Company.  The agent may substitute
another to act for him.
--------------------------------------------------------------------------------

Date:
     ---------------

                                           Your Signature:
                                                          ----------------------
                                           (Sign exactly as your name appears on
                                            the face of this Security)
SIGNATURE GUARANTEE.

                                      A-13

<PAGE>

                                CONVERSION NOTICE

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

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

$_______________________________________________________________________________

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

________________________________________________________________________________

________________________________________________________________________________

(Insert other person's soc. sec. or tax ID no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

________________________________________________________________________________

Date: _____________________ Your Signature: ____________________________________

________________________________________________________________________________
(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS SECURITY)

                                      A-14

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

American Axle & Manufacturing the Company, Inc.
One Dauch Drive
Detroit, Michigan 48211-1198
Facsimile: (313) 758-3897

Attention: General Counsel

BNY Midwest Trust Company
101 Barclay Street, Fl. 8W
New York, NY 10286
Facsimile: (212) 815-5707

Attn:  Corporate Trust Administration

                  Re: Senior Convertible Securities due 2024

                  Reference is hereby made to the Indenture, dated as of
February 11, 2004 (the "Indenture"), between American Axle & Manufacturing
Holdings, Inc., as issuer ("the Company"), American Axle & Manufacturing, Inc.,
as guarantor and BNY Midwest Trust Company, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

                  ______________ (the "Transferor") owns and proposes to
transfer the Security[s] or interest in such Security[s] specified in Annex A
hereto, in the principal amount of $___________ in such Security[s] or interests
(the "Transfer"), to __________ (the "Transferee"), as further specified in
Annex A hereto. In connection with the Transfer, the Transferor hereby certifies
that:

                  [CHECK ALL THAT APPLY]

                  1.       [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE 144A GLOBAL SECURITY OR A DEFINITIVE SECURITY
PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the United States Securities Act of 1933, as
amended (the "Securities Act"), and, accordingly, the Transferor hereby further
certifies that the beneficial interest or Definitive Security is being
transferred to a Person that the Transferor reasonably believed and believes is
purchasing the beneficial interest or Definitive Security for its own account,
or for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a "qualified
institutional buyer" within the meaning of Rule 144A in a transaction meeting
the requirements of Rule 144A and such Transfer is in compliance with any
applicable blue sky securities laws of

                                      B-1

<PAGE>

any state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Security will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the 144A Global Security
and/or the Definitive Security and in the Indenture and the Securities Act.

                  2.       [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY OR OF AN UNRESTRICTED
DEFINITIVE SECURITY.

                  (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Security will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Securities, on Restricted Definitive Securities and in the Indenture.

                  (b) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i)
The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144 and
in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Security will not be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Securities or
Restricted Definitive Securities and in the Indenture.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                    [Insert Name of Transferor]

                                    By:_________________________________________
                                       Name:
                                       Title:

Dated:  _____________,____

                                      B-2

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

         1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

         (a)      a beneficial interest in the 144A Global Security (CUSIP
                  _________), or

         (b)      a Restricted Definitive Security.

         2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

         (a)      a beneficial interest in the:

                  (i)      144A Global Security (CUSIP ), or

                  (ii)     Unrestricted Global Security (CUSIP ); or

         (b)      a Restricted Definitive Security; or

         (c)      an Unrestricted Definitive Security,

         in accordance with the terms of the Indenture.

                                      B-3

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

American Axle & Manufacturing the Company, Inc.
One Dauch Drive
Detroit, Michigan 48211-1198
Facsimile:  (313) 758-3897

Attention:  General Counsel

BNY Midwest Trust Company
101 Barclay Street, Fl. 8W
New York, NY  10286
Facsimile:  (212) 815-5707

Attn: Corporate Trust Administration

                  Re: Senior Convertible Notes due 2024

                              (CUSIP______________)

Reference is hereby made to the Indenture, dated as of February 11, 2004 (the
"Indenture"), between American Axle & Manufacturing Holdings, Inc., as issuer
("the Company"), American Axle & Manufacturing, Inc., as guarantor, and BNY
Midwest Trust Company, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

____________ (the "Owner") owns and proposes to exchange the Security[s] or
interest in such Security[s] specified herein, in the principal amount of
$____________ in such Security[s] or interests (the "Exchange"). In connection
with the Exchange, the Owner hereby certifies that:

                  EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL SECURITY FOR UNRESTRICTED DEFINITIVE SECURITIES
OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL SECURITY

                  (a)      [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
         A RESTRICTED GLOBAL SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED
         GLOBAL SECURITY. In connection with the Exchange of the Owner's
         beneficial interest in a Restricted Global Security for a beneficial
         interest in an Unrestricted Global Security in an equal principal
         amount, the Owner hereby certifies (i) the beneficial interest is being
         acquired for the Owner's own account without transfer, (ii) such
         Exchange has been effected in compliance with the transfer restrictions
         applicable to the Global Securities and pursuant to and in accordance
         with the United States Securities Act of 1933, as amended (the

                                      C-1

<PAGE>

         "Securities Act"), (iii) the restrictions on transfer contained in the
         Indenture and the Private Placement Legend are not required in order to
         maintain compliance with the Securities Act and (iv) the beneficial
         interest in an Unrestricted Global Security is being acquired in
         compliance with any applicable blue sky securities laws of any state of
         the United States.

                  (b)      [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
         A RESTRICTED GLOBAL SECURITY TO UNRESTRICTED DEFINITIVE SECURITY. In
         connection with the Exchange of the Owner's beneficial interest in a
         Restricted Global Security for an Unrestricted Definitive Security, the
         Owner hereby certifies (i) the Definitive Security is being acquired
         for the Owner's own account without transfer, (ii) such Exchange has
         been effected in compliance with the transfer restrictions applicable
         to the Restricted Global Securities and pursuant to and in accordance
         with the Securities Act, (iii) the restrictions on transfer contained
         in the Indenture and the Private Placement Legend are not required in
         order to maintain compliance with the Securities Act and (iv) the
         Definitive Security is being acquired in compliance with any applicable
         blue sky securities laws of any state of the United States.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                             [Insert Name of Owner]

                                             By: _______________________________
                                                 Name:
                                                 Title:

Dated:  ________________, ____

                                      C-2

<PAGE>

                                                                       EXHIBIT D

                                FORM OF GUARANTEE

                  American Axle & Manufacturing, Inc. (the "Guarantor," which
term includes any successor Person under the Indenture dated as of February 11,
2004 among American Axle & Manufacturing Holdings, Inc., as issuer, the
Guarantor and BNY Midwest Trust Company, as trustee (the "Indenture")) has
unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions of the Indenture, the due and punctual payment of the
principal of and interest or liquidated damages on the Securities, when and as
the same shall become due and payable, whether at maturity, redemption,
repayment or otherwise, all in accordance with the terms set forth in Article 8
of the Indenture.

                  The obligation of the undersigned to the Holders of the
Securities and to the Trustee pursuant to this Guarantee and in the Indenture
are expressly set forth in the Indenture and reference is hereby made to the
Indenture for the precise terms of the Guarantee and all of the other provisions
of the Indenture to which this Guarantee relates.

                  THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN SAID STATE.

                          [SIGNATURE ON FOLLOWING PAGE]

                                      E-1

<PAGE>

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

Dated: February 11, 2004

                                            By and on Behalf of:

                                            AMERICAN AXLE & MANUFACTURING, INC.

                                            By: /s/ MICHAEL K. SIMONTE
                                                --------------------------------
                                                Name: MICHAEL K. SIMONTE
                                                Title: TREASURER

                                       E-2

<PAGE>


                                                                         ANNEX A

                           PROJECTED PAYMENT SCHEDULE*

Comparable Yield = 4.58%, compounded semi-annually
<TABLE>
<CAPTION>

               YEARS 1-7                              YEARS 8-14                             YEARS 15-20
               ---------                              ----------                             -----------

                      PROJECTED PAYMENT                      PROJECTED PAYMENT                       PROJECTED PAYMENT
                   PER $1,000 PRINCIPAL                   PER $1,000 PRINCIPAL                    PER $1,000 PRINCIPAL
           DATE          AMOUNT OF NOTE           DATE          AMOUNT OF NOTE            DATE          AMOUNT OF NOTE
---------------- ----------------------- -------------- ----------------------- --------------- -----------------------
      <S>                        <C>         <C>                         <C>         <C>                         <C>
      8/15/2004                  $10.00      8/15/2011                   $0.00       8/15/2018                   $1.87
      2/15/2005                  $10.00      2/15/2012                   $0.00       2/15/2019                   $1.92
      8/15/2005                  $10.00      8/15/2012                   $0.00       8/15/2019                   $1.98
      2/15/2006                  $10.00      2/15/2013                   $0.00       2/15/2020                   $2.03
      8/15/2006                  $10.00      8/15/2013                   $0.00       8/15/2020                   $2.09
      2/15/2007                  $10.00      2/15/2014                   $0.00       2/15/2021                   $2.14
      8/15/2007                  $10.00      8/15/2014                   $0.00       8/15/2021                   $2.20
      2/15/2008                  $10.00      2/15/2015                   $0.00       2/15/2022                   $2.27
      8/15/2008                  $10.00      8/15/2015                   $1.59       8/15/2022                   $2.33
      2/15/2009                  $10.00      2/15/2016                   $1.63       2/15/2023                   $2.39
      8/15/2009                  $10.00      8/15/2016                   $1.68       8/15/2023                   $2.46
      2/15/2010                  $10.00      2/15/2017                   $1.72       2/15/2024               $2,138.61
      8/15/2010                  $10.00      8/15/2017                   $1.77
      2/15/2011                  $10.00      2/15/2018                   $1.82

</TABLE>


----------------------------------------
*    PROJECTED PAYMENT SCHEDULE BASED ON FIXED RATE EQUIVALENT YIELD TO MATURITY
     OF 2.0% PER ANNUM. ASSUMES 20 YEAR MATURITY, 40% CONVERSION PREMIUM, $38.59
     STOCK PRICE, PUTS IN YEAR 7, 10 AND 15, AND SEVEN YEARS OF CALL PROTECTION.
     ASSUMES CONTINGENT INTEREST FOR ANY SIX-MONTH PERIOD OF 0.25% OF THE MARKET
     PRICE OF A NOTE PER ANNUM IF THE MARKET PRICE OF A NOTE EXCEEDS 120% OF SUM
     OF THE ISSUE PRICE PLUS ACCRETED PRINCIPAL AMOUNT AND ACCRUED CASH
     INTEREST, IF ANY.







                                       E-3