<PAGE>

================================================================================

Exhibit 4.10


                                INTERLIANT, INC.
                                       And
                            THE CHASE MANHATTAN BANK

                                   as Trustee
                                    INDENTURE
                           __________________________
                          Dated as of February 16, 2000
                           __________________________
                   7% Convertible Subordinated Notes due 2005
                               (Additional Issue)



================================================================================


<PAGE>

Section 310(a)(1)    ................................... 5.10
           (a)(2)    ................................... 5.10
           (a)(3)    ................................... Not Applicable
           (a)(4)    ................................... Not Applicable
           (a)(5)    ................................... 5.10
           (b)       ................................... 5.06
Section 311(a)       ................................... 5.07
           (b)       ................................... 5.07
Section 312(a)       ................................... 6.04(a)
                     ................................... 6.01
           (b)       ................................... 6.01
           (c)       ................................... 6.01
Section 313(a)       ................................... 6.02
           (b)       ................................... Not Applicable
           (c)       ................................... 6.02
           (d)       ................................... 6.02
Section 314(a)       ................................... 6.03
           (a)(4)    ................................... 6.03
           (b)       ................................... Not Applicable
           (c)(1)    ................................... 1.03
           (c)(2)    ................................... 1.03
           (c)(3)    ................................... Not Applicable
           (d)       ................................... Not Applicable
           (e)       ................................... 1.03
Section 315(a)       ................................... 5.01
           (b)       ................................... 5.05
           (c)       ................................... 5.01
           (d)       ................................... 5.01
           (e)       ................................... 4.15
Section 316(a)(1)    ................................... 4.02
           (a)(1)(A) ................................... 4.12
           (a)(1)(B) ................................... 4.13
           (a)(2)    ................................... Not Applicable
           (b)       ................................... 4.08
           (c)       ................................... 1.05(d)
Section 317(a)(1)    ................................... 4.03
           (a)(2)    ................................... 4.04(a)
           (b)       ................................... 9.03
Section 318(a)       ................................... 1.15

----------------------
Note:  This reconciliation and tie shall not, for any purpose, be deemed to be a
       part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS


<TABLE>
                                                                                                    Page
                                                                                                    ----
<S>     <C>                                                                                         <C>
ARTICLE 1 Definitions and Other Provisions of General Application....................................1

Section 1.01. Definitions............................................................................1
Section 1.02. Other Definitions......................................................................9
Section 1.03. Compliance Certificates and Opinions..................................................10
Section 1.04. Form of Documents Delivered to Trustee................................................10
Section 1.05. Acts of Holders.......................................................................11
Section 1.06. Notices, Etc. to Trustee and Company..................................................12
Section 1.07. Notice to Holders; Waiver.............................................................13
Section 1.08. Effect of Headings and Table of Contents..............................................13
Section 1.09. Successors and Assigns................................................................13
Section 1.10. Separability Clause...................................................................14
Section 1.11. Benefits of Indenture.................................................................14
Section 1.12. Governing Law.........................................................................14
Section 1.13. Legal Holidays........................................................................14
Section 1.14. Personal Immunity from Liability for Incorporators, Stockholders, Etc.................14
Section 1.15. Conflict with Trust Indenture Act.....................................................14

ARTICLE 2 Securities Forms..........................................................................15

Section 2.01. Forms of Securities...................................................................15
Section 2.02. Form of Trustee's Certificate of Authentication.......................................15
Section 2.03. Securities Issuable in Definitive or Global Form......................................15

ARTICLE 3 The Securities............................................................................16

Section 3.01. Title and Term........................................................................16
Section 3.02. Denominations.........................................................................16
Section 3.03. Execution, Authentication, Delivery and Dating........................................16
Section 3.04. Registration, Registration of Transfer and Exchange...................................17
Section 3.05. Mutilated, Destroyed, Lost and Stolen Securities......................................22
Section 3.06. Payment of Interest; Interest Rights Preserved........................................23
Section 3.07. Persons Deemed Owners.................................................................24
Section 3.08. Cancellation..........................................................................24
Section 3.09. Computation of Interest...............................................................25
Section 3.10. CUSIP Numbers.........................................................................25

ARTICLE 4 Remedies..................................................................................25

Section 4.01. Events of Default.....................................................................25
Section 4.02. Acceleration of Maturity; Rescission and Annulment....................................27
Section 4.03. Collection of Indebtedness and Suits for Enforcement by Trustee.......................28
Section 4.04. Trustee May File Proofs of Claim......................................................29
Section 4.05. Trustee May Enforce Claims Without Possession of Securities...........................30
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                               <C>
Section 4.06. Application of Money Collected........................................................30
Section 4.07. Limitation on Suits...................................................................30
Section 4.08. Unconditional Right of Holders to Receive Principal, Premium, If Any, and Interest....31
Section 4.09. Restoration of Rights and Remedies....................................................31
Section 4.10. Rights and Remedies Cumulative........................................................31
Section 4.11. Delay or Omission Not Waiver..........................................................32
Section 4.12. Control by Holders of Securities......................................................32
Section 4.13. Waiver of Past Defaults...............................................................32
Section 4.14. Waiver of Usury, Stay or Extension Laws...............................................33
Section 4.15. Undertaking for Costs.................................................................33

ARTICLE 5 The Trustee...............................................................................33

Section 5.01. General...............................................................................33
Section 5.02. Certain Rights of Trustee.............................................................34
Section 5.03. Individual Rights of Trustee..........................................................35
Section 5.04. Trustee's Disclaimer..................................................................35
Section 5.05. Notice of Default.....................................................................36
Section 5.06. Conflicting Interests of Trustee......................................................36
Section 5.07. Compensation and Indemnity............................................................36
Section 5.08. Replacement of Trustee................................................................37
Section 5.09. Successor Trustee by Merger, Etc......................................................38
Section 5.10. Eligibility...........................................................................38
Section 5.11. Money Held in Trust...................................................................38
Section 5.12. Preferential Collection of Claims.....................................................38
Section 5.13. Trustee's Application for Instructions from the Company; Liquidated Damages...........38

ARTICLE 6 Holders' Lists And Reports By Trustee And Company.........................................39

Section 6.01. Disclosure of Names and Addresses of Holders..........................................39
Section 6.02. Reports by Trustee....................................................................39
Section 6.03. Reports by Company....................................................................39
Section 6.04. Company to Furnish Trustee Names and Addresses of Holders.............................40

ARTICLE 7 Consolidation, Merger, Sale, Lease Or Conveyance..........................................40

Section 7.01. Consolidations and Mergers of Company and Sales, Leases and Conveyances
              Permitted Subject to Certain Conditions...............................................40
Section 7.02. Rights and Duties of Successor Corporation............................................41
Section 7.03. Officers' Certificate and Opinion of Counsel..........................................41

ARTICLE 8 Supplemental Indentures...................................................................41

Section 8.01. Supplemental Indentures Without Consent of Holders....................................41
Section 8.02. Supplemental Indentures with Consent of Holders.......................................42
Section 8.03. Execution of Supplemental Indenture...................................................43
Section 8.04. Effect of Supplemental Indentures.....................................................43
Section 8.05. Conformity with Trust Indenture Act...................................................43
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>     <C>                                                                                        <C>
Section 8.06. Reference in Securities to Supplemental Indentures....................................43

ARTICLE 9 Covenants.................................................................................44

Section 9.01. Payment of Principal, Premium, If Any, and Interest...................................44
Section 9.02. Maintenance of Office or Agency.......................................................44
Section 9.03. Money for Securities Payments to Be Held in Trust.....................................44
Section 9.04. Existence.............................................................................46
Section 9.05. Payment of Taxes and Other Claims.....................................................46
Section 9.06. Statement as to Compliance; Notice of Default.........................................46
Section 9.07. Waiver of Certain Covenants...........................................................46
Section 9.08. Rule 144A Information Requirement.....................................................47

ARTICLE 10 Redemption Of Securities.................................................................47

Section 10.01. Provisional and Optional Redemption by the Company...................................47
Section 10.02. Election to Redeem; Notice to Trustee................................................48
Section 10.03. Selection by Trustee of Securities to Be Redeemed....................................48
Section 10.04. Notice of Redemption.................................................................49
Section 10.05. Deposit of Redemption Price..........................................................50
Section 10.06. Securities Payable on Redemption Date................................................50
Section 10.07. Securities Redeemed in Part..........................................................50

ARTICLE 11 Repurchase At Option Of Holders Upon Change In Control...................................51

Section 11.01. Right to Require Repurchase..........................................................51
Section 11.02. Conditions to the Company's Election to Pay the Repurchase Price in Common Stock.....51
Section 11.03. Notices; Method of Exercising Repurchase Right, Etc..................................51
Section 11.04. Certain Definitions..................................................................54
Section 11.05. Change in Control....................................................................55
ARTICLE 12 Conversion...............................................................................56

Section 12.01. Conversion Privilege, Conversion Rate and Conversion Price...........................56
Section 12.02. Exercise of Conversion Privilege.....................................................56
Section 12.03. Fractions of Shares..................................................................58
Section 12.04. Adjustment of Conversion Rate........................................................58
Section 12.05. Notice of Adjustments of Conversion Rate.............................................63
Section 12.06. Notice of Certain Corporate Action...................................................63
Section 12.07. Company's Obligation Regarding Common Stock..........................................64
Section 12.08. Taxes on Conversions.................................................................65
Section 12.09. Covenant as to Common Stock..........................................................65
Section 12.10. Cancellation of Converted Securities.................................................65
Section 12.11. Provisions in Case of Reclassification, Consolidation, Merger or Sale of Assets......65
Section 12.12. Company's Obligation.................................................................66

ARTICLE 13 Subordination............................................................................66

Section 13.01. Securities Subordinate to Senior Indebtedness........................................66
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>     <C>                                                                                         <C>
Section 13.02. Payment over of Proceeds upon Dissolution, Etc........................................66
Section 13.03. No Payment When Senior Indebtedness in Default........................................67
Section 13.04. Payment Permitted If No Default.......................................................68
Section 13.05. Subrogation to Rights of Holders of Senior Indebtedness...............................68
Section 13.06. Provisions Solely to Define Relative Rights...........................................69
Section 13.07. Trustee to Effectuate Subordination...................................................69
Section 13.08. No Waiver of Subordination Provisions.................................................69
Section 13.09. Notice to Trustee.....................................................................70
Section 13.10. Reliance on Judicial Order or Certificate of Liquidating Agent........................71
Section 13.11. Trustee Not Fiduciary for Holders of Senior Indebtedness..............................71
Section 13.12. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights..71
Section 13.13. Article Applicable to Paying Agents...................................................71
Section 13.14. Certain Conversions Deemed Payment....................................................71
</TABLE>

SIGNATURES

EXHIBIT A - FORM OF SECURITY

                                       iv
<PAGE>

     INDENTURE, dated as of February 16, 2000, between INTERLIANT, INC., a
Delaware corporation (the "Company"), having its principal office at Two
Manhattanville Road, Purchase, New York, New York 10577 and THE CHASE MANHATTAN
BANK, a New York banking company, as Trustee hereunder (the "Trustee").

                            RECITALS OF THE COMPANY

     The Company has issued $154,825,000 principal amount of its 7% Convertible
Subordinated Notes due 2005 pursuant to the Initial Indenture (as defined
below).

     The Company has duly authorized an additional $10,000,000 issue of its 7%
Convertible Subordinated Notes due 2005 (the "Securities"), and may wish to
authorize another $40,000,000 of the Securities for subsequent issuance.  To
provide for such issuances, the Company has duly authorized the execution and
delivery of this Indenture.

     Upon qualification of this Indenture under the Trust Indenture Act of 1939
(the "TIA"), it shall be subject to the provisions of such Act that are deemed
to be incorporated into this Indenture and shall, to the extent applicable, be
governed by such provisions.

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all the holders of the Securities, as follows:

                                   ARTICLE 1

             Definitions and Other Provisions of General Application

     SECTION 1.01. Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular, and
references to he or him or she or her are intended to be gender neutral;

          (2) all other terms used herein which are defined in the TIA, either
directly or by reference therein, have the meanings assigned to them therein;

          (3) the word "including" means "including without limitation," and

          (4) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.
<PAGE>

     "Act," when used with respect to any Holder, has the meaning specified in
Section 1.05.
        ----

     "Adjusted Outstanding Securities" means, as of any date of calculation, the
sum of  (a) the principal amount of all Outstanding Initial Securities plus (b)
the principal amount of all Outstanding 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 the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Authorized Newspaper" means a newspaper, printed in the English language
or in an official language of the country of publication, customarily published
on each Business Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in each place in connection with which the
term is used or in the financial community of each such place. Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized
Newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.

     "Bankruptcy Law" has the meaning specified in Section 4.01.
                                                           ----

     "Board of Directors" means the board of directors of the Company, the
executive committee of that board or any committee of that board duly authorized
to act hereunder.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

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

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or, if at
any time after execution of this instrument such Commission is not existing and
performing substantially the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties on such date.

     "Common Stock" means the common stock of the Company, $0.01 par value, as
it exists on the date of this Indenture and any shares of any class or classes
of capital stock of the Company resulting from any reclassification or
reclassifications thereof.

     "Company" means the Person named as the "Company" in the first paragraph of
this Indenture until a successor corporation shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor corporation.

                                       2
<PAGE>

     "Company Request" and "Company Order" mean, respectively, a written request
or order signed in the name of the Company by the Chairman of the Board of
Directors, any Co-Chairman of the Board of Directors, the Chief Executive
Officer, the President, the Chief Financial Officer or a Vice President of the
Company and any of the foregoing or any Assistant Vice President, the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company,
and delivered to the Trustee.

     "Conversion Agent" means any Person authorized by the Company pursuant to
Section 9.02 to convert Securities in accordance with Article 12.
        ----                                                  --

     "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business as it relates to this Indenture
shall be principally administered and as to which notice to that effect has been
delivered to the Company and the Holders in accordance with the provisions
hereof, which office at the date hereof is located at The Chase Manhattan Bank,
450 West 33rd Street, 15th Floor, New York, New York 10001, Attention: Capital
Markets Fiduciary Services (Interliant, Inc. 7% Convertible Subordinated Notes
due 2005).

     "corporation" means a corporation, association, partnership, company
(including limited liability company), joint-stock company or business trust.

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

     "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.

     "DTC" means The Depository Trust Company.

     "Government Obligations" means securities that are (i) direct obligations
of the United States of America, for the payment of which its full faith and
credit is pledged, or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which is not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of any
such Government Obligation held by such custodian for the account of the holder
of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of the Government Obligation evidenced by such depository receipt.

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

     "Indebtedness" means, with respect to any Person, and without duplication,
(a) all indebtedness, obligations and other liabilities, contingent or
otherwise, of such Person for borrowed money (including obligations of such
Person in respect of overdrafts, foreign exchange contracts, currency exchange
or similar agreements, interest rate protection, hedging or similar agreements,

                                       3
<PAGE>

and any loans or advances from banks, whether or not evidenced by notes or
similar instruments) or evidenced by bonds, debentures, notes or similar
instruments (whether or not the recourse of the holder is to the whole of the
assets of such Person or to only a portion thereof), other than any account
payable or other accrued current liability or current obligation, in each case
not constituting indebtedness, obligations or other liabilities for borrowed
money and incurred in the ordinary course of business in connection with the
obtaining of materials or services; (b) all reimbursement obligations and other
liabilities, contingent or otherwise, of such Person with respect to letters of
credit, bank guarantees, bankers' acceptances, security purchase facilities or
similar credit transactions; (c) all obligations and liabilities, contingent or
otherwise, in respect of deferred and unpaid balances on any purchase price of
any property; (d) all obligations and liabilities (contingent or otherwise) in
respect of leases of such Person required, in conformity with generally accepted
accounting principles, to be accounted for as capitalized lease obligations on
the balance sheet of such Person and all obligations and other liabilities,
contingent or otherwise, under any lease or related document, including, without
limitation, the balance deferred and unpaid on any purchase price of any
property and a purchase agreement in connection with the lease of real property
that provides that such Person is contractually obligated to purchase or cause a
third party to purchase the leased property and thereby guarantee a minimum
residual value of the leased property to the lessor and the obligations of such
Person under such lease or related document to purchase or to cause a third
party to purchase such leased property; (e) all obligations of such Person,
contingent or otherwise, with respect to an interest rate or other swap, cap or
collar agreement or other similar instrument or agreement or foreign currency
hedge, exchange, purchase or similar instrument or agreement; (f) all direct or
indirect guarantees or similar agreements by such Person in respect of, and
obligations or liabilities, contingent or otherwise, of such Person to purchase
or otherwise acquire or otherwise assure a creditor against loss in respect of,
indebtedness, obligations or liabilities of another Person of the kind described
in clauses (a) through (e); (g) recourse or repurchase obligations arising in
connection with sales of assets in transactions that are in the nature of asset-
based financings, whether or not such transactions are treated as sales under
generally accepted accounting principles or bankruptcy, tax or other applicable
laws, where such recourse or repurchase obligations arise out of the failure of
such assets to provide the economic benefit to which the purchaser is entitled
under the agreements relating to such transactions; (h) any indebtedness or
other obligations described in clauses (a) through (g) secured by any mortgage,
pledge, lien or other encumbrance existing on property that is owned or held by
such Person, regardless of whether the indebtedness or other obligation secured
thereby shall have been assumed by such Person; and (i) any and all deferrals,
renewals, extensions, refinancing, replacements, restatements and refundings of,
or amendments, modifications or supplements to, or any indebtedness or
obligation issued in exchange for, any indebtedness, obligation or liability of
the kind described in clauses (a) through (h).

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof.

     "Initial Indenture" means the Indenture between the Company and The Chase
Manhattan Bank, as trustee, dated as of February 16, 2000, relating to up to
$172,500,000 aggregate principal amount of the Company's 7% Convertible
Subordinated Notes due 2005 certificated and delivered

                                       4
<PAGE>

pursuant thereto (as it may from time to time be supplemented or amended
pursuant to the applicable provisions thereof).

     "Initial Securities" means the Company's 7% Convertible Subordinated Notes
due 2005 authenticated and delivered pursuant to the Initial Indenture.

     "Initial Securities Holders" means the "Holders", as such term is defined
in the Initial Indenture, of the Outstanding Initial Securities.

     "Interest Payment Date" means, with respect to any Security, the Stated
Maturity of an installment of interest on such Security.

     "Liquidated Damages" means additional interest that may accrue on the
Securities and be payable to Holders pursuant to and in accordance in each case
with the terms of the Registration Rights Agreement.

     "Maturity" means the date on which the principal of the Securities becomes
due and payable as therein or herein provided, whether at the Stated Maturity or
upon conversion or by declaration of acceleration, notice of redemption, notice
of option to elect repayment or otherwise.

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board of Directors, any Co-Chairman of the Board of Directors, the President or
a Vice President and by any of the foregoing or the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered
to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company or who may be an employee of or other counsel for the Company
and who shall be reasonably satisfactory to the Trustee.

     "Outstanding," when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:

     (i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

     (ii) Securities, or portions thereof, for whose payment or redemption or
repayment at the option of the Holder, money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Securities;
provided that, if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;

     (iii) Securities that have been paid pursuant to Section 3.05 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee

                                       5
<PAGE>

proof satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;

     (iv) Securities converted into Common Stock pursuant to or in accordance
with this Indenture; and

     (v) Securities repurchased by delivery of Shares of Common Stock in
accordance with Article 11;

     provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, Securities owned by the Company or any
other obligor upon the Securities under a supplemental indenture entered into in
accordance herewith or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making such calculation or
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities that the Trustee knows to be so owned shall
be so disregarded. Securities so owned that have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities under a
supplemental indenture entered into in accordance herewith or any Affiliate of
the Company or of such other obligor.

     "Outstanding Initial Securities" means all Initial Securities that are
"Outstanding", as such term is defined in the Initial Indenture.

     "Paying Agent" means any Person (including the Company) authorized by the
Company to pay the principal of (and premium, if any) or interest (including any
Liquidated Damages) on any Securities on behalf of the Company.

     "Permitted Holders" shall mean Web Hosting Organization LLC, Charterhouse
Group International, Inc., SOFTBANK Technology Ventures IV, L.P., WHO Management
LLC and SOFTBANK Technology Advisors Fund, L.P., and their respective controlled
Affiliates (other than their other portfolio companies), including any Person
(other than their other portfolio companies) in which any of the foregoing,
individually or collectively, owns beneficially more than 50% of the total
voting power of the shares, interests, participations or other equivalents of
corporate stock, partnership or limited liability company interests or any other
participation, right or other interest in the nature of an equity interest of
such Person.

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

                                       6
<PAGE>

     "Place of Payment" means the place or places where the principal of (and
premium, if any), interest on (including any Liquidated Damages) and the
Redemption Prices and the Repurchase Price with respect to the Securities are
payable as specified by Section 9.02.
                                ----

     "Predecessor Security" means, with respect to any Security, every previous
Security evidencing all or a portion of the same debt as that evidenced by such
Security; and, for the purposes of this definition, any Security authenticated
and delivered under Section 3.05 in exchange for or in lieu of a mutilated,
                            ----
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.

     "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.

     "Redemption Price," means the Optional Redemption Price, in the event of an
Optional Redemption, or the Provisional Redemption Price, in the event of a
Provisional Redemption, as the case may be.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of March 10, 2000, between the Company and Microsoft Corporation.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities means the date specified for that purpose as contemplated by
Section 3.06, whether or not a Business Day.
        ----

     "Requisite Holders of Initial Securities" means, (a) in the case of an
action under the Initial Indenture to be taken by Initial Securities Holders of
at least 25% in principal amount of the Outstanding Initial Securities, Initial
Securities Holders of  a  principal amount of  Initial Securities equal to (w)
25% of the Adjusted Outstanding Securities minus (x) the principal amount of the
Securities whose Holders have taken correlative action (if any) under this
Indenture, and (b) in the case of an action under the Initial Indenture to be
taken by Initial Securities Holders of at least a majority in principal amount
of the Outstanding Initial Securities, Initial Securities Holders of a principal
amount of Initial Securities equal to (y) a majority of the Adjusted Outstanding
Securities minus (z) the principal amount of the Securities whose Holders have
taken correlative action (if any) under this Indenture.

     "Responsible Officer," when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller 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.

                                       7
<PAGE>

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

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

     "Security" has the meaning stated in the first recital of this Indenture
and, more particularly, means any Security or Securities authenticated and
delivered under this Indenture.

     "Senior Indebtedness" means the principal of, premium, if any, interest
(including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowable as a claim in any such proceeding) and all other amounts
owed in respect of all Indebtedness of the Company, whether outstanding on the
date of this Indenture or thereafter created, incurred, assumed, guaranteed or
in effect guaranteed by the Company (including all deferrals, renewals,
extensions, refinancings, replacements, restatements or refundings of, or
amendments, modifications or supplements to, the foregoing); except for (a) any
Indebtedness that is by its terms subordinated to or ranking equal with the
Securities; (b) Indebtedness representing the Initial Securities and the payment
of the principal of (and premium, if any) and interest on (including Liquidated
Damages, if any) and all other amounts payable under the Initial Securities; and
(c) Indebtedness between or among the Company and any of its Subsidiaries or its
Affiliates, including all other debt securities and guarantees in respect of
those debt securities issued to any trust, or trustees of any trust, partnership
or other entity affiliated with the Company that is, directly or indirectly, a
financing vehicle used by the Company in connection with the issuance by that
financing vehicle of preferred securities or other securities that rank equal
with, or junior to, the Securities.

     "Significant Subsidiary" means any Subsidiary that is a "significant
subsidiary" (as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
under the Securities Act) of the Company.

     "Special Record Date" for the payment of any Defaulted Interest on the
Securities means a date fixed by the Trustee pursuant to Section 3.06.
                                                                 ----

     "Stated Maturity" means the date specified in the Securities as the fixed
date on which the principal of, or interest on, such Securities is due and
payable.

     "Subsidiary" means a corporation a majority of the outstanding voting
securities of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries of the Company, or by the Company and one or more
other Subsidiaries.  For the purposes of this definition, "voting securities"
means shares, interests, participations or other equivalents of corporate stock,
partnership or limited liability company interests or any other participation,
right or other interest in the nature of an equity interest that ordinarily have
voting power for the election of directors, managers or trustees, whether at all
times or only so long as no senior class of equity interest has such voting
power by reason of any contingency.

     "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, and
the rules and regulations promulgated thereunder, as in force on the date this
Indenture is qualified thereunder; provided, however, that in the event the
Trust Indenture Act of 1939 or such rules and regulations

                                       8
<PAGE>

are amended after such date, "Trust Indenture Act" means, to the extent required
by any such amendment, the Trust Indenture Act of 1939 and such rules and
regulations as so amended.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this Indenture until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder.

     "United States" means the United States of America (including the states
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.


     SECTION 1.02. Other Definitions

Term                                                        Defined in Section

"Act"                                                                    1.05
                                                                        -----
"Average Sale Price"                                                    12.04
                                                                        -----
"Bankruptcy Law"                                                         4.01
                                                                        -----
"Change in Control"                                                     11.05
                                                                        -----
"Change in Control Purchase Notice"                                     11.03
                                                                        -----
"Closing Price"                                                         12.03
                                                                        -----
"Commencement Date"                                                     12.04
                                                                        -----
"Company Notice"                                                        11.03
                                                                        -----
"Conversion Price"                                                      12.01
                                                                        -----
"Conversion Rate"                                                       12.01
                                                                        -----
"Current Event"                                                         12.04
                                                                        -----
"Custodian"                                                              4.01
                                                                        -----
"Defaulted Interest"                                                     3.06
                                                                        -----
"Event of Default"                                                  Article 4
                                                                    ---------
"Ex-Dividend Time"                                                      12.04
                                                                        -----
"Expiration Time"                                                       12.04
                                                                        -----
"Indemnities"                                                            5.07
                                                                        -----
"Make-Whole Payment"                                                    10.01
                                                                        -----
"Material Adverse Effect"                                                9.04
                                                                        -----
"Notice Date"                                                           10.01
                                                                        -----
"Notice of Default"                                                      4.01
                                                                        -----
"Optional Redemption"                                                   10.01
                                                                        -----
"Other Event"                                                           12.04
                                                                        -----
"Provisional Redemption"                                                10.01
                                                                        -----
"Provisional Redemption Date"                                           10.01
                                                                        -----
"Purchased Shares"                                                      12.04
                                                                        -----
"Redeemable Capital Stock"                                              11.05
                                                                        -----
"Reference Date"                                                        12.04
                                                                        -----
"Repurchase Date"                                                       11.01
                                                                        -----
"Repurchase Price"                                                      11.01
                                                                        -----
"Restricted Securities"                                                  3.04
                                                                        -----

                                       9
<PAGE>

"Security Register"                                                       3.04
                                                                         -----
"Security Registrar"                                                      3.04
                                                                         -----
"Senior Indebtedness Default Notice"                                     13.03
                                                                         -----
"Time of Determination"                                                  12.04
                                                                         -----
"Trading Day"                                                            12.03
                                                                         -----

     Section 1.03. Compliance Certificates and Opinions. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

     (a) a statement that each individual signing such certificate or opinion
has read such condition or covenant and the definitions herein relating thereto;

     (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 each such individual, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such condition or covenant has been
complied with; and

     (d) a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.

     SECTION 1.04. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion as to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.

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

                                       10
<PAGE>

Company, unless such counsel knows that the certificate or opinion or
representations as to such matters are erroneous.

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

     SECTION 1.05. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of the Outstanding Securities may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agents duly appointed in writing. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and conclusive in favor of the Trustee and the Company and any
agent of the Trustee or the Company, if made in the manner provided in this
Section 1.05.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness to such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other reasonable manner which the Trustee deems sufficient.

     (c) The ownership of the Securities shall be proved by the Security
Register.

     (d) (i) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, in or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to effect such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so; provided that the Company shall not be
entitled to set a record date for, and the provisions of this paragraph shall
not apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in clause 1.05(d)(iii) below. Notwithstanding
TIA Section 316(c), such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be effected before or after such record date,
but only the Holders of record at the close of business on such record date
shall be deemed to be Holders for the purposes of determining whether Holders of
the requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction,

                                       11
<PAGE>

notice, consent, waiver or other Act, and for that purpose the Outstanding
Securities shall be computed as of such record date; provided that no such
authorization, agreement or consent by the Holders on such record date shall be
deemed effective unless it shall become effective pursuant to the provisions of
this Indenture not later than eleven months after the record date.


     (ii) Subject to clause 1.05(d)(iii) below, in the absence of any such
record date fixed by the Company, regardless as to whether any solicitation of
the Holders is occurring on behalf of the Company or any Holder, the Trustee
may, at its option, fix in advance a record date for the determination of such
Holders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Trustee shall have no obligation to do so.
Any such record date shall be a date not more than 30 days prior to the first
solicitation of Holders generally in connection therewith and no later than the
date of such solicitation.

     (iii) The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (A) any notice of default, (B) any declaration of acceleration
referred to in Section 4.02, (C) any request to institute proceedings referred
to in Section 4.07(b), or (D) any direction referred to in Section 4.12, and may
also set an expiration date by which the relevant Act must be taken. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to join
in such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided that no such Act shall be
effective hereunder unless taken on or prior to any applicable expiration date
by Holders of the requisite principal amount of Outstanding Securities on such
record date. Nothing in this paragraph shall be construed to prevent the Trustee
from setting a new record date for any action (whereupon the record date
previously set shall automatically and without any action by any Person be
canceled and of no effect), nor shall anything in this paragraph be construed to
render ineffective any Act taken by Holders of the requisite principal amount of
Outstanding Securities on the date such Act is taken. Promptly after any record
date is set pursuant to this paragraph, the Trustee, at the Company's expense,
shall cause notice of such record date, the proposed Act by Holders and the
applicable expiration date to be given to the Company in writing and to each
Holder of Outstanding Securities in the manner set forth in Section 1.07.

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

     SECTION 1.06. Notices, Etc. to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or other Act of Holders or
other notice or communication provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with:


     (a) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or with
the Trustee, delivered in

                                       12
<PAGE>

person, mailed by first class mail, postage prepaid, or sent by facsimile or
overnight courier, at its Corporate Trust Office, Attention: Corporate Trust
Administration (Interliant, Inc. 7% Convertible Subordinated Notes due 2005);
provided that notices or other communications to the Trustee shall only be
deemed given when actually received by the Trustee,

     (b) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and delivered in person, mailed by first class mail, postage prepaid, or
sent by facsimile or overnight courier, to the Company addressed to it at the
address of its principal office specified in the first paragraph of this
Indenture; provided that the Company may, by notice furnished in writing to the
Trustee, designate additional or different addresses for subsequent notices or
communications by the Company.

     SECTION 1.07. Notice to Holders; Waiver. Where this Indenture provides for
notice of any event to Holders by the Company or the Trustee, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each such Holder affected by such
event, at his address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders given as provided herein. Any notice mailed to a Holder in the
manner herein prescribed shall be conclusively deemed to have been received by
such Holder, whether or not such Holder actually receives such notice.

     If by reason of the suspension of or irregularities in regular mail service
or by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification to Holders as shall be made with the approval of
the Trustee shall constitute a sufficient notification to such Holders for every
purpose hereunder.

     Any request, demand, authorization, direction, notice, consent, waiver or
other Act required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     SECTION 1.08. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     SECTION 1.09. Successors and Assigns. All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

                                       13
<PAGE>

     SECTION 1.10. Separability Clause. In case any provision in this Indenture
or in any Security 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 1.11. Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto, any Security Registrar, any Paying Agent, any Conversion Agent and their
successors hereunder and the Holders any benefit or any legal or equitable
right, remedy or claim under this Indenture.

     SECTION 1.12. Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the law of the State of New York
without regard to conflict of laws principles.

     SECTION 1.13. Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, Repurchase Date, Stated Maturity or Maturity of any Security or
the last date on which a Holder has the right to convert his Securities shall
not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or any Security), payment of Redemption Price,
Repurchase Price, interest (including any Liquidated Damages) or principal (and
premium, if any), or conversion of the Securities, need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, Redemption Date, Repurchase Date or at the Stated
Maturity or Maturity or on such last day for conversion; provided that no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, Repurchase Date, Stated Maturity or
Maturity or on such last day for conversion, as the case may be.

     SECTION 1.14. Personal Immunity from Liability for Incorporators,
Stockholders, Etc. No recourse shall be had for the payment of the principal of
or premium, if any, or interest (including any Liquidated Damages), if any, on
any Security, or for any claim based thereon, or otherwise in respect of any
Security, or based on or in respect of this Indenture or any indenture
supplemental hereto, against any incorporator, or against any past, present or
future stockholder, director or officer, as such, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being expressly waived and released as a condition of, and as
consideration for, the execution of this Indenture and the issue of Securities.

     SECTION 1.15. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with a provision of the TIA that is required
under such Act to be a part of and govern this Indenture, the latter provision
shall control. If any provision of this Indenture modifies or excludes any
provision of the TIA that may be so modified or excluded, the latter provision
shall be deemed to apply to this Indenture as so modified or to be excluded, as
the case may be. To the extent that any provision of a Security conflicts with a
provision in this Indenture, the provision of this Indenture shall control.

                                       14
<PAGE>

                                   ARTICLE 2

                                Securities Forms


     SECTION 2.01. Forms of Securities. The Securities shall be in substantially
the form of Exhibit A hereto, and shall have notations, legends or endorsements
required by law, stock exchange rule or usage or as otherwise indicated in
Exhibit A hereto.

     SECTION 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication shall be in substantially the following
form:

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

DATED:                        THE CHASE MANHATTAN BANK
                              as Trustee

                              By: ____________________________________________
                                         Authorized Signatory

     SECTION 2.03. Securities Issuable in Definitive or Global Form. The
Securities shall be issuable either in definitive registered form without
coupons or in global form. If the Securities are issued in global form, they
shall be deposited with the Trustee, at its Corporate Trust Office, as custodian
for DTC or the nominees thereof, and any such Security shall represent such of
the Outstanding Securities as shall be set forth in the books and records of the
Trustee and may provide that it shall represent the aggregate amount of
Outstanding Securities from time to time as adjusted in the books and records of
the Trustee, and that the aggregate amount of Outstanding Securities represented
thereby may from time to time be increased or decreased to reflect exchanges.
Any adjustment of the aggregate amount of Outstanding Securities represented by
a Security in global form to reflect the amount, or any increase or decrease in
the amount, of Outstanding Securities represented thereby shall be made by the
Trustee in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 3.03. Subject to the provisions of Section 3.03, the
Trustee shall, if required, deliver and redeliver any Security in global form in
the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order. If a Company Order pursuant to
Section 3.03 has been, or simultaneously is, delivered, any instructions by the
Company with respect to endorsement or delivery or redelivery of a Security in
global form shall be in writing but need not comply with Section 1.03 and need
not be accompanied by an Opinion of Counsel.


     The provisions of the last sentence of Section 3.03 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 1.03 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 3.03.

                                       15
<PAGE>

     Notwithstanding the provisions of Section 3.07, payment of principal of and
                                               ----
any premium and interest (including any Liquidated Damages) on any Security in
global form shall be made to the Person or Persons specified in such Security.

     All Securities issued in global form shall bear the following legend:

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

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE.


                                    ARTICLE 3
                                 The Securities


     SECTION 3.01. Title and Term. The Securities shall be and are hereby
authorized to be designated as "7% Convertible Subordinated Notes due 2005",
limited in aggregate principal amount to $50,000,000. The Securities shall
mature and the principal thereof shall be due and payable, together with all
accrued and unpaid interest thereon, on February 16, 2005. The Securities shall
be convertible into shares of Common Stock. The Securities are entitled to the
payment of Liquidated Damages as set forth herein and in the Registration Rights
Agreement.

     SECTION 3.02. Denominations. The Securities shall be issuable in
denominations of $1,000 and any integral multiple thereof.

     SECTION 3.03. Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Company by the Chief Executive
Officer, the Chief Financial Officer, the Treasurer, the President or a Vice
President of the Company. The signature of any of these individuals on the
Securities may be a manual or facsimile signature of such authorized officer and
may be imprinted or otherwise reproduced on the Securities.

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

                                       16
<PAGE>

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities, executed by the Company, to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities.

     Each Security shall be dated the date of its authentication; provided,
however, that each Security comprising part of the first issuance of Securities
hereunder shall be dated February 16, 2000, and each subsequent issuance of
Securities may, at the Company's option, also be dated February 16, 2000.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for in Section
2.02, duly executed by the Trustee by manual signature of an authorized
----
signatory, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 3.08 together with a written statement (which need not comply with
        ----
Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that
        ----
such Security has never been issued and sold by the Company, for all purposes of
this Indenture, such Security shall be deemed not to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

     SECTION 3.04. Registration, Registration of Transfer and Exchange.


     (a) The Company shall cause to be kept at the Corporate Trust Office of the
Trustee or in any office or agency of the Company in a Place of Payment a
register for the Securities (the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of the Securities and of transfers of the Securities. The Security
Register shall be in written form or any other form capable of being converted
into written form within a reasonable time. The Trustee, at its Corporate Trust
Office, is hereby appointed "Security Registrar" for the purpose of registering
the Securities and transfers of the Securities on such Security Register as
herein provided. In the event that the Trustee shall cease to be Security
Registrar, it shall have the right to examine the Security Register at all
reasonable times.

     Subject to the provisions of this Section 3.04 and except as otherwise
                                               ----
provided in any Security, including any legend thereon, upon surrender for
registration of transfer of any Security at any office or agency of the Company
in a Place of Payment, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities, of any authorized denominations and of
a like aggregate principal amount, bearing a number not contemporaneously
outstanding, and containing identical terms and provisions.

     Subject to the provisions of this Section 3.04, at the option of the
                                               ----
Holder, the Securities may be exchanged for other Securities (including the
exchange of all Outstanding definitive Securities for a global Security if the
Company has made the Securities eligible at DTC and has created a global
security for that purpose), of any authorized denomination or denominations and
of a like aggregate

                                       17
<PAGE>

principal amount, containing identical terms and provisions, upon surrender of
the Securities to be exchanged at any such office or agency. Whenever any such
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities that the Holder making
the exchange is entitled to receive.

     Notwithstanding the foregoing, any global Security shall be exchangeable
only as provided in this paragraph.  The depositary for the global Securities
shall be DTC, and the global Securities may be transferred, in whole but not in
part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor
to DTC for such global Security selected or approved by the Company or to a
nominee of such successor to DTC.  If at any time DTC notifies the Company that
it is unwilling or unable to continue as depositary for the applicable global
Security or Securities or if at any time DTC ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, if so required by
applicable law or regulation, the Company shall appoint a successor depositary
with respect to such global Security or Securities.  If (x) a successor
depositary for such global Security or Securities is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such unwillingness, inability or ineligibility, or (y) a Default or an Event
of Default has occurred and is continuing, or (z) the Company, in its sole
discretion, executes and delivers to the Trustee and the Security Registrar an
Officers' Certificate stating that definitive Securities may be issued in
exchange for interests in a global Security or Securities, then the Company
shall execute, and the Trustee shall authenticate and deliver, definitive
Securities of like rank, tenor and terms in definitive form, registered in such
names as DTC shall direct and bearing such legends as the Company shall specify
in writing, in an aggregate principal amount equal to the principal amount of
such global Security or Securities.  If a Security is issued in exchange for any
portion of a global Security after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date or
(ii) any Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest,
interest or Defaulted Interest, as the case may be, shall not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such global Security is payable in
accordance with the provisions of this Indenture.

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

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

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

                                       18
<PAGE>

exchange of Securities, other than exchanges pursuant to Section 10.07 or
11.03(e) not involving any transfer.

     The Company or the Trustee, as applicable, shall not be required (i) to
issue, register the transfer of or exchange any Security during a period
beginning at the opening of business 15 days before the date of the mailing of a
notice of redemption with respect to the Securities to be redeemed under Section
10.03 and ending at the close of business on the day of the mailing of the
relevant notice of redemption, or (ii) to register the transfer of or exchange
any Security so selected for redemption in whole or in part, except, in the case
of any Security to be redeemed in part, the portion thereof not to be redeemed,
or (iii) to issue, register the transfer of or exchange any Security that has
been surrendered for repayment at the option of the Holder, except the portion,
if any, of such Security not to be so repaid.

     (b) Every Security that bears or is required under this Section 3.04(b) to
bear the legend set forth in this Section 3.04(b) (together with any Common
Stock issued upon conversion or exchange of the Securities (including any
exchange constituting payment of the Repurchase Price for Securities pursuant to
Article 11) and required to bear the legend set forth in Section 3.04(c),
collectively, the "Restricted Securities") shall be subject to the restrictions
on transfer set forth in this Section 3.04(b) (including one of the legends set
forth below), unless such restrictions on transfer shall be waived by written
consent of the Company, and the holder of each such Restricted Security, by such
holder's acceptance thereof, agrees to be bound by all such restrictions on
transfer. As used in Sections 3.04(b) and 3.04(c), the term "transfer"
encompasses any sale, pledge, transfer or other disposition whatsoever of any
Restricted Security. Upon the effectiveness of a filed registration statement
covering the Securities, the Company shall deliver an Officers' Certificate to
the Trustee informing the Trustee of the effectiveness of such registration and
instructing the Trustee regarding the issuance and delivery of unlegended
Securities.

     Until two years after the original issuance date of any Security, any
certificate evidencing such Security (and all securities issued in exchange
therefor or substitution thereof, other than Common Stock, if any, issued upon
conversion thereof or upon payment of the Repurchase Price therefor pursuant to
Article 11, which shall bear the legend set forth in Section 3.04(c), if
applicable) shall bear a legend in substantially the following form (unless such
Securities have been transferred pursuant to a registration statement that has
been declared effective under the Securities Act (and which continues to be
effective at the time of such transfer), pursuant to the exemption from
registration provided by Rule 144 under the Securities Act, or unless otherwise
agreed by the Company in writing, with notice thereof to the Trustee in the form
of an Officers' Certificate):

     THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND
MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY
ITS ACQUISITION HEREOF, THE HOLDER; (1) AGREES THAT IT WILL NOT WITHIN TWO YEARS
AFTER THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY RESELL OR OTHERWISE
TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON
CONVERSION OR EXCHANGE OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO THE EXEMPTION FROM

                                       19
<PAGE>

REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH
TRANSFER); AND (2) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE
SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO
CLAUSE 2(C) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY WITHIN TWO YEARS
AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY (OTHER THAN A TRANSFER PURSUANT TO
CLAUSE 2(C) ABOVE), THE HOLDER MUST SUBMIT THIS CERTIFICATE TO THE CHASE
MANHATTAN BANK, AS TRUSTEE. IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(B)
ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE CHASE MANHATTAN
BANK, AS TRUSTEE, SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS
THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
UPON THE EARLIER OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO
CLAUSE 2(B) OR 2(C) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL
ISSUANCE OF THE SECURITY EVIDENCED HEREBY.

     Any Security (or Security issued in exchange or substitution therefor) as
to which such restrictions on transfer shall have expired in accordance with
their terms may, upon surrender of such Security for exchange to the Security
Registrar in accordance with the provisions of this Section 3.04, be exchanged
                                                            ----
for a new Security or Securities, of like tenor and aggregate principal amount,
which shall not bear the restrictive legend required by this Section 3.04(b).
                                                                     -------

     At such time as all interests in the global Security have been redeemed,
converted, canceled, repurchased or transferred, the global Security shall be,
upon receipt thereof, canceled by the Trustee in accordance with standing
procedures and instructions existing between the depositary and the Custodian.

     (c) Until two years after the original issuance date of any Security, any
stock certificate representing Common Stock issued upon conversion or exchange
of such Security (including any exchange constituting payment of the Repurchase
Price for any Securities pursuant to Article 11) of such Security shall bear a
legend in substantially the following form (unless such Common Stock has been
sold pursuant to the exemption from registration provided by Rule 144 under the
Securities Act or pursuant to a registration statement that has been declared
effective under the Securities Act, and which continues to be effective at the
time of such transfer, or such Common Stock has been issued upon conversion or
exchange of Securities that have been transferred pursuant to a registration
statement that has been declared effective under the Securities Act, or unless
otherwise agreed by the Company with written notice thereof to the Trustee (in
the form of an Officers' Certificate) and any transfer agent for the Common
Stock):

     THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR

                                       20
<PAGE>

ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN
THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT UNTIL THE EXPIRATION OF
TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE SECURITY UPON THE CONVERSION OR
EXCHANGE OF WHICH THE COMMON STOCK EVIDENCED HEREBY WAS ISSUED, (1) IT WILL NOT
RESELL OR OTHERWISE TRANSFER THE COMMON STOCK EVIDENCED HEREBY EXCEPT (A) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR
(C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH
TRANSFER); (2) PRIOR TO ANY SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO
CLAUSE 1(C) ABOVE), IT WILL FURNISH TO CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
AS TRANSFER AGENT, SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS
THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (3) IT WILL DELIVER TO EACH
PERSON TO WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A
TRANSFER PURSUANT TO CLAUSE 1(C) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE
COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE 1(B) OR 1(C) ABOVE OR THE
EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY UPON THE
CONVERSION OR EXCHANGE OF WHICH THE COMMON STOCK EVIDENCED HEREBY WAS ISSUED.

     Any such Common Stock as to which such restrictions on transfer shall have
expired in accordance with their terms may, upon surrender of the certificates
representing such shares of Common Stock for exchange in accordance with the
procedures of the transfer agent for the Common Stock, be exchanged for a new
certificate or certificates for a like aggregate number of shares of Common
Stock, which shall not bear the restrictive legend required by this Section
3.04(c).

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

     (e) Notwithstanding any provision of Section 3.04 to the contrary, in the
event Rule 144(k) as promulgated under the Securities Act (or any successor
rule) is amended to change the two-year period under Rule 144(k) (or the
corresponding period under any successor rule), from and after receipt by the
Trustee of the Officers' Certificate and Opinion of Counsel provided for in this
Section 3.04(e), (i) each reference in Section 3.04(b) to "two years" and in the
restrictive legend set forth in such paragraph to "TWO YEARS" shall be deemed
for all purposes hereof to be

                                       21
<PAGE>

references to such changed period, (ii) each reference in Section 3.04(c) to
"two years" and in the restrictive legend set forth in such paragraph to "TWO
YEARS" shall be deemed for all purposes hereof to be references to such changed
period and (iii) all corresponding references in the Securities and the
restrictive legends thereon shall be deemed for all purposes hereof to be
references to such changed period, provided that such changes shall not become
effective if they are otherwise prohibited by, or would otherwise cause a
violation of, the then-applicable federal securities laws. As soon as
practicable after the Company has knowledge of the effectiveness of any such
amendment to change the two-year period under Rule 144(k) (or the corresponding
period under any successor rule), unless such changes would otherwise be
prohibited by, or would otherwise cause a violation of, the then-applicable
securities law, the Company shall provide to the Trustee an Officers'
Certificate and Opinion of Counsel informing the Trustee of the effectiveness of
such amendment and the effectiveness of the foregoing changes to Sections
3.04(b) and 3.04(c) and the Notes. The provisions of this Section 3.04(e) shall
not be effective until such time as the Opinion of Counsel and Officers'
Certificate have been received by the Trustee hereunder. This Section 3.04(e)
shall apply to successive amendments to Rule 144(k) (or any successor rule)
changing the holding period thereunder.

     SECTION 3.05. Mutilated, Destroyed, Lost and Stolen SecuritiesZ. If any
mutilated Security is surrendered to the Trustee or the Company, together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them or any agent of either of them harmless, the Company shall, at
the relevant Holder's expense, execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same principal amount,
containing identical terms and provisions and bearing a number not
contemporaneously outstanding.

     If there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company, at the relevant Holder's expense, shall execute, and
upon the Company's request the Trustee shall authenticate and deliver, in lieu
of any such destroyed, lost or stolen Security, a new Security of the same
principal amount, containing identical terms and provisions and bearing a number
not contemporaneously outstanding, appertaining to such destroyed, lost or
stolen Security.

     Notwithstanding the provisions of the previous two paragraphs, in case any
such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.

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

     Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security, shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by

                                       22
<PAGE>

anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

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

     SECTION 3.06. Payment of Interest; Interest Rights Preserved. Interest on
any Security (including any Liquidated Damages) 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 (or one or more Predecessor
Securities) 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 pursuant to Section 9.02; provided, however, that each installment of
interest (including any Liquidated Damages) on any Security may at the Company's
option be paid by (i) mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 3.07, to the
address of such Person as it appears on the Security Register or (ii) if the
Trustee shall have received written bank wire instructions prior to the Regular
Record Date for such payment, transfer to an account maintained by the payee
located inside the United States; provided, however, that payments to DTC shall
be made by wire transfer of immediately available funds to the account of DTC or
its nominee. The term "Regular Record Date" with respect to any Interest Payment
Date shall mean the February 1 or August 1 preceding February 16 or August 16,
respectively.

     Any interest (including any Liquidated Damages) on any Security that is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered Holder thereof on the relevant Regular Record Date by
virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in clause 3.06(a) or
3.06(b) below:

          (a) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security and the date of the
proposed payment (which shall not be less than 30 days after such notice is
received by the Trustee) and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit on or prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the
Company shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment. The Company shall promptly notify the Trustee
of such Special Record Date and, in the name and at the expense of the Company,
the Trustee shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of Securities at his address as it appears in the
Security Register not less than 10 days prior to such Special Record Date. The
Trustee may, in its discretion, in the name and at the expense of the Company,
cause a similar notice to be published at

                                       23
<PAGE>

least once in an Authorized Newspaper in each Place of Payment, but such
publications shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names the Securities
(or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (b).

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

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     SECTION 3.07. Persons Deemed Owners. Prior to due presentment of a Security
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of (and premium, if any), and (subject to Sections 3.04 and 3.06)
interest on, such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.

     None of the Company, the Trustee, any Paying Agent or the Security
Registrar shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

     Notwithstanding the foregoing, with respect to any global Security, nothing
herein shall prevent the Company, the Trustee, or any agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any depositary, as a Holder, with respect to such
global Security or impair, as between such depositary and owners of beneficial
interests in such global Security, the operation of customary practices
governing the exercise of the rights of such depositary (or its nominee) as a
Holder of such global Security.

     SECTION 3.08. Cancellation. All Securities surrendered for payment,
redemption, repayment at the option of the Holder or registration of transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities surrendered directly to the
Trustee for any such purpose shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder that the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder that the Company has not issued and sold, and all
Securities so delivered

                                       24
<PAGE>

shall be promptly canceled by the Trustee. If the Company shall so acquire any
of the Securities, however, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Securities unless and
until the same are surrendered to the Trustee for cancellation. No Securities
shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture.
Canceled Securities held by the Trustee shall be destroyed by the Trustee and
the Trustee shall deliver a certificate of such destruction to the Company,
unless by a Company Order the Company directs their return to it.

     SECTION 3.09. Computation of Interest. Interest (including any Liquidated
Damages) on the Securities shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.

     SECTION 3.10. CUSIP Numbers. The Company in issuing the Securities shall
use "CUSIP" numbers, and the Trustee shall use CUSIP numbers in notices of
redemption as a convenience to Holders; provided however, that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company shall promptly notify
the Trustee of any change in the CUSIP numbers applicable to the Securities.

                                    ARTICLE 4
                                    Remedies

     SECTION 4.01. Events of Default. "Event of Default," wherever used herein
with respect to the Securities, means any one of the following events (whatever
the reason for such Event of Default and whether or not it shall be occasioned
by the provisions of Article 13 or 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):

          (a) default in the payment of any interest (including any Liquidated
Damages) upon any Security, when such interest becomes due and payable, and
continuance of such default for a period of 30 days (whether or not such payment
is prohibited by the provisions of Article 13); or

          (b) default in the payment of (i) the principal of (or premium, if
any, on) any Security when it becomes due and payable at its Maturity, or (ii)
the Redemption Price (including the Make-Whole Payment, if any) with respect to
any Security when it becomes due and payable (whether or not such payment is
prohibited by the provisions of Article 13); or

          (c) default in the payment of the Repurchase Price in respect of any
Security on the Repurchase Date therefor (whether or not such payment is
prohibited by the provisions of Article 13 and whether or not a Person other
than the Company has offered to repurchase Outstanding Securities as
contemplated by Section 11.03(k)); or

                                       25
<PAGE>

          (d) failure by the Company to give the Company Notice in accordance
with Section 11.03(a) to all Holders of Outstanding Securities and to the
Trustee, or failure by the Company to comply with its covenants set forth in
Section 11.03(b); or

          (e) failure by the Company to deliver shares of Common Stock (together
with cash in lieu of fractional shares) when such Common Stock (or cash in lieu
of fractional shares) is required to be delivered following conversion of a
Security and continuation of such default for a period of 10 days; or

          (f) default in the performance, or breach, of any covenant or warranty
of the Company in this Indenture with respect to any Security (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 60 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 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;
provided, however, that such notice shall be ineffective unless and until a
Responsible Officer of the Trustee has received notice from the Company that
Requisite Holders of Initial Securities have given to the Company a written
notice specifying a default or breach in accordance with Section 4.01 (f) of the
Initial Indenture and requiring it to be remedied and stating that such notice
is a "Notice of Default" under the Initial Indenture; or

          (g) a default under any bonds, debentures, notes or other evidences of
indebtedness for money borrowed of the Company or under any mortgages,
indentures or instruments under which there may be issued or by which there may
be secured or evidenced any indebtedness for money borrowed by the Company,
whether such indebtedness now exists or shall hereafter be created, which
indebtedness, individually or in the aggregate, has a principal amount
outstanding in excess of $10,000,000, which default shall have resulted in such
indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, without such indebtedness
having been discharged, or such acceleration having been rescinded or annulled,
within a period of 60 days after there shall have 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 principal amount of the Securities then
Outstanding, a written notice specifying such default and requiring the Company
to cause such indebtedness to be discharged or cause such acceleration to be
rescinded or annulled and stating that such notice is a "Notice of Default"
hereunder (unless such default has been cured or waived); provided, however,
that such notice shall be ineffective unless and until a Responsible Officer of
the Trustee has received notice from the Company that Requisite Holders of
Initial Securities have given to the Company a written notice specifying a
default in accordance with Section 4.01(g) of the Initial Indenture and
requiring the Company to cause such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating that such notice is a
"Notice of Default" under the Initial Indenture; or

                                       26
<PAGE>

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

               (i) commences a voluntary case,

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

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

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

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

               (vi) is for relief against the Company or any Significant
Subsidiary in an involuntary case,

               (vii) appoints a Custodian of the Company or any Significant
Subsidiary or for all or substantially all of the property of any of them, or

               (viii) orders the winding up or liquidation of the Company or any
Significant Subsidiary,

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

     As used in this Section 4.01 only, the term "Bankruptcy Law" means title
11, U.S. Code or any similar Federal or State law for the relief of debtors and
the term "Custodian" means any receiver, trustee, assignee, liquidator or other
similar official under any Bankruptcy Law.

     SECTION 4.02. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Securities at the time Outstanding occurs and
is continuing, then and in every such case the Trustee, or the Holders of not
less than 25% in principal amount of the Outstanding Securities, may declare the
principal of all the Securities, and accrued interest thereon to 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 the Holders), and upon any such
declaration such principal shall become immediately due and payable; provided,
however, that such notice shall be ineffective unless and until a Responsible
Officer of the Trustee has received notice from the Company that Requisite
Holders of Initial Securities have given to the Company a written notice
declaring the principal of all the Initial Securities, and accrued interest
thereon to the date of such declaration, to be immediately due and payable in
accordance with Section 4.02 of the Initial Indenture. If an Event of Default
specified in Section 4.01(h) or Section 4.01(i) occurs, the principal of, and
accrued interest on, all the Securities shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, 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

                                       27
<PAGE>

Trustee as hereinafter provided in this Article, the Holders of a majority in
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:

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

               (i) all overdue installments of interest on all Outstanding
Securities,

               (ii) the principal of (and premium, if any, on) any Outstanding
Securities that have become due otherwise than by reason of such declaration of
acceleration and interest thereon at the rate or rates borne by or provided for
in such Securities,

               (iii) to the extent that payment of such interest is lawful,
interest upon overdue installments of interest at the rate or rates borne by or
provided for in such Securities, and

               (iv) 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

          (b) all Events of Default with respect to the Securities, other than
the nonpayment of the principal of (or premium, if any) or interest on
Securities which have become due solely by reason of such declaration of
acceleration, have been cured or waived as provided in Section 4.13.

     No such rescission and annulment shall affect any subsequent Default or
Event of Default or impair any right in respect thereof.

     A rescission and annulment of such declaration and its consequences shall
be automatic, and without any declaration or other action on the part of the
Trustee or any Holder, immediately upon a Responsible Officer of the Trustee
receiving notice from the Company that Initial Securities Holders of a principal
amount of the Outstanding Initial Securities equal to a majority in principal
amount of the Adjusted Outstanding Securities have rescinded a correlative
declaration of acceleration with respect to the Initial Securities.  The
provisions of Section 316(a)(1) of the TIA are excluded from this Indenture to
the extent inconsistent with the immediately preceding sentence.

     SECTION 4.03. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

          (a) default is made in the payment of any installment of interest
(including any Liquidated Damages) on any Security when such interest becomes
due and payable and such default continues for a period of 30 days, or

          (b) default is made in the payment of the principal of (or premium, if
any, on) any Security at its Maturity,

     then the Company shall, upon demand of the Trustee, pay to the Trustee, for
the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal (and premium, if any) and interest
(including any Liquidated Damages), with interest upon any overdue principal
(and premium, if any) and, to the extent that payment of such interest shall be

                                       28
<PAGE>

legally enforceable, upon any overdue installments of interest (including any
Liquidated Damages), at the rate or rates borne by or provided for in such
Securities, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities under a
supplemental indenture entered into in accordance herewith and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other such obligor upon such Securities,
wherever situated.

     If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders of 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 4.04. Trustee May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities under a supplemental
indenture entered into in accordance herewith or the property of the Company or
of such other obligor or the Company's, or any such other obligor's, creditors,
the Trustee (irrespective of whether the principal of the Securities shall then
be due and payable as therein expressed or by acceleration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal, premium, if any, or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise:

     (a) to file and prove a claim for the whole amount, or such lesser amount
as may be provided for in the Securities, of principal (and premium, if any) and
interest, 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

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

     and any custodian, receiver, assignee, trustee, liquidator, sequestrator
(or other similar official) in any such judicial proceeding is hereby directed
by each Holder to make such payments to the Trustee, and in the event that the
Trustee shall request or consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee and any
predecessor Trustee, their agents and counsel, and any other amounts due the
Trustee or any predecessor Trustee under Section 5.07.

                                       29
<PAGE>

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a
Security, 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 of a Security in any
such proceeding; provided however, that the Trustee may, on behalf of the
Holders, vote for the election of a trustee in bankruptcy or similar official
and be a member of a creditors' or other similar committee.

     SECTION 4.05. Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or any of 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 4.06. 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 premium, if any) or interest, upon
presentation of the Securities, or both, as the case may be, 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 and any predecessor
Trustee under Section 5.07;
                      ----

     SECOND:  To the holders of Senior Indebtedness to the extent required by
the provisions of Article 13.
                          --

     THIRD:  To the payment of the amounts then due and unpaid upon the
Securities for principal (and premium, if any) and interest (including
Liquidated Damages, if any) payable, 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 the aggregate amounts due and payable on such Securities
for principal (and premium, if any) and, interest (including Liquidated Damages,
if any), respectively; and

     FOURTH: To the payment of the remainder, if any, to the Company. SECTION
4.07. Limitation on Suits. No Holder of any Security 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:

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

     (b) the Holders of not less than 25% in principal amount of the Outstanding
Securities 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 and a Responsible Officer of the Trustee shall

                                       30
<PAGE>

have received notice from the Company that Requisite Holders of Initial
Securities have made a written request to the trustee under the Initial
Indenture to institute proceedings in respect of the correlative event of
default under the Initial Indenture in its own name as trustee under the Initial
Indenture;

     (c) such Holder or Holders have offered to the Trustee security or
indemnity reasonably satisfactory to the Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request;

     (d) the Trustee for 60 days after its receipt of such notice, request and
offer of security or indemnity has failed to institute any such proceeding; and

     (e) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal
amount of the Outstanding Securities;

     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 benefit of
all such Holders.

     SECTION 4.08. Unconditional Right of Holders to Receive Principal, Premium,
If Any, and Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of, and premium, if any,
including the Redemption Prices and Make-Whole Payment upon redemption pursuant
to Article 10, the Repurchase Price pursuant to Article 11 and (subject to
Sections 3.04 and 3.06) interest (including Liquidated Damages, if any) on such
Security on the respective due dates expressed in such Security (or, in the case
of redemption or repurchase, on the Redemption Date or Repurchase Date, as the
case may be) and to convert such Security in accordance with the provisions of
this Indenture and to institute suit for the enforcement of any such payment and
right to convert, and such rights shall not be impaired or adversely affected
without the consent of such Holder.

     SECTION 4.09. Restoration of Rights and Remedies. If the Trustee or any
Holder of a Security 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, the Company, the Trustee and the
Holders of Securities shall, subject to any determination in such proceeding, 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 4.10. Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 3.05, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders of Securities
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

                                       31
<PAGE>

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 4.11. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security 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 of Securities, as the case may be.

     SECTION 4.12. Control by Holders of Securities. The Holders of not less
than a majority in 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 that:

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

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

     (c) the Trustee need not take any action that might involve it in personal
liability or be unduly prejudicial to the Holders of Securities not joining
therein, and

     (d) a Responsible Officer of the Trustee has received notice from the
Company that Requisite Holders of Initial Securities have given the trustee
under the Initial Indenture an identical directive with respect to the Initial
Securities.

     SECTION 4.13. Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities may on behalf of the
Holders of all the Securities waive any past Default or Event of Default
hereunder with respect to such Securities and its consequences, except a Default
or Event of Default:

     (a) in the payment of the principal of (or premium, if any) or interest
(including Liquidated Damages) on any Security,

     (b) in respect of the conversion by the Company of any Security into Common
Stock,

     (c) in the payment of the Redemption Prices or Make-Whole Payment pursuant
to Article 10,

     (d) in the payment of the Repurchase Price pursuant to Article 11, or

     (e) in respect of a covenant or provision hereof that under Article 8
cannot be modified or amended without the consent of the Holder of each
Outstanding Security affected.

                                       32
<PAGE>

     Any past Default or Event of Default hereunder with respect to the
Securities and its consequences, except a Default or Event of  Default described
in clauses (a) through (e) of this Section 4.13, shall be automatically waived,
without any declaration or other action on the part of the Trustee or any
Holder, immediately upon a Responsible Officer of the Trustee receiving notice
from the Company that Initial Securities Holders of a principal amount of the
Outstanding Initial Securities equal to a majority of the Adjusted Outstanding
Securities have rescinded the correlative default or event of default with
respect to the Initial Securities. The provisions of Section 316(a)(1) of the
TIA are excluded from this Indenture to the extent inconsistent with the
immediately preceding sentence.

     Upon any such waiver, such Default or Event of Default shall cease to
exist, and any Event of Default arising from any such Default shall be deemed to
have been cured, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereon.

     SECTION 4.14. Waiver of Usury, Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it shall not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, 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 the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

     SECTION 4.15. 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 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, 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 the Company, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest on any Security on or after the respective
Stated Maturities expressed in such Security (or, in the case of redemption or
repurchase, on or after the Redemption Date or the Repurchase Date,
respectively), or the right to convert any Security in accordance with Article
12.


                                   ARTICLE 5

                                   The Trustee

     SECTION 5.01. General. The Trustee, prior to the occurrence of an Event of
Default and after the curing of all Events of Default that may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default has occurred (that has not
been cured or waived), the Trustee shall exercise such of the rights and

                                       33
<PAGE>

powers vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act,
its own willful misconduct, its own recklessness or its own bad faith.

     SECTION 5.02. Certain Rights of Trustee. Subject to TIA Sections 15(a)
through (d):

     (a) the Trustee may rely, and shall be protected in acting or refraining
from acting, upon any resolution, certificate, statement, instrument, facsimile
transmission, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed, made or presented by the
proper person, and may accept and rely upon the same as conclusive evidence of
the truth and accuracy of the statements and opinions contained therein. The
Trustee need not investigate any fact or matter stated in any such document;

     (b) before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel, which shall conform to Section
1.03. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such certificate or opinion;

     (c) the Trustee may consult with counsel, and the written advice of such
counsel shall be full and complete authorization and protection with respect to
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon, and may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any attorney or agent appointed
with due care;

     (d) 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 against the costs, expenses and liabilities that might be
incurred by it in complying with such request or direction;

     (e) 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 its rights or
powers or for any action it takes or omits to take in accordance with the
written direction of the holders of a majority in principal amount of the
Outstanding Securities relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture;

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

     (g) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or

                                       34
<PAGE>

document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company personally or
by agent or attorney;

     (h) the Trustee shall not be required to take notice or be deemed to have
notice of any Default or Event of Default unless the Trustee be specifically
notified of such Default or Event of Default in writing by the Company or any
Holder, and in the absence of such notice the Trustee may conclusively assume
that there is no Default or event of Default; provided that if the Trustee is
acting as Paying Agent, the Trustee shall be required to take and be deemed to
have notice of its failure to receive payments of interest or principal
hereunder;

     (i) except for information provided by the Trustee concerning the Trustee,
the Trustee shall have no responsibility with respect to any information in any
offering memorandum or other disclosure material distributed with respect to the
Securities, and the Trustee shall have no responsibility for compliance with
securities laws in connection with the issuance and sale, resale or exchange of
the Securities;

     (j) in the event the Trustee shall receive inconsistent or conflicting
requests and security or indemnity from two or more groups of Holders, each
representing at least 25% (but less than 50%) of the aggregate principal amount
of the Securities then Outstanding, the Trustee, if such requests are effective
requests under this Indenture, shall act in accordance with instructions
received by the Holders of the greater percentage thereof;

     (k) except as otherwise expressly provided by the provisions of this
Indenture, the Trustee shall not be obligated, and may not be required to give
or furnish any notice, demand, report, request, reply, statement, advice or
opinion to any Holder or to the Company or any other Person, and the Trustee
shall not incur any liability for its failure or refusal to give or furnish the
same unless obligated or required to do so by the express provisions hereof; and

     (l) the Trustee shall not be required to give any bond or surety with
respect to the performance of its duties or the exercise of its powers under
this Indenture.

     SECTION 5.03. Individual Rights of Trustee. The Trustee, any Paying Agent,
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise
deal with the Company, its Subsidiaries or its Affiliates with the same rights
it would have if it were not the Trustee, Paying Agent, Security Registrar or
such other agent. Any registrar, co- registrar, paying agent, conversion agent
or authenticating agent may do the same with like rights. However, upon
qualification of this Indenture under the TIA, the Trustee shall be subject to
TIA Sections 310(b) and 311.

     SECTION 5.04. Trustee's Disclaimer. The Trustee (i) makes no representation
as to the validity or adequacy of this Indenture, the Securities or the offering
documents relating to the Securities, (ii) shall not be accountable for the
Company's use or application of the proceeds from the Securities and (iii) shall
not be responsible for any statement in the Securities other than its
certificate of authentication.

                                       35
<PAGE>

     SECTION 5.05. Notice of Default. If any Event of Default occurs and is
continuing and if the Trustee has actual knowledge of such Event of Default, the
Trustee shall mail to each holder in the manner and to the extent provided in
TIA Section 313(c) notice of the Event of Default within 90 days after it
occurs, unless such Event of Default has been cured or waived; provided,
however, that, except in the case of a Default in the payment of the principal
of (or premium, if any) or interest on any Security, the Trustee shall be
protected in withholding such notice if and so long as Responsible Officers of
the Trustee in good faith determine that the withholding of such notice is in
the interests of the Holders of the Securities; and provided further that in the
case of any Default or breach referred to in Section 4.01(e) with respect to the
Securities, no such notice to Holders shall be given until at least 90 days
after the occurrence thereof.

     SECTION 5.06. Conflicting Interests of Trustee. If the Trustee has or shall
acquire a conflicting interest within the meaning of the TIA, the Trustee shall
either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the TIA and this Indenture.

     SECTION 5.07. Compensation and Indemnity. The Company shall pay to the
Trustee such compensation as shall be agreed upon in writing for its services.
The compensation of the Trustee shall not be limited by any law on compensation
of a trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of- pocket expenses, disbursements and advances
incurred or made by the Trustee in accordance with this Indenture. Such expenses
shall include the reasonable compensation, expenses, disbursements and advances
of the Trustee's agents and counsel.

     The Company shall indemnify and hold harmless the Trustee and its
directors, agents and employees (including officers ) (collectively the
"Indemnitees") against any and all losses, liabilities, obligations, damages,
penalties, fines, judgments, actions, suits, proceedings, reasonable costs and
expenses (including reasonable fees and disbursements of counsel) of any kind
whatsoever that may be incurred by or imposed on the Indemnities or any of them
arising out of or in connection with the acceptance or administration of the
Trustee's duties under this Indenture; provided, however, that the Company need
not reimburse any expense or indemnify against any loss, obligation, damage,
penalty, fine, judgment, action, suit, proceeding, reasonable cost or expense
(including reasonable fees and disbursements of counsel) of any kind whatsoever
that may be incurred by Indemnitees or any of them which results from the
negligence or willful misconduct of the Indemnitees or any of them.  The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder, unless the Company is materially prejudiced thereby.
The Company shall defend the claim, and the Trustee shall cooperate in the
defense.  Unless otherwise set forth herein, the Indemnitees or any of them, may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel.  The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld. The provisions of
this Section 5.07 shall survive the termination of this Indenture and the
             ----
resignation or removal of the Trustee for any reason, including any termination
under any bankruptcy law.

     To secure the Company's payment obligations in this Section 5.07, the
                                                                 ----
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, in its capacity

                                       36
<PAGE>

as Trustee, except money or property held in trust to pay principal of, premium,
if any, and interest on particular Securities.

     If the Trustee incurs expenses or renders services after the occurrence of
an Event of Default specified in Section 4.01(g) or Section 4.01(h), such
                                         -------            -------
expenses, and the compensation due to the Trustee for such services, are
intended to constitute expenses of administration under Title 11 of the United
States Bankruptcy Code or any applicable federal or state law for the relief of
debtors.

     SECTION 5.08. 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
5.08.


     The Trustee may resign at any time by so notifying the Company in writing
at least thirty days prior to the date of the proposed resignation.  The Holders
of a majority in principal amount of the Outstanding Securities may at any time,
by written notice to the Trustee and the Company, remove the Trustee and, with
the prior consent of the Company, appoint a successor Trustee.  The Company may
remove the Trustee if:  (i) the Trustee is no longer eligible under Section
5.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver
----
or other public officer takes charge of the Trustee or its property; or (iv) the
Trustee becomes incapable of acting.

     If the Trustee is removed without the concurrent appointment by the Holders
of a successor Trustee, if the Trustee resigns, or if a vacancy exists in the
office of Trustee for any other reason, the Company shall promptly appoint a
successor Trustee.  If no successor Trustee has delivered its written acceptance
required by the next succeeding paragraph of this Section 5.08 within thirty
                                                          ----
days after the retiring Trustee delivers notice of its resignation or is
removed, or after the occurrence of a vacancy in the office of Trustee for any
other reason, the retiring Trustee, the Company or the Holders of a majority in
principal amount of the Outstanding Securities may petition any court of
competent jurisdiction for 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.  Immediately after the delivery of
such written acceptance, subject to the lien provided in Section 5.07, (i) the
                                                                 ----
retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee, (ii) the resignation or removal of the retiring Trustee shall
become effective and (iii) the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. A successor Trustee shall
mail notice of its succession to each Holder.

     If the Trustee is no longer eligible under Section 5.10, any Holder who
                                                        ----
satisfies the requirements of TIA Section 310(b) may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

     The Company shall give notice of any resignation and any removal of the
Trustee and each appointment of a successor Trustee to all holders.  Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.

     Notwithstanding replacement of the Trustee pursuant to this Section 5.08,
                                                                         ----
the Company's obligations under Section 5.07 shall continue for the benefit of
                                        ----
the retiring Trustee.

                                       37
<PAGE>

     SECTION 5.09. Successor Trustee by Merger, Etc. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all of its
corporate trust business (including the administration of this Indenture) to,
another corporation or national banking association, the resulting, surviving or
transferee corporation or national banking association, without any further act,
shall be the successor Trustee with the same effect as if the successor Trustee
had been named as the Trustee herein.

     SECTION 5.10. Eligibility. This Indenture shall always have a Trustee who
satisfies the requirements of TIA Section 310(a)(1). The Trustee (or the bank
holding company to which the Trustee is a member) shall have a combined capital
and surplus of at least $25 million as set forth in its most recent published
annual report of condition.

     SECTION 5.11. Money Held in Trust. Subject to the provisions of Section
9.03 and Sections 13.02, 13.03 and 13.09, all monies received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received. The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree with the
Company. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

     SECTION 5.12. Preferential Collection of Claims. If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the
Securities under a supplemental indenture entered into in accordance herewith),
the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of the claims against the Company (or any such other
obligor).

     SECTION 5.13. Trustee's Application for Instructions from the Company;
Liquidated Damages. (a) Any application by the Trustee for written instructions
from the Company (other than with regard to any action proposed to be taken or
omitted to be taken by the Trustee that affects the rights of the Holders or
holders of Senior Indebtedness under this Indenture, including, without
limitation, under Article 13 hereof) may, at the option of the Trustee, set
forth in writing any action proposed to be taken or omitted by the Trustee under
this Indenture and the date on and/or after which such action shall be taken or
such omission shall be effective. The Trustee shall not be liable for any action
taken by, or omission of, the Trustee in accordance with a proposal included in
such application on or after the date specified in such application (which date
shall not be less than ten Business Days after the date any officer of the
Company actually receives such application, unless any such officer shall have
consented in writing to any earlier date) unless prior to taking any such action
(or the effective date in the case of an omission), the Trustee shall have
received written instructions in response to such application specifying the
action to be taken or omitted.

     (b) If Liquidated Damages are payable to Holders pursuant to the terms of
the Registration Rights Agreement, the Company shall deliver to the Trustee a
certificate to that effect stating (i) the amount of Liquidated Damages that is
payable and (ii) the date on which such amount of Liquidated Damages is payable.
Unless and until a Responsible Officer of the Trustee receives at the Corporate
Trust Office such a certificate, the Trustee may assume without inquiry that no
Liquidated Damages are payable. Upon receipt of a Company Request together with
a sum sufficient to pay such Liquidated Damages so becoming due, the Trustee
shall pay such Liquidated Damages

                                       38
<PAGE>

to the Holders in the same manner as interest on the Securities. If the Company
has paid Liquidated Damages directly to the Persons entitled to them, the
Company shall deliver to the Trustee a certificate setting forth the particulars
of such payment.

                                   ARTICLE 6

                Holders' Lists And Reports By Trustee And Company

     SECTION 6.01. Disclosure of Names and Addresses of Holders. Every Holder of
Securities, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company or the Trustee, nor any Paying Agent or any
Security Registrar, shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders of Securities in
accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).

     SECTION 6.02. Reports by Trustee. Within 60 days after October 15 of each
year, commencing with the first October 15 to occur after the qualification of
this Indenture, the Trustee shall transmit by mail to all Holders of Securities
as provided in TIA Section 313(c), if required by TIA Section 313(a), a brief
report dated as of such October 15. A copy of each such report shall at the time
of such transmission to Holders be filed by the Trustee with the Company.

     SECTION 6.03. Reports by Company. The Company shall:

     (a) file with the Trustee, within 15 days after the Company is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) that the Company may be required to file with the Commission pursuant
to Sections 13(a) or 13(b) or Section 15(d) of the Securities Exchange Act of
1934; or, if the Company is not required to file information, documents or
reports pursuant to any of such Sections, then it shall file with the Trustee,
in accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports that may be required pursuant to Section 13 of the Securities Exchange
Act of 1934 in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

     (b) file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations; and

     (c) file with the Trustee and the Commission, if applicable, and transmit
by mail to the Holders, within thirty days after the filing thereof with the
Trustee, in the manner and to the extent provided in TIA Section 313(c), such
summaries of any information, documents and reports required to be filed by the
Company pursuant to paragraphs (1) and (2) of this Section as may be required by
rules and regulations prescribed from time to time by the Commission and sell
other

                                       39
<PAGE>

information as may be required pursuant to the TIA, at the time and in the
manner provided pursuant to such Act.

     SECTION 6.04. Company to Furnish Trustee Names and Addresses of Holders.

     (a) The Company shall furnish or cause to be furnished to the Trustee:

          (i) semi-annually, not later than 10 days after the Regular Record
Date for the payment of interest on the Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders as of
such Regular Record Date; and

          (ii) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished,

     provided, however, that, so long as the Trustee is the Security Registrar,
no such list shall be required to be furnished.

     (b) The Company shall provide the Trustee with at least thirty days' prior
notice of any change in location of its principal executive offices or other
principal place of business.

     (c) The Company shall promptly give notice to the Trustee of any action
taken by the Initial Securities Holders that affect the rights of the Holders of
the Securities.

                                   ARTICLE 7

                Consolidation, Merger, Sale, Lease Or Conveyance

     SECTION 7.01. Consolidations and Mergers of Company and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions. The Company may consolidate
with, or sell, lease, transfer, convey or otherwise dispose of all or
substantially all of its assets to, or merge with or into any other Person,
provided however, that in any such case, (1) either the Company shall be the
continuing corporation, or the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or the Person (if other than a
Subsidiary of the Company) that acquires or leases the Company's assets
substantially as an entirety is a corporation organized and existing under the
laws of any United States jurisdiction and expressly assumes the due and
punctual payment of the principal of (and premium, if any) and any interest
(including Liquidated Damages, if any) payable pursuant to this Indenture on all
of the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Company and shall have provided for conversion
rights, if applicable, in accordance with the provisions of Article 12 hereof,
by supplemental indenture, complying with Article 8 hereof, satisfactory to the
Trustee, executed and delivered to the Trustee by such corporation and (2)
immediately after giving effect to such transaction, no Default or Event of
Default, shall have occurred and be continuing. For purposes of the foregoing,
the transfer (by lease, assignment, sale or otherwise) of the properties and
assets of one or more Subsidiaries (other than to the Company or another
Subsidiary), which, if such assets were owned by the Company, would constitute
all or substantially all of the properties and assets of the Company, shall be
deemed to be the transfer of all or substantially all of the properties and
assets of the Company.

                                       40
<PAGE>

     SECTION 7.02. Rights and Duties of Successor Corporation. In case of any
such consolidation, merger, sale, lease, conveyance or other disposition and
upon any such assumption by the successor Person, such successor Person shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part, and the predecessor
corporation, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities. Such successor Person
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Securities issuable hereunder that
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor Person, instead of the Company,
and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Securities that
previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication, and any Securities that such successor Person
thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution hereof.

     In case of any such consolidation, merger, sale, lease, conveyance or other
disposition, such changes in phraseology and form (but not in substance) may be
made in the Securities thereafter to be issued as may be appropriate.

     SECTION 7.03. Officers' Certificate and Opinion of Counsel. Any
consolidation, merger, sale, lease, transfer, conveyance or other disposition
permitted under Section 7.01 is also subject to the condition that the Trustee
receive an Officers' Certificate and an Opinion of Counsel to the effect that
any such consolidation, merger, sale, lease, transfer, conveyance or other
disposition complies with the provisions of this Article. Such opinion of
counsel shall state that any supplemental indenture executed and delivered by a
successor Person pursuant to this Article 7 constitutes the legal, valid and
binding obligation of such successor Person, subject to customary exceptions.

                                   ARTICLE 8

                             Supplemental Indentures

     SECTION 8.01. Supplemental Indentures Without Consent of Holders. Without
the consent of any Holders of Securities, the Company, when authorized by or
pursuant to a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

     (a) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company contained
herein and the Securities issued hereunder;

     (b) to add to the covenants of the Company for the equal and ratable
benefit of the Holders or to surrender any right, power or option herein
conferred upon the Company;

                                       41
<PAGE>

     (c) to add any Events of Default for the benefit of the Holders proposed by
the Company in a Company Request and, in respect of any such additional Events
of Default such supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate enforcement upon
such Event of Default, or may limit the remedies available to the Trustee upon
such Event of Default or limit the right of the Holders of a majority in
aggregate principal amount of those Securities to which such additional Events
of Default apply to waive such default, all as set forth in the Company Request;

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

     (e) to cure any ambiguity or to correct or supplement any provision herein
that may be defective or inconsistent with any other provision herein; provided
such provisions shall not adversely affect the interests of the Holders of
Securities in any material respect;

     (f) to make any change that does not adversely affect the rights of any
holder of Securities or to surrender any right, power or option conferred on the
Company hereunder;

     (g) to make any change to comply with any requirement of the Commission in
connection with the qualification of the Indenture under TIA; or

     (h) to provide for the issuance of uncertificated Securities in addition to
or in place of certificated Securities; provided, however that the
uncertificated Securities are issued in registered form for purposes of Section
163(f) of the Internal Revenue Code of 1986.

     The Company and the Trustee may not enter into a supplemental indenture
pursuant to this Section 8.01 if such supplemental indenture modifies in any
respect any Event of Default relating to any covenant in this Indenture in
effect immediately prior to the time such supplemental indenture becomes
effective.

     SECTION 8.02. Supplemental Indentures with Consent of Holders. With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders;
provided, however, that without any action on the part of any Holder, the
Trustee shall enter into an indenture or indentures supplemental hereto in
substantially the form of any indenture supplemental to the Initial Indenture to
which Initial Securities Holders of not less than a majority in principal amount
of the Outstanding Initial Securities have consented; and provided further, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

                                       42
<PAGE>

     (a) reduce the principal amount, Repurchase Price or Redemption Price with
respect to any Security, or extend the Stated Maturity of any Security or alter
the manner of payment or rate of interest on any Security or make any Security
(including any Liquidated Damages or Redemption Price or Repurchase Price in
respect of such Security) payable in money or securities other than that stated
in the Security;

     (b) reduce the percentage in principal amount of the Outstanding Securities
the consent of whose Holders is required for any such supplemental indenture or
the consent of whose Holders is required for any waiver with respect to
Securities (or for any waiver of compliance with certain provisions of this
Indenture or certain Defaults or Events of Default and their consequences);

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

     (d) modify the provisions of the Indenture relating to the ranking of the
Securities in a manner adverse to the Holders of the Securities; or

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

     It shall not be necessary for 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 8.03. Execution of Supplemental Indenture. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Article 5)
shall be fully protected in relying upon, an Opinion of Counsel stating that (i)
the execution of such supplemental indenture is authorized or permitted by this
Indenture, (ii) all conditions precedent to its execution and delivery have been
complied with, and (iii) such supplemental indenture constitutes the valid and
binding obligation of the Company. The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture that affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

     SECTION 8.04. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

     SECTION 8.05. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

     SECTION 8.06. 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

                                       43
<PAGE>

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 and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

                                   ARTICLE 9

                                    Covenants

     SECTION 9.01. Payment of Principal, Premium, If Any, and Interest. The
Company covenants and agrees for the benefit of the Holders of Securities that
it shall duly and punctually pay the principal of (and premium, if any),
interest on (including Liquidated Damages, if any), and the Repurchase Price,
the Redemption Price and the Make Whole Payment with respect to, the Securities
in accordance with the terms of the Securities and this Indenture. At the option
of the Company, all payments of principal with respect to any Security may be
paid by check to the registered Holder of the Security or other Person entitled
thereto against surrender of such Security. The conversion of any Securities
pursuant to Article 12 hereof and payment of the Repurchase Price by delivery of
shares of Common Stock in accordance with Article 11, together with the making
of any cash payments required to be made in accordance with the terms of the
Securities and this Indenture, shall satisfy the Company's obligations under
this Section 9.01 with respect to such Securities.


     SECTION 9.02. Maintenance of Office or Agency. The Company shall maintain a
Place of Payment for the Securities in the Borough of Manhattan, The City of New
York, which shall be an office or agency where the Securities may be presented
or surrendered for payment or conversion, exchange or redemption, where the
Securities may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Corporate Trust Office shall initially be such
office or agency of the Company, unless and until the Company shall designate
and maintain some other office or agency for one or more of such purposes. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of each such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee its agent to receive all
such presentations, surrenders, notices and demands.

     The Company may from time to time designate one or more other offices or
agencies (in or outside of The City of New York) where the Securities may be
presented or surrendered for any or all of 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 accordance with the requirements set forth above for such
purposes. The Company shall 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 9.03. Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any
Securities, it shall, on or before each due date of the principal of (and

                                       44
<PAGE>

premium, if any), or interest on, the Securities, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
shall promptly notify the Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for the
Securities, it shall, before each due date of the principal of (and premium, if
any), or interest on, the Securities, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest, so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest and (unless such Paying Agent is the
Trustee) the Company shall promptly notify the Trustee of its action or failure
so to act.

     The Company shall cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument pursuant to which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent shall:

     (a) hold all sums held by it for the payment of principal of (and premium,
if any,) or interest on the Securities, in trust for the benefit of the Persons
entitled thereto, until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;

     (b) give the Trustee notice of any default by the Company (or any other
obligor upon the Securities under a supplemental indenture entered into in
accordance herewith) in the making of any such payment of principal (and
premium, if any) or interest; and

     (c) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
sums.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Security and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company upon Company Request or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment of such
principal of (and premium, if any) or interest on any Security, without interest
thereon, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in an Authorized Newspaper, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining shall be repaid to the Company.

                                       45
<PAGE>

     SECTION 9.04. Existence. Subject to Article 7, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect the corporate existence of the Company and its Subsidiaries, and their
respective rights (charter and statutory) and franchises, except to the extent
that the Board of Directors shall determine that the failure to do so would not
have a material adverse effect on the business, assets, financial condition or
results of operation of the Company (a "Material Adverse Effect"); provided,
however, that the Company shall not be required to preserve any 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 and
that the loss thereof is not disadvantageous in any material respect to the
Holders.

     SECTION 9.05. Payment of Taxes and Other Claims. The Company shall pay or
discharge, or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property of the
Company or any Subsidiary, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any Subsidiary and have a Material Adverse Effect; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim, the amount,
applicability or validity of which is being contested in good faith by
appropriate proceedings.

     SECTION 9.06. Statement as to Compliance; Notice of Default. The Company
shall deliver to the Trustee, within 120 days after the end of each fiscal year
of the Company, a certificate from the Company's Chief Executive Officer, Chief
Financial Officer or principal accounting officer as to his or her knowledge of
the Company's compliance with all terms, conditions and provisions under this
Indenture and, in the event of any noncompliance, specifying such noncompliance
and the nature and status thereof. As of the date hereof, the Company's fiscal
year ends on December 31. For purposes of this Section 9.06, such compliance
shall be determined without regard to any period of grace or requirement of
notice under this Indenture. The Company, within five Business Days of becoming
aware of the occurrence of any Default or Event of Default, shall deliver
written notice to the Trustee of the occurrence thereof.

     SECTION 9.07. Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Section 9.04 or 9.05 if, before the time for such compliance, the Holders of at
least a majority in principal amount of the Outstanding Securities, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

     Any such waiver of compliance with any term, provision or condition set
forth in Section 9.04 or 9.05 and its consequences shall be automatic and
without any other Act of such Holders, or other action on the part of the
Trustee, immediately upon a Responsible Officer of the Trustee receiving notice
from the Company that Initial Securities Holders of a principal amount of the
Outstanding Initial Securities equal to a majority in principal amount of the
Adjusted Outstanding

                                       46
<PAGE>

Securities have waived a correlative covenant or condition set forth in Section
9.04 or 9.05 of the Initial Indenture.

     SECTION 9.08. Rule 144A Information Requirement. Within the period prior to
the expiration of the holding period applicable to sales thereof under Rule
144(k) under the Securities Act (or any successor provision), the Company
covenants and agrees that it shall, during any period in which it is not subject
to Section 13 or 15(d) under the Exchange Act, make available to any Holder or
beneficial owner of Securities that continue to be Restricted Securities, in
connection with any sale thereof, and to any prospective purchaser of Securities
from such holder or beneficial owner, the information required pursuant to Rule
144A(d)(4) under the Securities Act upon the request of any such holder or
beneficial owner of the Securities, and the Company shall take such further
action as any holder or beneficial owner of such Securities may reasonably
request, all to the extent required from time to time to enable such holder or
beneficial owner to sell its Securities without registration under the
Securities Act within the limitation of the exemption provided by Rule 144A, as
such rule may be amended from time to time.

                                   ARTICLE 10

                            Redemption Of Securities

     SECTION 10.01. Provisional and Optional Redemption by the Company.

     (a) The Securities may be redeemed at the election of the Company, as a
whole or in part, from time to time, at any time on or before February 18, 2003
(a "Provisional Redemption"), upon notice as set forth in Section 10.04, at a
redemption price equal to $1,000 per $1,000 principal amount of the Securities
redeemed plus accrued and unpaid interest (including Liquidated Damages, if
any), if any (such amount, together with the Make-Whole Payment described below,
the "Provisional Redemption Price"), to but excluding the date of redemption
(the "Provisional Redemption Date") if (i) the Closing Price of the Common Stock
has exceeded 150% of the Conversion Price (as defined in Article 12 and as such
may be adjusted from time to time) then in effect for at least 20 Trading Days
in any period of 30 consecutive Trading Days ending on the Trading Day prior to
the date of mailing of the provisional notice of redemption pursuant to Section
10.04 (the "Notice Date"), and (ii) a registration statement covering resales of
the Securities and the Common Stock issuable upon conversion thereof is
effective and available for use and is expected to remain effective for the 30
days following the Provisional Redemption Date.

     Upon any such Provisional Redemption, the Company shall make an additional
payment in cash (the "Make-Whole Payment") with respect to the Securities called
for redemption to holders on the Notice Date in an amount equal to $152.54 per
$1,000 principal amount of the Securities, less the amount of any interest
actually paid on such Securities prior to the Notice Date.  The Company shall
make the Make-Whole Payment on all Securities called for Provisional Redemption,
including those Securities converted into Common Stock between the Notice Date
and the Provisional Redemption Date, and shall deliver an Officers' Certificate
to the Trustee setting forth the amount of such interest and the amount of the
Make-Whole Payment reduced thereby per $1,000 in aggregate principal amount of
Securities.

                                       47
<PAGE>

     (b) The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, at any time after February 18, 2003, and
prior to maturity (an "Optional Redemption"), upon notice as set forth in
Section 10.04, at the following optional redemption prices (expressed as
percentages of the principal amount), together in each case with accrued and
unpaid interest (including Liquidated Damages, if any), if any, up to but not
including the date fixed for redemption (the "Optional Redemption Price"), if
redeemed during the periods described below:

                            Period                    Redemption Price
                            ------                    ----------------

February 19, 2003 through February 15, 2004                102.8%
Thereafter                                                 101.4%


     SECTION 10.02. Election to Redeem; Notice to Trustee. The election of the
Company to redeem any Securities shall be evidenced by a Board Resolution. In
case of any redemption at the election of the Company of all or any part of the
Securities pursuant to Section 10.01 (Provisional Redemption or Optional
Redemption), the Company shall, at least 15 days prior to the giving of the
notice of redemption in Section 10.04 to the Holders (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of the Redemption Date
and of the principal amount of Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with all such restrictions.

     SECTION 10.03. Selection by Trustee of Securities to Be Redeemed. If less
than all the Securities are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days and not less than 30 days prior
to the Redemption Date by the Trustee, from the Outstanding Securities not
previously called for redemption, by lot, pro rata or any other method that
complies with the requirements of any exchange on which the Securities are
listed or quoted and that the Trustee shall deem fair and appropriate.

     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, solely for
purposes of determining the aggregate principal amount of the Securities to be
redeemed, to be the portion selected for redemption (provided, however, that the
Holder of such Security so converted and deemed redeemed shall not be entitled
to any interest payment as a result of such deemed redemption except for such
interest payment as such Holder would have otherwise been entitled to receive
upon conversion of such Security). Securities that have been converted during a
selection of Securities to be redeemed may be treated by the Trustee as
Outstanding for the purpose of such selection.

     Securities in denominations of $1,000 may only be redeemed in whole. The
Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Securities that have denominations larger
than $1,000.

                                       48
<PAGE>

     The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Security redeemed or to be redeemed only in part, to the portion of
the principal amount of such Security which has been or is to be redeemed.

     SECTION 10.04. Notice of Redemption. Notice of redemption shall be given in
the manner provided in Section 1.07, (i) at least 10 Trading Days, but not more
than 20 Trading Days, prior to the Provisional Redemption Date in the case of a
Provisional Redemption, to each Holder of Securities to be redeemed, and (ii) at
least 30 days, but not more than 60 days, prior to the Redemption Date in the
case of an Optional Redemption; provided, in each case, that failure to give
such notice in the manner herein provided to the Holder of any Security
designated for redemption as a whole or in part, or any defect in the notice to
any such Holder, shall not affect the validity of the proceedings for the
redemption of any other such Security or portion thereof.

     All notices of redemption shall state:

     (a) the Redemption Date;

     (b) the Redemption Price;

     (c) if less than all Outstanding Securities are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of
the particular Securities to be redeemed;

     (d) if any Security is to be redeemed in part only, the portion of the
principal amount of such Security to be redeemed, and the notice that relates to
such Security shall state that on and after the Redemption Date, upon surrender
of such Security, the holder shall receive, without a charge, a new Security or
Securities of authorized denominations for the principal amount thereof
remaining unredeemed;

     (e) whether the redemption is a Provisional Redemption or an Optional
Redemption;

     (f) that on the Redemption Date, the Redemption Price shall become due and
payable upon each such Security, or the portion thereof, to be redeemed and, if
applicable, that interest thereon shall cease to accrue on and after said date;

     (g) the Place or Places of Payment where such Securities are to be
surrendered for payment of the Redemption Price;

     (h) that Securities called for redemption must be presented and surrendered
to the Paying Agent to collect the redemption price;

                                       49
<PAGE>

     (i) the then current Conversion Price and Make-Whole Payment, if any;

     (j) that the Securities called for redemption may be converted at any time
before the close of business on the last Business Day prior to the Redemption
Date;

     (k) the CUSIP number of such Security, if any; and

     (l) that a Holder of Securities who desires to convert Securities must
satisfy the requirements for conversion contained in such Securities.

     Notice of redemption of Securities to be redeemed shall be given by the
Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company.

     SECTION 10.05. Deposit of Redemption Price. Not later than 11:00 a.m. New
York City time on the 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 9.03) an amount of
money sufficient to pay, on the Redemption Date, the Redemption Price of all the
Securities or portions thereof that are to be redeemed on that date, other than
Securities or portions thereof called for redemption on that date that have been
delivered by the Company to the Trustee for cancellation or have been converted.
Upon written request, the Trustee or the Paying Agent, as the case may be, shall
return to the Company no later than 5 Business Days after such request any money
not required to pay such Redemption Price.

     SECTION 10.06. Securities Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Securities shall cease to bear interest.
Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the Redemption Price
provided, however, that if the Provisional Redemption Date is an Interest
Payment Date, the semi-annual payment of interest becoming due on such date
shall be payable to the Holders of such Securities registered as such on the
relevant Regular Record Date according to their terms and the provisions of
Section 3.06, and with respect to a Provisional Redemption, the holder of any
Securities converted into Common Stock pursuant to the terms hereof after the
Notice Date and prior to the Provisional Redemption Date shall have the right to
the Make-Whole Payment regardless of the conversion of such Securities.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the Redemption Price, shall, until paid, bear interest
from the Redemption Date at the rate borne by the Security and such Security
shall remain convertible into Common Stock until the Redemption Price, and any
such accrued interest, shall have been paid or duly provided for.

     SECTION 10.07. Securities Redeemed in Part. Any Security that is to be
redeemed only in part (pursuant to the provisions of this Article) shall be
surrendered at a Place of Payment therefor (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

                                       50
<PAGE>

his attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge a new Security or Securities, of any authorized denomination as
requested by such Holder in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered.

                                   ARTICLE 11

             Repurchase At Option Of Holders Upon Change In Control

     SECTION 11.01. Right to Require Repurchase. In the event that a Change in
Control shall occur, each Holder shall have the right, at the Holder's option,
to require the Company to repurchase (subject to the provisions of Section
13.03) all of such Holder's Securities, or any portion of the principal amount
thereof that is an integral multiple of $1,000 (provided that no single Security
may be repurchased in part unless the portion of the principal amount of such
Security to be outstanding after such repurchase is equal to $1,000 or an
integral multiple of $1,000), on the date (the "Repurchase Date") that is 45
Business Days after the date of the occurrence of a Change in Control at a
purchase price equal to 100% of the principal amount plus interest (including
Liquidated Damages, if any) accrued and unpaid to the Repurchase Date (the
"Repurchase Price"). At the option of the Company, the Repurchase Price may be
paid in cash or, subject to the fulfillment by the Company of the conditions set
forth in Section 11.02, by delivery of that number of shares of Common Stock
equal to the quotient of (i) the Repurchase Price divided by (ii) 95% of the
average of the Closing Prices of the Common Stock for the five consecutive
Trading Days ending on and including the third Trading Day immediately preceding
the date of the occurrence of the Change in Control.

     SECTION 11.02. Conditions to the Company's Election to Pay the Repurchase
Price in Common Stock.

     The Company may elect to pay the Repurchase Price by delivery of shares of
Common Stock pursuant to Section 11.01 if and only if the following conditions
have been satisfied:

     (a) The shares of Common Stock delivered in payment of the Repurchase Price
are listed for trading on a U.S. national securities exchange or approved for
trading in the NASDAQ National Market; and

     (b) All shares of Common Stock delivered in payment of the Repurchase Price
are issued out of the Company's authorized but unissued Common Stock and shall,
upon issue, be duly and validly issued and fully paid and non-assessable and
free of any preemptive rights.

     If all of the conditions set forth in this Section 11.02 are not satisfied
                                                        -----
in accordance with the terms hereof, the Repurchase Price shall be paid by the
Company only in cash.

     SECTION 11.03. Notices; Method of Exercising Repurchase Right, Etc. (a)
Unless the Company shall have theretofore called for redemption all of the
Outstanding Securities, on or before the date that is 30 Business Days after the
occurrence of a Change in Control, the Company shall give notice to all Holders
of Outstanding Securities and to the Trustee (the "Company Notice") of

                                       51
<PAGE>

the occurrence of the Change in Control and of the repurchase right set forth
herein arising as a result thereof.

     Each Company Notice shall state:

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

     (ii) the date by which the Change in Control Purchase Notice (as defined
below) must be delivered;

     (iii) the Repurchase Date;

     (iv) the Repurchase Price, and whether the Repurchase Price shall be paid
by the Company in cash or by delivery of shares of Common Stock;

     (v) a description of the procedure that a Holder must follow to exercise a
repurchase right;

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

     (vii) the place or places where such Securities are to be surrendered for
payment of the Repurchase Price or for conversion;

     (viii) briefly, the conversion rights of Holders of Securities;

     (ix) the Conversion Rate and any adjustments thereto; and

     (x) that Holders who want to convert Securities must satisfy the
requirements set forth in the Securities.

     Promptly after giving the Company Notice to the Holders of Outstanding
Securities and to the Trustee, the Company shall cause a copy of the Company
Notice to be published in The Wall Street Journal or another daily newspaper of
national circulation.

     (b) If any Senior Indebtedness is outstanding at the time of the occurrence
of a Change in Control, and such Senior Indebtedness prohibits by its terms the
Company's repurchase of its Securities upon the occurrence of a Change in
Control, the Company shall prior to giving the Company Notice either:

          (i) repay in full all obligations and terminate all commitments under
or in respect of all such Senior Indebtedness or offer to repay in full all
obligations and terminate all commitments under or in respect of all such Senior
Indebtedness and repay such Senior Indebtedness owed to each holder thereof who
has accepted such offer; or

          (ii) obtain the requisite consents under all such Senior Indebtedness
to permit the Company to repurchase the Securities in accordance herewith.

                                       52
<PAGE>

     (c) To exercise a repurchase right, a Holder must deliver to the Trustee or
a Paying Agent at an office or agency maintained by the Company for such purpose
in the Borough of Manhattan, The City of New York, prior to the close of
business on or before the Repurchase Date, (i) written notice of the Holder's
exercise of such right (the "Change in Control Purchase Notice"), which notice
shall set forth (A) the name of the Holder, (B) the certificate numbers of the
Securities with respect to which the repurchase right is being exercised, (C)
the principal amount of the Securities to be repurchased (and, if any Security
is to be repurchased in part, the portion of the principal amount thereof to be
repurchased, which shall be in integral multiples of $1,000) and (D) a statement
that an election to exercise the repurchase right is being made thereby pursuant
to the applicable provisions of the Securities and (ii) surrender the Securities
subject to the Change in Control Purchase Notice.

     (d) Unless the Company has elected to pay the Repurchase Price by delivery
of shares of Common Stock, on or prior to the Repurchase Date the Company shall
deposit with the Trustee or with the Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in Section
9.03) an amount of money sufficient to pay the Repurchase Price of the
Securities that are to be repaid on the Repurchase Date. On the Repurchase Date,
the Trustee, a Paying Agent (or, if the Company is acting as its own Paying
Agent, the Company) shall repurchase all such Securities validly tendered prior
to such date.

     In the event that a Holder has previously delivered a Change in Control
Purchase Notice, but failed to surrender the Security with respect to which such
Change in Control Purchase Notice relates, then so long as either (i) the
Company has elected to pay the Repurchase Price by delivery of shares of Common
Stock or (ii) the Trustee or the Paying Agent holds (or, if the Company is
acting as its own Paying Agent, the Company segregates and holds in trust as
provided in Section 9.03) money sufficient to pay the Repurchase Price in
                    ----
respect of such Security, then such Security shall cease to be Outstanding for
the purposes of this Indenture on the Repurchase Date and all rights of the
Holder thereof other than the right to receive the Repurchase Price shall
terminate.

     (e) If any Security (or portion thereof) surrendered for repurchase shall
not have been repurchased on the Business Day following the Repurchase Date, the
Repurchase Price in respect of such Security shall, until paid, bear interest
from the Business Day following the Repurchase Date at the rate borne by the
Security and such Security shall remain convertible into Common Stock until the
Repurchase Price and any such accrued interest shall have been paid or duly
provided for.

     (f) Any Security that is to be repurchased only in part shall be
surrendered to the Trustee or any such Paying Agent (or if the Company is acting
as its own Paying Agent, the Company) and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities, containing identical terms and
conditions, each in an authorized denomination in aggregate principal amount
equal to and in exchange for the portion of the principal of the Security so
surrendered that was not repurchased.

     (g) Any Holder that has delivered a Change in Control Purchase Notice shall
have the right to withdraw such notice by delivery of a written notice of
withdrawal to the Trustee or any such Paying Agent prior to the close of
business on the Business Day immediately preceding the

                                       53
<PAGE>

Repurchase Date. The notice of withdrawal shall state the principal amount and
the certificate numbers of the Securities as to which the withdrawal notice
relates and the principal amount, if any, that remains subject to the Change in
Control Purchase Notice. A Security in respect of which a Holder has exercised
its right to require repurchase upon a Change in Control may thereafter be
converted into Common Stock only if, and at such time as, such Holder withdraws
its Change in Control Purchase Notice in accordance with the preceding sentence.

     (h) Any issuance of shares of Common Stock in respect of the Repurchase
Price shall be deemed to have been effected immediately prior to the close of
business on the Repurchase Date and the person or persons in whose name or names
any certificate or certificates for shares of Common Stock shall be issuable
upon such repurchase shall be deemed to have become on the Repurchase Date the
holder or holders of record of the shares represented thereby.

     (i) No fractional shares of Common Stock or scrip representing fractional
shares shall be issued upon repurchase of Securities. If more than one Security
shall be repurchased from the same Holder and the Repurchase Price shall be
payable in shares of Common Stock, the number of full shares that shall be
issued upon repurchase shall be computed on the basis of the aggregate principal
amount of the Securities (or specified portions thereof to the extent permitted
hereby) so repurchased from such Holder. If any fractional share of stock
otherwise would be issuable upon repurchase of any Security or Securities, the
Company shall make an adjustment therefor by paying to the Holder thereof an
amount of cash calculated at the price per share at which the Common Stock is
valued for purposes of Section 11.01.

     (j) The issue of stock certificates on repurchase of Securities shall be
made without charge to the Holder of Securities being repurchased for any tax in
respect of the issue thereof. The Company shall not, however, be required to pay
any tax that may be payable in respect of any transfer involved in the issue and
delivery of stock in any name other than that of the Holder of any Security
repurchased, and the Company shall not be required to issue or deliver any such
stock certificate unless and until the person or persons requesting the issue
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

     (k) Notwithstanding anything to the contrary in this Section 11.03, the
Company shall not be required to give the Company Notice following the
occurrence of a Change in Control if, in the manner, at the time and otherwise
in compliance with the requirements set forth herein regarding the Company's
obligation to offer to repurchase the Outstanding Securities following the
occurrence of a Change in Control, (A) another Person makes an offer to
repurchase the Outstanding Securities by giving a notice containing the
information set forth in clauses (i) through (x) of Section 11.03(a) to the
Holders of all Outstanding Securities and to the Trustee, (B) such Person
repurchases all Outstanding Securities validly tendered and not withdrawn, and
(C) such Person makes all payments with respect thereto. This Section 11.03(k)
shall not relieve the Company of any of its obligations under this Indenture or
any Security; provided, however, that if another Person makes the offer to
repurchase Outstanding Securities as set forth in this Section, the Company
shall not be obligated to give the Company Notice.

     SECTION 11.04. Certain Definitions. For purposes of this Article 11:

                                       54
<PAGE>

     (a) the terms "beneficial owner" and "beneficial ownership" shall be
determined in accordance with Rules 13d-3 and 13d-5 promulgated by the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), except that a Person shall be deemed to have "beneficial
ownership" of all securities that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time; and

     (b) the term "Person" shall include any syndicate or group that would be
deemed to be a "person" under Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act.

     SECTION 11.05. Change in Control. A "Change in Control" shall be deemed to
have occurred at such time after the original issuance of the Securities as:

     (a) any Person acquires the beneficial ownership, directly or indirectly,
through a purchase, merger or other acquisition transaction, of more than 50% of
the total voting power of the total outstanding voting stock of the Company
other than an acquisition by the Company, any of its Subsidiaries, any of its
employee benefit plans or one or more Permitted Holders;

     (b) the Company shall consolidate with, or merge with or into, another
Person or convey, transfer, lease or otherwise dispose of all or substantially
all of its assets to any Person, or any Person consolidates with or merges with
or into the Company, in any such event pursuant to a transaction in which the
Company's outstanding voting stock is converted into or exchanged for cash,
securities or other property, other than any such transactions where:

          (i) the Company's voting stock is not converted or exchanged at all
(except to the extent necessary to reflect a change in the Company's
jurisdiction of incorporation) or is converted into or exchanged for voting
stock (other than Redeemable Capital Stock) of the surviving or transferee
corporation, and

          (ii) immediately after such transaction, no Person, other than one or
more Permitted Holders or one or more Persons who were the beneficial owner,
directly or indirectly, of more than 50% of the total voting power of all of the
Company's voting stock immediately before such transaction, is the beneficial
owner, directly or indirectly, of more than 50% of the total outstanding voting
stock of the surviving or transferee corporation;

     (c) during any consecutive two-year period, individuals who at the
beginning of such period constituted the Board of Directors (but not a committee
thereof), together with (i) any new directors whose election to such Board of
Directors (but not a committee thereof), or whose nomination for election by the
Company's stockholders, was approved by a vote of a majority of the directors
then still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved and (ii)
any representative of a Permitted Holder, cease for any reason to constitute a
majority of the Board of Directors (but not a committee thereof) then in office;

     (d) a special resolution is passed by the Company's stockholders approving
a plan of liquidation or dissolution of the Company (other than in a transaction
that complies with the

                                       55
<PAGE>

provisions described in Article 7), and no additional approvals of the Company's
stockholders are required under applicable law to cause such a liquidation or
dissolution.

     "Redeemable Capital Stock" means any class or series of capital stock that,
either by its terms, by the terms of any security into which it is convertible
or exchangeable or by contract or otherwise, is, or upon the happening of an
event or passage of time would be, required to be redeemed prior to the Stated
Maturity of the Securities or is redeemable at the option of the holder thereof
at any time prior to such Stated Maturity, or is convertible into or
exchangeable for debt securities at any time prior to such Stated Maturity;
provided, however, that Redeemable Capital Stock shall not include any Common
Stock which the holder may cause the Company to repurchase or redeem upon
termination of such holder's employment.

                                   ARTICLE 12

                                   Conversion

     SECTION 12.01. Conversion Privilege, Conversion Rate and Conversion Price.
Subject to and upon compliance with the provisions of this Article 12, at the
option of the Holder thereof, any Security or any portion of the principal
amount thereof that is $1,000 or an integral multiple of $1,000 may be converted
at any time after original issuance thereof through the close of business on
February 16, 2005 into that number of fully paid and non-assessable shares of
Common Stock obtained by multiplying the Conversion Rate then in effect by each
$1,000 principal amount of Securities surrendered for conversion. In case a
Security or portion thereof has previously been called for redemption at the
election of the Company, such conversion right in respect of the Security or
portion so called shall expire at the close of business, New York City time, on
the last Business Day prior to the Redemption Date, unless the Company defaults
in making the payment due upon redemption. A Security in respect of which a
Holder has delivered a Change in Control Purchase Notice (as defined in Article
11 hereof) exercising the option of such Holder to require the Company to
purchase such Security may be converted only if such notice and the Security is
withdrawn by a written notice of withdrawal delivered by the Holder to the
Trustee or any Paying Agent prior to the close of business on the Repurchase
Date, in accordance with the terms of this Indenture.

     The price at which shares of Common Stock shall be delivered upon
conversion (herein called the "Conversion Price") shall be initially $53.10 per
share of Common Stock, which is equal to a conversion rate of 18.8324 shares per
$1,000 principal amount of the Securities (the "Conversion Rate"). The
Conversion Rate shall be adjusted in certain instances as provided in Section
12.04 and, in every instance in which an adjustment is made to the Conversion
Rate, a corresponding adjustment shall be made to the Conversion Price. The
adjusted Conversion Price shall equal at any time 1,000 divided by the then
adjusted Conversion Rate.

     SECTION 12.02. Exercise of Conversion Privilege. In order to exercise the
conversion privilege with respect to any Security in definitive form, the Holder
of any Security to be converted shall surrender such Security, duly endorsed or
assigned to the Company or in blank, at any office or agency maintained by the
Company pursuant to Section 9.02, accompanied by (a) written notice to the
Company in substantially the form of conversion notice attached to the form of
Security attached as Exhibit A hereto at such office or agency that the Holder
elects to convert such Security or, if less

                                       56
<PAGE>

than the entire principal amount thereof is to be converted, the portion thereof
to be converted, (b) the funds, if any, required by this Section 12.02, and (c)
if shares or any portion of such Security not to be converted are to be issued
in the name of a Person other than the Holder thereof, the name of the Person in
which to issue such shares and the transfer taxes, if any, required to be paid
by the Holder pursuant to Section 12.08.


     In order to exercise the conversion privilege with respect to any interest
in a global Security, the beneficial owner must complete, or cause to be
completed, the appropriate instruction form for conversion pursuant to the
depositary's book-entry conversion program, deliver, or cause to be delivered,
by book-entry delivery, an interest in such global Security, furnish appropriate
endorsements and transfer documents if required by the Company or the Trustee or
other agent, and pay the funds, if any, required by this Section 12.02 and any
                                                                 -----
transfer taxes if required pursuant to Section 12.08.
                                               -----

     As promptly as practicable after satisfaction of the requirements for
conversion set forth above, the Company shall issue and shall deliver to such
Holder a certificate or certificates for the number of full shares of Common
Stock issuable upon the conversion of such Security or portion thereof in
accordance with the provisions of this Article and a check or cash in respect of
any fractional interest in respect of a share of Common Stock arising upon such
conversion, as provided in Section 12.03.  In case any Security of a
                                   -----
denomination greater than $1,000 shall be surrendered for partial conversion,
and subject to Article 2, the Company shall execute, and the Trustee shall
                       -
authenticate and deliver to the holder of the Security so surrendered, without
charge, a new Security or Securities in authorized denominations in an aggregate
principal amount equal to the unconverted portion of the surrendered Security.

     Each conversion shall be deemed to have been effected as to any such
Security (or portion thereof) on the date on which the requirements set forth
above in this Section 12.02 have been satisfied as to such Security (or portion
                      -----
thereof), and the Person in whose name any certificate or certificates for
shares of Common Stock shall be issuable upon such conversion shall be deemed to
have become on said date the holder of record of the shares represented thereby;
provided however that any such surrender on any date when the stock transfer
books of the Company shall be closed shall constitute the Person in whose name
the certificates are to be issued as the record holder thereof for all purposes
on the next succeeding day on which such stock transfer books are open, but such
conversion shall be at the Conversion Rate in effect on the date upon which such
Security shall be surrendered.

     Any Security or portion thereof surrendered for conversion during the
period from the close of business on the record date for any interest payment
date to the close of business on the Business Day next preceding the following
interest payment date that has not been called for redemption during such
period, shall be accompanied by payment, in immediately available funds or other
funds acceptable to the Company, of an amount equal to the interest otherwise
payable on such interest payment date on the principal amount being converted;
provided however that no such payment need be made to the extent any overdue
interest shall exist at the time of conversion with respect to any such Security
or portion thereof. Except as provided above in this Section 12.02, no payment
                                                             -----
or other adjustment shall be made for interest accrued on any Security converted
or for dividends on any shares issued upon the conversion of such Security as
provided in this Article.

                                       57
<PAGE>

     Upon the conversion of an interest in a global Security, the Trustee (or
other conversion agent appointed by the Company), shall make a notation on such
global Security as to the reduction in the principal amount represented thereby.
The Company shall notify the Trustee in writing of any conversions of Securities
effected through any Conversion Agent other than the Trustee.

     SECTION 12.03. Fractions of Shares. No fractional shares of Common Stock
shall be issued upon conversion of Securities. If more than one Security shall
be surrendered for conversion at one time by the same Holder, the number of full
shares that shall be issuable upon conversion thereof shall be computed on the
basis of the aggregate principal amount of the Securities (or specified portions
thereof) so surrendered. Instead of any fractional share of Common Stock that
would otherwise be issuable upon conversion of any Security (or specified
portions thereof), the Company shall pay a cash adjustment in respect of such
fraction in an amount equal to the same fraction of the Closing Price per share
of the Common Stock at the close of business on the Trading Day immediately
preceding such day.

     "Trading Day" shall mean each day on which the primary securities exchange
or quotation system that is used to determine the Closing Price is open for
trading or quotation.

     "Closing Price" of a single share of Common Stock on any Trading Day shall
mean the closing sale price per share for the Common Stock (or if no closing
sale price is reported, the average of the bid and ask prices) on such Trading
Day on the principal United States national securities exchange on which the
Common Stock is traded or, if the Common Stock is not listed on a United States
national stock exchange, as reported by the Nasdaq National Market.

     SECTION 12.04. Adjustment of Conversion Rate.

     (a) In case the Company shall pay or make a dividend or other distribution
on its Common Stock exclusively in Common Stock, the Conversion Rate in effect
at the opening of business on the earlier of the day next following such
dividend or other distribution or the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution shall be
adjusted so that a Holder upon conversion shall be entitled to receive that
number of shares of Common Stock it would have been entitled to after such
dividend or other distribution if it had converted its Security immediately
prior to such dividend or other distribution.

(b)  In case the Company shall pay or make a dividend or other distribution on
     its Common Stock consisting exclusively of, or shall otherwise issue to all
     holders of its Common Stock, rights, warrants or options entitling the
     holders thereof, for a period not exceeding 45 days, to subscribe for or
     purchase shares of Common Stock at a price per share less than the current
     market price per share (determined as provided in Section 12.04(g)) of the
     Common Stock on the date fixed for the determination of stockholders
     entitled to receive such rights, warrants or options, the Conversion Rate
     in effect at the opening of business on the day following the date fixed
     for such determination shall be increased by multiplying such Conversion
     Rate by a fraction of which the numerator shall be the number of shares of
     Common Stock outstanding at the close of business on the date fixed for
     such determination plus the number of shares of Common Stock so offered for
     subscription or purchase and the denominator shall be the number of shares
     of Common Stock outstanding at the close of business on the date fixed for
     such determination plus the number of

                                       58
<PAGE>

shares of Common Stock which the aggregate price of the total number of shares
so offered would purchase at the current market price per share (determined as
provided in Section 12.04(g)), such increase to become effective immediately
after the opening of business on the day following the date fixed for such
determination.

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

     (d) In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock evidences of its indebtedness, shares of any class
of capital stock, securities, cash or assets (excluding any rights, warrants or
options referred to in Section 12.04(b), any dividend or distribution paid
exclusively in cash and any dividend or distribution referred to in Section
12.04(a)), the Conversion Rate shall be adjusted by multiplying the Conversion
Rate in effect immediately prior to the earlier of such distribution or the
determination of stockholders entitled to receive such distribution by a
fraction of which the numerator shall be the current market price per share
(determined as provided in Section 12.04(g)) and the denominator shall be such
current market price less the fair market value (as determined in good faith by
the Board of Directors, whose determination shall be conclusive and described in
a Board Resolution), on the date of such effectiveness, of the portion of the
evidences of indebtedness, shares of capital stock, securities, cash and assets
so distributed applicable to one share of Common Stock, such adjustment to
become effective immediately prior to the opening of business on the day next
following the later of (i) the date fixed for the payment of such distribution
and (ii) the date 20 days after the notice relating to such distribution is
given pursuant to Section 12.06 (such later date of (i) and (ii) being referred
to as the "Reference Date"). The provisions of this Section 12.04(d) shall not
be applicable to an event covered by Section 12.04(j). For purposes of this
Section 12.04(d) and Sections 12.04(a) and 12.04(b), any dividend or
distribution for which an adjustment is being made pursuant to this Section
12.04(d) that also includes shares of Common Stock or rights, warrants or
options to subscribe for or purchase shares of Common Stock shall be deemed
instead to be (A) a dividend or distribution of the evidences of indebtedness,
cash, property, shares of capital stock or securities other than such shares of
Common Stock or such rights, warrants or options (making any Conversion Rate
adjustment required by this Section 12.04(d)) immediately followed by (B) a
dividend or distribution of such shares of Common Stock or such rights (making
any further Conversion Rate adjustment required by Sections 12.04(a) or
12.04(b)), except (1) the record date of such dividend or distribution as
defined in this Section 12.04(d) shall be substituted as "the date fixed for the
determination of stockholders entitled to receive such dividend or other
distributions", "the date fixed for the determination of stockholders entitled
to receive such rights, warrants or options" and "the date fixed for such
determination" within the meaning of Sections 12.04(a) and 12.04(b) and (2) any
shares of Common Stock included in such dividend or distribution shall not be
deemed

                                       59
<PAGE>

"outstanding at the close of business on the date fixed for such determination"
within the meaning of this 12.04(d).

     (e) In case the Company shall, by dividend or otherwise, make a
distribution to all holders of its Common Stock exclusively in cash in an
aggregate amount that, together with (i) the aggregate amount of any other
distributions to all holders of its Common Stock made exclusively in cash within
the 12 months preceding the date of payment of such distribution and in respect
of which no Conversion Rate adjustment pursuant to this Section 12.04(e) has
been made and (ii) the aggregate of any cash plus the fair market value (as
determined in good faith by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution), as of the expiration of the
tender or exchange offer referred to below, of consideration payable in respect
of any tender or exchange offer by the Company or a Subsidiary for all or any
portion of the Common Stock concluded within the 12 months preceding the date of
payment of such distribution and in respect of which no Conversion Rate
adjustment pursuant to this Section 12.04(e) has been made, exceeds 10% of the
product of the current market price per share (determined as provided in Section
12.04(g)) of the Common Stock as of the Trading Day immediately preceding the
record date fixed for stockholders entitled to receive such distribution times
the number of shares of Common Stock outstanding on such record date, the
Conversion Rate shall be increased so that the same shall equal the price
determined by multiplying the Conversion Rate in effect immediately prior to the
close of business on the date fixed for the determination of the stockholders of
record entitled to such distribution by a fraction of which (i) the denominator
shall be the current market price per share (determined as provided in Section
12.04(g)) on such date less an amount equal to the quotient of (x) the excess of
such combined amount over such 10% and (y) the number of shares of Common Stock
outstanding on the record date and (ii) the numerator shall be equal to the
current market price on such date, such adjustment to become effective
immediately prior to the opening of business on the day following the record
date fixed for the payment of such distribution.

     (f) In case a successful tender or exchange offer, other than an odd lot
offer, made by the Company or any Subsidiary for all or any portion of the
Common Stock shall involve an aggregate consideration having a fair market value
(as determined in good faith by the Board of Directors, whose determination
shall be conclusive and described in a Board Resolution) at the last time (the
"Expiration Time") tenders or exchanges may be made pursuant to such tender or
exchange offer (as it may be amended) that, together with (i) the aggregate of
the cash plus the fair market value (as determined in good faith by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution), as of the expiration of the other tender or exchange offer referred
to below, of consideration payable in respect of any other tender or exchange
offer by the Company or a Subsidiary for all or any portion of the Common Stock
concluded within the preceding 12 months and in respect of which no Conversion
Rate adjustment pursuant to this Section 12.04(f) has been made and (ii) the
aggregate amount of any distributions to all holders of the Common Stock made
exclusively in cash within the preceding 12 months and in respect of which no
Conversion Rate adjustment pursuant to Section 12.04(e) has been made, exceeds
10% of the product of the current market price per share (determined as provided
in Section 12.04(d)) of the Common Stock outstanding (including any tendered
shares) on the Expiration Time, the Conversion Rate shall be adjusted by
multiplying the Conversion Rate in effect immediately prior to the Expiration
Time by a fraction of which (i) the denominator shall be (x) the product of the
current market price per share (determined as provided in Section 12.04(g)) of
the Common Stock on the

                                       60
<PAGE>

Trading Day next succeeding the Expiration Time times the number of shares of
Common Stock outstanding (including any tendered or exchanged shares) at the
Expiration Time minus (y) the fair market value (determined as aforesaid) of the
aggregate consideration payable to stockholders based on the acceptance (up to
any maximum specified in the terms of the tender or exchange offer) of all
shares validly tendered or exchanged and not withdrawn as of the Expiration Time
(the shares deemed so accepted, up to any such maximum, being referred to as the
"Purchased Shares") and (ii) the numerator shall be the product of (x) such
current market price per share (determined in accordance with Section 12.04(g))
on the Trading Day next succeeding the Expiration Time times (y) such number of
outstanding shares at the Expiration Time less the number of Purchased Shares,
such increase to become effective immediately prior to the opening of business
on the day following the Expiration Time.

     (g) For the purpose of any computation under Sections 12.04(b), (d) and
(e), the current market price per share of Common Stock on any date in question
shall be deemed to be the average of the daily Closing Prices per share of
Common Stock for the ten consecutive Trading Days immediately prior to the date
in question; provided, however, that (i) if the "ex" date (as hereinafter
defined) for any event (other than the issuance or distribution requiring such
computation) that requires an adjustment to the Conversion Rate pursuant to
Section 12.04(a), (b), (c), (d), (e) or (f) ("Other Event") occurs on or after
the 20th Trading Day prior to the date in question and prior to the "ex" date
for the issuance or distribution requiring such computation (the "Current
Event"), the Closing Price for each Trading Day prior to the "ex" date for such
Other Event shall be adjusted by multiplying such Closing Price by the
reciprocal of the fraction by which the Conversion Rate is so required to be
adjusted as a result of such Other Event, (ii) if the "ex" date for any Other
Event occurs after the "ex" date for the Current Event and on or prior to the
date in question, the Closing Price for each Trading Day on and after the "ex"
date for such Other Event shall be adjusted by multiplying such Closing Price by
the fraction by which the Conversion Rate is so required to be adjusted as a
result of such Other Event, (iii) if the "ex" date for any Other Event occurs on
the "ex" date for the Current Event, one of those events shall be deemed for
purposes of clauses (i) and (ii) of this proviso to have an "ex" date occurring
prior to the "ex" date for the Other Event, and (iv) if the "ex" date for the
Current Event is on or prior to the date in question, after taking into account
any adjustment required pursuant to clause (ii) of this proviso, the Closing
Price for each Trading Day on or after such "ex" date shall be adjusted by
adding thereto the amount of any cash and the fair market value on the date in
question (as determined in good faith by the Board of Directors in a manner
consistent with any determination of such value for purposes of Section 12.04(d)
or (e), whose determination shall be conclusive and described in a Board
Resolution) of the portion of the rights, warrants, options, evidences of
indebtedness, shares of capital stock, securities, cash or property being
distributed applicable to one share of Common Stock. For the purpose of any
computation under Section 12.04(f), the current market price per share of Common
Stock on any date in question shall be deemed to be the average of the daily
Closing Prices for the five consecutive Trading Days selected by the Company
commencing on or after the latest (the "Commencement Date") of (i) the date 20
Trading Days before the date in question, (ii) the date of commencement of the
tender or exchange offer requiring such computation and (iii) the date of the
last amendment, if any, of such tender or exchange offer involving a change in
the maximum number of shares for which tenders are sought or a change in the
consideration offered, and ending not later than the Trading Day next succeeding
the Expiration Time of such tender or exchange offer (or, if such Expiration
Time occurs before the close of trading on a Trading Day, not later than the

                                       61
<PAGE>

Trading Day during which the Expiration Time occurs); provided, however, that if
the "ex" date for any Other Event (other than the tender or exchange offer
requiring such computation) occurs on or after the Commencement Date and on or
prior to the Trading Day next succeeding the Expiration Time for the tender or
exchange offer requiring such computation, the Closing Price for each Trading
Day prior to the "ex" date for such Other Event shall be adjusted by multiplying
such Closing Price by the reciprocal of the same fraction by which the
Conversion Rate is so required to be adjusted as a result of such other event.
For purposes of this paragraph, the term "ex" date, (i) when used with respect
to any issuance or distribution, means the first date on which the Common Stock
trades regular way on the relevant exchange or in the relevant market from which
the Closing Price was obtained without the right to receive such issuance or
distribution, (ii) when used with respect to any subdivision or combination of
shares of Common Stock, means the first date on which the Common Stock trades
regular way on such exchange or in such market after the time at which such
subdivision or combination becomes effective, and (iii) when used with respect
to any tender or exchange offer means the first date on which the Common Stock
trades regular way on such exchange or in such market after the Expiration Time
of such tender or exchange offer.

     (h) The Company may make such increases in the Conversion Rate, in addition
to those required by paragraphs (a), (b), (c), (d), (e) and (f) of this Section
12.04, as it considers to be advisable.

     (i) No adjustment in the Conversion Rate shall be required unless such
adjustment would require an increase or decrease of at least 1% in the
Conversion Rate; provided, however, that any adjustments, which by reason of
this Section 12.04(i) are not required to be made, shall be carried forward and
taken into account in any subsequent adjustment.

     (j) In the event that the Company distributes assets, debt securities,
rights, warrants or options (other than those referred to in Section 12.04(b)
pro rata to holders of Common Stock, and the fair market value of the portion of
assets, debt securities, rights, warrants or options applicable to one share of
Common Stock distributed to holders of Common Stock exceeds the Average Sale
Price (as defined below) per share of Common Stock, or such Average Sale Price
exceeds such fair market value by less than $1.00, then so long as any such
assets, debt securities, rights, options or warrants have not expired or been
redeemed by the Company, the Company shall make proper provision so that the
Holder of any Security upon conversion, rather than being entitled to an
adjustment in the Conversion Rate, will be entitled to receive upon such
conversion, in addition to the shares of Common Stock otherwise issuable upon
conversion, the kind and amount of assets, debt securities, rights, warrants and
options such Holder would have received had such Holder converted its Security
immediately prior to the date of determination of the holders entitled to such
distribution.

     "Average Sale Price" means the average of the Closing Prices of the Common
Stock for the shorter of (i) 30 consecutive Trading Days ending on the last full
Trading Day prior to the Time of Determination (as defined below) with respect
to the rights, options, warrants or distribution in respect of which the Average
Sale Price is being calculated, or (ii) the period (x) commencing on the date
next succeeding the first public announcement of (a) the issuance of rights,
options or warrants or (b) the distribution, in each case, in respect of which
the Average Sale Price is being calculated and (y) proceeding through the last
full Trading Day prior to the Time of Determination with respect

                                       62
<PAGE>

to the rights, options, warrants or distribution in respect of which the Average
Sale Price is being calculated, or (iii) the period, if any, (x) commencing on
the date next succeeding the Ex-Dividend Time (as defined below) with respect to
the next preceding (a) issuance of rights, warrants or options or (b)
distribution, in each case, for which an adjustment is required by the
provisions of Section 12.04(b) or Section 12.04(j) and (y) proceeding through
the last full Trading Day prior to the Time of Determination with respect to the
rights, options, warrants, or distribution in respect of which the Average Sale
Price is being calculated. If the Ex-Dividend Time (or in the case of a
subdivision, combination or reclassification, the effective date with respect
thereto) with respect to a dividend, subdivision, combination or
reclassification to which Section 12.04(a), (b) or (c) 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 in good faith by the Board of Directors
to reflect the impact of such dividend, subdivision, combination or
reclassification on the Closing Price of the Common Stock during such period.

     "Time of Determination" means the time and date of the earlier of (i) the
determination of stockholders entitled to receive rights, warrants or options or
a distribution, in each case, to which this Section 12.04 applies and (ii) the
time ("Ex-Dividend Time") immediately prior to the commencement of "ex-dividend"
trading for such rights, options, warrants or distribution on the New York Stock
Exchange or such other national or regional exchange or market on which the
shares of Common Stock are listed or quoted.

     SECTION 12.05. Notice of Adjustments of Conversion Rate. Whenever the
Conversion Rate and Conversion Price are adjusted as herein provided, the
Company shall compute the adjusted Conversion Rate and Conversion Price in
accordance with Section 12.04 and shall prepare a certificate signed by the
Chief Financial Officer of the Company setting forth the adjusted Conversion
Rate and Conversion Price and showing in reasonable detail the facts upon which
such adjustment is based, and such certificate shall forthwith be filed (with a
copy to the Trustee) at each office or agency maintained for the purpose of
conversion of Securities pursuant to Section 9.02; and the Company shall
forthwith cause a notice setting forth the adjusted Conversion Rate and
Conversion Price to be mailed, first class postage prepaid, to each Holder of
Securities at its address appearing on the Security Register. Unless and until
the Trustee shall receive such notice, the Trustee may assume without inquiry
that the Conversion Rate and Conversion Price have not been, and are not
required to be, adjusted and that the last Conversion Rate and Conversion Price
of which it has written notice remain in effect.

     SECTION 12.06. Notice of Certain Corporate Action. In case:

     (a) the Company shall declare a dividend (or any other distribution) on its
Common Stock that would require a Conversion Rate adjustment pursuant to Section
12.04(e); or

     (b) the Company shall authorize the granting to all holders of its Common
Stock of rights, warrants or options to subscribe for or purchase any shares of
capital stock of any class or of any other rights (excluding rights distributed
pursuant to any stockholder rights plan); or

     (c) of any reclassification of the Common Stock of the Company (other than
a subdivision or combination of its outstanding shares of Common Stock), or of
any consolidation or

                                       63
<PAGE>

merger to which the Company is a party and for which approval of any
stockholders of the Company is required, or of the sale or transfer of all or
substantially all of the assets of the Company; or

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

     (e) the Company or any Subsidiary of the Company shall commence a tender or
exchange offer for all or a portion of the Company's outstanding shares of
Common Stock (or shall amend any such tender or exchange offer);

     then the Company shall cause to be filed at each office or agency
maintained for the purpose of conversion of Securities pursuant to Section 9.02,
                                                                           ----
and shall cause to be mailed to all Holders at their last addresses as they
shall appear in the Security Register, at least 20 days (or 10 days in any case
specified in clause 12.06(a) or 12.06(b) above) prior to the applicable record,
                    --------    --------
effective or expiration date hereinafter specified, a notice stating (x) the
date on which a record is to be taken for the purpose of such dividend,
distribution or granting of rights, warrants or options, or, if a record is not
to be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution, rights, warrants or options are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up,
or (z) the date on which such tender offer commenced, the date on which such
tender offer is scheduled to expire unless extended, the consideration offered
and the other material terms thereof (or the material terms of any amendment
thereto).

     SECTION 12.07. Company's Obligation Regarding Common Stock. The Company
shall at all times reserve and keep available, free from preemptive rights, out
of its authorized but unissued Common Stock, solely for the purpose of effecting
the conversion of Securities, the whole number of shares of Common Stock then
issuable upon the conversion in full of all Outstanding Securities.

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

     The Company covenants that if any shares of Common Stock to be provided for
the purpose of conversion of Securities hereunder require registration with or
approval of any governmental authority under any federal or state law before
such shares may be validly issued upon conversion, the Company shall in good
faith and as expeditiously as practicable endeavor to secure such registration
or approval, as the case may be.

     The Company further covenants that so long as the Common Stock shall be
listed or quoted on the New York Stock Exchange, the Nasdaq Stock Market
(National Market), or any other

                                       64
<PAGE>

national securities exchange the Company shall, if permitted by the rules of
such exchange, list and keep listed so long as the Common Stock shall be so
listed on such market or exchange, all Common Stock issuable upon conversion of
the Securities.

     SECTION 12.08. Taxes on Conversions. The Company shall pay any and all
taxes that may be payable in respect of the issue or delivery of shares of
Common Stock on conversion of Securities pursuant hereto. The Company shall not,
however, be required to pay any tax that may be payable in respect of any
transfer involved in the issue and delivery of shares of Common Stock in a name
other than that of the Holder of the Security or Securities to be converted, and
no such issue or delivery shall be made unless and until the Person requesting
such issue has paid to the Company the amount of any such tax, or has
established to the satisfaction of the Company that such tax has been paid.

     SECTION 12.09. Covenant as to Common Stock. The Company covenants that all
shares of Common Stock that may be issued upon conversion of Securities shall
upon issue be newly issued (and not treasury shares) and shall be duly
authorized, validly issued, fully paid and nonassessable and, except as provided
in Section 12.08, the Company shall pay all taxes, liens and charges with
respect to the issue thereof.

     SECTION 12.10. Cancellation of Converted Securities. All Securities
delivered for conversion shall be delivered to the Trustee to be cancelled by or
at the direction of the Trustee, which shall dispose of the same as provided in
Section 3.08.

     SECTION 12.11. Provisions in Case of Reclassification, Consolidation,
Merger or Sale of Assets. In the event that the Company shall be a party to any
transaction (including any (i) recapitalization or reclassification of the
Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination of the Common Stock), (ii) any consolidation of the Company with, or
merger of the Company into, any other person, any merger of another person into
the Company (other than a merger that does not result in a reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock of
the Company), (iii) any sale, lease, transfer, conveyance or other disposition
of all or substantially all of the assets of the Company or (iv) any compulsory
share exchange) pursuant to which the Common Stock is converted into the right
to receive other securities, cash or other property, then lawful provision shall
be made as part of the terms of such transaction whereby the Holder of each
Security then Outstanding shall have the right thereafter to convert such
Security only into (subject to funds being legally available for such purpose
under applicable law at the time of such conversion) the kind and amount of
securities, cash and other property receivable upon such transaction by a holder
of the number of shares of Common Stock into which such Security might have been
converted immediately prior to such transaction. The Company or the Person
formed by such consolidation or resulting from such merger or that acquired such
assets or that acquired the Company's shares of Common Stock, as the case may
be, shall execute and deliver to the Trustee a supplemental indenture
establishing such rights. Such supplemental indenture shall provide for
adjustments that, for events subsequent to the effective date of such
supplemental indenture, shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Article. The above provisions of this
Section 12.11 shall similarly apply to successive transactions of the foregoing
type.

                                       65
<PAGE>

     SECTION 12.12. Company's Obligation. All calculations, adjustments,
conversions and other determinations under this Article 12 shall be the sole
responsibility and obligation of the Company. The Trustee (a) shall have no
obligation to review, challenge or contest any such calculation, adjustment,
conversion or other determination and (b) shall not be liable for any default or
error by the Company under this Article 12.


                                   ARTICLE 13

                                  Subordination

     SECTION 13.01. Securities Subordinate to Senior Indebtedness. The Company
covenants and agrees, and each Holder of Securities, by such Holder's acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article 13, the indebtedness represented by the
Securities and the payment of the principal of (and premium, if any), and
interest on (including Liquidated Damages, if any) and all other amounts payable
under the Securities are hereby expressly made subordinate and subject in right
of payment to the prior payment in full of all Senior Indebtedness and shall
rank pari passu with the Initial Securities and the payment of the principal of
(and premium, if any), and interest on (including Liquidated Damages, if any)
and all other amounts payable under the Initial Securities.

     SECTION 13.02. Payment over of Proceeds upon Dissolution, Etc. In the event
of any payment by, or distribution of the assets of, the Company in connection
with (a) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relative to the Company or its assets, (b) any liquidation,
dissolution or other winding-up of the Company, whether voluntary or involuntary
and whether or not involving insolvency or bankruptcy, or (c) any assignment for
the benefit of creditors or any other marshaling of assets and liabilities of
the Company, then and in any such event the holders of Senior Indebtedness shall
be entitled to receive payment in full of all amounts due in respect of all
Senior Indebtedness, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, before the Holders of the Securities are entitled to receive any
payment on account of principal of (or premium, if any), or interest on
(including Liquidated Damages, if any) or any other amount payable under the
Securities, and to that end, the holders of Senior Indebtedness shall be
entitled to receive, for application to the payment of such Senior Indebtedness,
ratably according to the aggregate amounts remaining unpaid on account of such
Senior Indebtedness held by them after giving effect to any concurrent payment
or distribution, or provision therefor, to the holders of such Senior
Indebtedness, any payment or distribution of any kind or character, whether in
cash, property or securities, that may be payable or deliverable in respect of
the Securities in any such case, proceeding, dissolution, liquidation or other
winding-up or event.

     In the event that, notwithstanding the foregoing provisions of this Section
13.02, the Trustee or the Holder of Securities shall have received any payment
or distribution of assets of the Company prohibited by the foregoing paragraph
of any kind or character, whether in cash, property or securities, before all
Senior Indebtedness is paid in full or payment thereof provided for, and if, at
or prior to the time of such payment or distribution, written notice that such
payment or distribution is prohibited by the foregoing paragraph shall have been
actually given to a Responsible Officer of the Trustee or, as the case may be,
such Holder, then and in such event such payment or distribution

                                       66
<PAGE>

shall be paid over or delivered forthwith to holders of such Senior Indebtedness
remaining unpaid or their representatives, ratably according to the aggregate
amounts remaining unpaid on account of the Senior Indebtedness held by them, for
application to the payment thereof to the extent necessary to pay all Senior
Indebtedness in full after giving effect to any concurrent payment or
distribution, or provision therefor, to the holders of such Senior Indebtedness.

     For purposes of this Article 13 only, the words "cash, property or
securities" shall not be deemed to include shares of capital stock of the
Company as reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment that in
either case are subordinated in right of payment to all Senior Indebtedness that
may at the time be outstanding to substantially the same extent as, or to a
greater extent than, the Securities are so subordinated as provided in this
Article 13. The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following
the sale, lease, conveyance, transfer or other disposition of its properties and
assets substantially as an entirety to another Person upon the terms and
conditions set forth in Article 7 shall not be deemed a dissolution, winding-up,
liquidation, reorganization, assignment for the benefit of creditors or
marshaling of assets and liabilities of the Company for the purposes of this
Section 13.02 if the Person formed by such consolidation or into which the
Company is merged or that acquires by sale, lease, conveyance, transfer or other
disposition such properties and assets substantially as an entirety, as the case
may be, shall, as a part of such consolidation, merger, sale, lease, conveyance,
transfer or other disposition, comply with the conditions set forth in Article
7.

     SECTION 13.03. No Payment When Senior Indebtedness in Default. (a) In the
event and during the continuation of any default in the payment of principal of
(or premium, if any) or interest on any Senior Indebtedness beyond any
applicable grace period with respect thereto (unless and until such payment
default shall have been cured or waived in writing by the holders of such Senior
Indebtedness), including any payment default arising from the acceleration of
any Senior Indebtedness, or (b) any default (other than a payment default) with
respect to Senior Indebtedness occurs and is continuing that permits the
acceleration of the maturity thereof and judicial proceedings shall be pending
with respect to any such default or the Company receives written notice of such
default (a "Senior Indebtedness Default Notice"), then no payment shall be made
by the Company on account of principal of (or premium, if any) or interest on
(including Liquidated Damages, if any) the Securities or on account of all other
amounts payable under the Securities. Notwithstanding the foregoing, payments
with respect to the Securities may resume, and the Company may acquire
Securities for cash or property, when (x) the default with respect to the Senior
Indebtedness is cured or waived or ceases to exist or (y) in the case of a
default described in clause (b) of this Section 13.03, 179 or more days pass
after the Senior Indebtedness Default Notice is received by the Company,
provided that the terms hereof otherwise permit such payment or acquisition of
Securities at such time. If the Company receives a Senior Indebtedness Default
Notice, then a similar notice received within nine months thereafter relating to
the default that was the basis of such Senior Indebtedness Default Notice, on
the same issue of Senior Indebtedness, shall not be effective to prevent the
payment or acquisition of the Securities as described in the first sentence of
this Section 13.03(a). In addition, no payment may be made on the Securities, in
respect of principal, premium, interest (including Liquidated Damages, if any)
or any other amount, and no acquisition of Securities for cash or property may
be effected, if any Securities are declared due and payable prior to their
Stated Maturity by reason of the occurrence of an Event of Default until the

                                       67
<PAGE>

earlier of (i) 120 days after the date of such acceleration of the maturity of
the Securities or (ii) the payment in full of all Senior Indebtedness, provided
that such payment or acquisition of Securities may be made then only if the
terms hereof otherwise permit such payment or acquisition of Securities at such
time.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or any Holder of Securities prohibited by the
foregoing provisions of this Section 13.03 before all Senior Indebtedness is
paid in full, or effective provisions made for its payment, and if, at or prior
to the time of such payment, written notice that such payment is prohibited by
the foregoing paragraph shall have been actually given to a Responsible Officer
of the Trustee or, as the case may be, such Holder, then and in such event (but
subject to the provisions of Section 13.09) such payment shall be paid over and
                                     -----
delivered forthwith to the holders of such Senior Indebtedness remaining unpaid
or their representatives, ratably on account of the Senior Indebtedness held by
them, for application to the payment thereof to the extent necessary to pay all
Senior Indebtedness in full after giving effect to any concurrent payment or
distribution, or provision therefor, to the holders of such Senior Indebtedness.

     The provisions of this Section 13.03 shall not apply to any payment with
                                    -----
respect to which Section 13.02 would be applicable.
                         -----

     SECTION 13.04. Payment Permitted If No Default. Nothing contained in this
Article 13 or elsewhere herein or in any of the Securities shall prevent (a) the
Company, at any time except during the pendency of any case, proceeding,
dissolution, liquidation or other winding-up, assignment for the benefit of
creditors or other marshaling of assets and liabilities of the Company referred
to in Section 13.02, except under the conditions described in Section 13.03,
from making payments at any time of principal of (and premium, if any), or
interest on, or any other amount payable under the Securities, or (b) the
application by the Trustee of any money deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any), or interest
on, or any other amount payable under the Securities, or the retention of such
payment by the Holders, if, by the close of business on the date that was two
Business Days prior to such application by the Trustee, the Trustee had not
received written notice that such payment would be prohibited by the provisions
of this Article 13.

     SECTION 13.05. Subrogation to Rights of Holders of Senior Indebtedness.
Upon payment in full of all Senior Indebtedness, the Holders of the Securities
shall be subrogated (equally and ratably with the holders of all Indebtedness of
the Company that by its express terms is subordinated to Indebtedness of the
Company to substantially the same extent as the Securities are subordinated to
Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to
receive payments and distributions of cash, property and securities applicable
to the Senior Indebtedness to the extent that payments and distributions
otherwise payable to Holders of Securities have been applied to the payment of
Senior Indebtedness as provided by this Article 13. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled, except for the provisions of this
Article 13, and no payments over pursuant to the provisions of this Article 13
to the holders of Senior Indebtedness by Holders of the Securities or the
Trustee, shall, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders

                                       68
<PAGE>

of the Securities, be deemed to be a payment or distribution by the Company to
or on account of the Senior Indebtedness.

     SECTION 13.06. Provisions Solely to Define Relative Rights. The provisions
of this Article 13 are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities on the one hand and the holders
of Senior Indebtedness on the other hand. Nothing contained in this Article 13
or elsewhere herein or in the Securities relating to the subordination of the
Securities is intended to or shall:

     (a) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights
under this Article 13 of the holders of Senior Indebtedness, is intended to rank
equally with all other general obligations of the Company), to pay to the
Holders of the Securities the principal of (and premium, if any), and interest
(including Liquidated Damages, if any) on, and any other amount payable under
the Securities, as and when the same shall become due and payable in accordance
with their terms;

     (b) affect the relative rights against the Company of the Holders of the
Securities and other creditors of the Company, other than Holders' rights in
relation to the holders of Senior Indebtedness; or

     (c) prevent the Trustee or the Holder of any Securities from exercising all
remedies available upon a Default or Event of Default under this Indenture,
subject to the rights, if any, under this Article 13 of the holders of Senior
Indebtedness to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder.

     SECTION 13.07. Trustee to Effectuate Subordination. Each Holder of
Securities by its acceptance thereof authorizes and directs the Trustee on its
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article 13 and appoints the Trustee its
attorney-in-fact for any and all such purposes, including the immediate filing
of a claim for the unpaid balance of such Holder's Securities in any insolvency
or bankruptcy proceeding, or any receivership, liquidation, reorganization or
similar case or proceeding, in the form required in such proceeding, and the
taking of such actions as may be required to cause such claim to be approved. If
the Trustee does not file a proper claim in the form required in such proceeding
on or prior to thirty days before the expiration of the time to file such claim
or claims, then the holders of Senior Indebtedness or their representatives are
hereby authorized to file such claim for and on behalf of the Holders.

     SECTION 13.08. No Waiver of Subordination Provisions. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.

                                       69
<PAGE>

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders of the Securities,
without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article 13 or the
obligations hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following:

     (a) change the manner, place or terms of payment or extend the time of
payment of, or renew or alter, Senior Indebtedness, or otherwise amend or
supplement in any manner Senior Indebtedness or any instrument evidencing the
same or any agreement under which Senior Indebtedness is outstanding;

     (b) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing Senior Indebtedness;

     (c) release any Person liable in any manner for the collection of Senior
Indebtedness; and

     (d) exercise or refrain from exercising any rights against the Company and
any other Person.

          SECTION 13.09. Notice to Trustee. The Company shall give prompt
written notice to the Trustee if, to the Company's knowledge, any payment to or
by the Trustee in respect of the Securities is prohibited by this Article 13.
Notwithstanding the provisions of this Article 13 or any other provision of this
Indenture, the Trustee shall not be charged with knowledge that any payment to
or by the Trustee in respect of the Securities is prohibited by this Article 13,
unless and until a Responsible Officer of the Trustee shall have received
written notice thereof from the Company or a holder of Senior Indebtedness or
from any trustee therefor or other representative thereof; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 1.05, shall be entitled in all respects to assume that no facts exist
that would prohibit any payment in respect of the Securities; provided, however,
that if a Responsible Officer of the Trustee shall not have received at the
Corporate Trust Office of the Trustee the notice provided for in this Section
13.09 by the close of business on the date that is two Business Days prior to
the date upon which by the terms hereof any money may become payable for any
purpose (including the payment of the principal of (and premium, if any) or
interest (including Liquidated Damages, if any) on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the purpose
for which such money was received and shall not be affected by any notice to the
contrary which may be received by it after the close of business on the date
that is two Business Days prior to such date.

     Subject to the provisions of Article 5, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing itself
to be a holder of Senior Indebtedness (or a representative thereof) to establish
that such notice has been given by a holder of Senior Indebtedness (or a
representative thereof).  In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article 13, the Trustee

                                       70
<PAGE>

may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article 13, and if such evidence is not furnished, the Trustee may defer
any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.

          SECTION 13.10. Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets of the Company
referred to in this Article 13, the Trustee, subject to the provisions of
Article 5, and the Holders of the Securities shall be entitled to rely upon any
order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
13.


          SECTION 13.11. Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company or to any other Person cash, property or securities to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
13 or otherwise.

          SECTION 13.12. Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article 13 with respect to any
Senior Indebtedness which may at any time be held by it, to the same extent as
any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

     Nothing in this Article 13 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 5.07.

          SECTION 13.13. Article Applicable to Paying Agents. In case at any
time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term "Trustee" as used in this Article
13 shall in such case (unless the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article 13 in
addition to or in place of the Trustee; provided, however, that Section 13.13
shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.

          SECTION 13.14. Certain Conversions Deemed Payment. For the purposes of
this Article 13 only, (1) the issuance and delivery of junior securities upon
conversion of Securities in accordance with Article 12 or in respect to the
Repurchase Price in accordance with Article 11 shall not be deemed to constitute
a payment or distribution on account of the principal of, premium or interest
(including Liquidated Damages, if any) on, or other amount payable with respect
to, Securities or on account of the redemption, purchase or other acquisition of
Securities, and (2) the payment, issuance or delivery of cash, property or
securities (other than junior securities) upon conversion of a Security shall be
deemed to constitute payment on account of the principal of, premium or

                                       71
<PAGE>

interest on, or other amount payable with respect to, such Security. For the
purposes of this Section 13.14, the term "junior securities" means (a) shares of
any stock of any class of the Company and (b) securities of the Company that are
subordinated in right of payment to the prior payment in full of all Senior
Indebtedness that may be outstanding at the time of issuance or delivery of such
securities to substantially the same extent as, or to a greater extent than, the
Securities are so subordinated as provided in this Article 13. Nothing contained
in this Article 13 or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders of the Securities, the right,
which is absolute and unconditional, of the Holder of any Security to convert
such Security in accordance with Article 12.

                                       72
<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.

                                    INTERLIANT, INC.

                                    By:  /s/ Herbert R. Hribar
                                         ------------------------------------

                                    Name:  Herbert R. Hribar

                                    Title:  Chief Executive Officer

                                    THE CHASE MANHATTAN BANK as Trustee

                                    By:  /s/ James D. Heaney
                                         -----------------------------------

                                         Name: James D. Heaney

                                         Title:  Vice President

                                       73
<PAGE>

                                                                       EXHIBIT A



                                INTERLIANT, INC.

                   7% CONVERTIBLE SUBORDINATED NOTE DUE 2005

     No.                                           $

     CUSIP NO.

     INTERLIANT, INC., a corporation duly organized and existing under the laws
of the State of Delaware (herein called the "Company," which term includes any
successor entity under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ___________, or registered assigns, the
principal sum of ____  ($____) at the office or agency of the Company referred
to below, on February 16, 2005 in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest on said principal sum semiannually
on February 16 and August 16 of each year, commencing August 16, 2000 (each an
"Interest Payment Date"), at said office or agency, in like coin or currency, at
the rate of 7% per annum, until the principal hereof is paid or made available
for payment.  The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date shall, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the February 1 or August 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

     Payment of the principal of, premium, if any, and interest on this Security
shall be made at the office or agency of the Company maintained for such
purpose, which initially shall be the Corporate Trust Office of the Trustee
referred to on the reverse side hereof, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts, provided that the Company may make such payment either
by (i) mailing a check in the amount of such payment, payable to or upon the
written order of the Person entitled thereto pursuant to Section 3.07 of the
Indenture (as defined therein) or (ii) transfer to an account maintained by the
payee located inside the United States.



                                       1
<PAGE>

     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.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

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

DATED:  ____, 2000                  INTERLIANT, INC.

                                    By:___________________________________
                                       Name:
                                       Title:


Attest:

By:_________________________________
   Name:
   Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

DATED:  ____, 2000                  THE CHASE MANHATTAN BANK
                                    as Trustee


                                    By:___________________________________
                                       Authorized Signatory



                                       2
<PAGE>

                              REVERSE OF SECURITY

                                Interliant, Inc.

                   7% CONVERTIBLE SUBORDINATED NOTE DUE 2005

     This Security is one of a duly authorized issue of securities of the
Company designated as its 7% Convertible Subordinated Notes due 2005 (herein
called the "Securities"), limited in aggregate principal amount to $50,000,000
as adjusted from time to time on the books and records of the Trustee, which may
be issued under an Indenture, dated as of February 16, 2000 (the "Indenture"),
between the Company and THE CHASE MANHATTAN BANK, as Trustee for the Holders of
Securities issued under said Indenture (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Indebtedness and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

     The Holder of this Security (including any Person that has a beneficial
interest in this Security) and the Common Stock of the Company issuable upon
conversion hereof is entitled to the benefits of a Registration Rights
Agreement, dated as of February 16, 2000 executed by the Company (the
"Registration Rights Agreement").  Pursuant to the Registration Rights
Agreement, the Company has agreed for the benefit of the Holders from time to
time of the Registrable Securities to pay additional interest on this Security
("Liquidated Damages") in accordance with the terms of the Registration Rights
Agreement.  Whenever in this Security there is a reference, in any context, to
the payment of the principal of, premium, if any, or interest on, or in respect
of, any Security, such mention shall be deemed to include mention of the payment
of Liquidated Damages payable as described in this paragraph to the extent that,
in such context, Liquidated Damages are, were or would be payable in respect of
such Security and express mention of the payment of Liquidated Damages (if
applicable) in any provisions of this Security shall not be construed as
excluding Liquidated Damages in those provisions of this Security where such
express mention is not made.

     Subject to and upon compliance with the provisions of the Indenture, the
Holder of this Security is entitled, at its option, at any time on or before
maturity of the Securities, or in case this Security or a portion hereof is
called for redemption, then in respect of this Security or such portion hereof
until and including, but (unless the Company defaults in making the payment due
upon redemption or repurchase) not after, the close of business on the Business
Day immediately preceding the Redemption Date or Repurchase Date, as the case
may be, to convert this Security (or any portion of the principal amount hereof
which is U.S. $1,000 or an integral multiple thereof), at the principal amount
hereof, or of such portion, into fully paid and nonassessable shares of Common

Stock of the Company at a Conversion Rate of 18.8324 shares of common stock per
$1,000 principal amount of the Securities (or at the current adjusted Conversion
Rate if an adjustment has been made as provided in Article 12 of the Indenture)
by surrender of this Security, duly endorsed or assigned to


                                       3
<PAGE>

the Company or in blank, to the Company at its office or agency maintained for
such purpose, accompanied by the conversion notice hereon executed by the Holder
hereof evidencing such Holder's election to convert this Security, or if less
than the entire principal amount hereof is to be converted, the portion hereof
to be converted, and, in case such surrender shall be made during the period
from the close of business on any Regular Record Date to the opening of business
on the corresponding Interest Payment Date (unless this Security or the portion
hereof being converted has been called for redemption on a Redemption Date
within such period between and including such Regular Record Date and such
Interest Payment Date), also accompanied by payment in funds acceptable to the
Company of an amount equal to the interest payable on such Interest Payment Date
on the principal amount of this Security then being converted. Subject to the
aforesaid requirement for payment of interest and, in the case of a conversion
after the close of business on any Regular Record Date and on or before the
corresponding Interest Payment Date, to the right of the Holder of this Security
(or any Predecessor Security) of record at such Regular Record Date to receive
an installment of interest (even if the Security has been called for redemption
on a Redemption Date within such period), no payment or adjustment is to be made
on conversion for interest accrued hereon or for dividends on the Common Stock
issued on conversion. No fractions of shares or scrip representing fractions of
shares will be issued on conversion, but instead of any fractional interest the
Company shall pay a cash adjustment as provided in Article 12 of the Indenture.
The Conversion Rate and Conversion Price are subject to adjustment as provided
in Article 12 of the Indenture. In addition, the Indenture provides that in case
of certain reclassifications, consolidations, mergers, sales or transfers of
assets or other transactions pursuant to which the Common Stock is converted
into the right to receive other securities, cash or other property, the
conversion privilege shall be modified so that this Security, if then
outstanding, will be convertible thereafter, during the period this Security
shall be convertible as specified above, only into the kind and amount of
securities, cash and other property receivable upon the transaction by a holder
of the number of shares of Common Stock into which this Security might have been
converted immediately prior to such transaction.

     The Securities may be redeemed at the election of the Company, as a whole
or from time to time in part, at any time on or before February 18, 2003 (a
"Provisional Redemption"), at a Redemption Price equal to $1,000 per $1,000
principal amount of the Securities plus accrued and unpaid interest, if any, to
but excluding the date of redemption (the "Provisional Redemption Date") if (i)
the Closing Price of the Common Stock has exceeded 150% of the Conversion Price
(as defined in Article 12 of the Indenture and as such may be adjusted from time
to time) then in effect for at least 20 Trading Days in any period of 30
consecutive Trading Days ending on the Trading Day prior to the date of mailing
of the provisional notice of redemption pursuant to Section 10.04 (the "Notice
Date"), and (ii) a registration statement covering resales of the Securities and
Common Stock issuable upon the conversion thereof is effective and available for
use and is expected to remain effective for the 30 days following the
Provisional Redemption Date.

     Upon any such Provisional Redemption, the Company shall make an additional
payment in cash (the "Make-Whole Payment") to holders of the Securities called
for redemption, including those Securities converted into Common Stock between
the Notice Date and the Provisional Redemption Date, in an amount equal to
$152.54 per $1,000 principal amount of the Securities, less the amount of any
interest actually paid on the Securities before the Notice Date.



                                       4
<PAGE>

     The Securities (other than those Securities that have been converted in
accordance with the terms of the Indenture) are subject to redemption at the
option of the Company upon not less than 30 days' or more than 60 days' notice
by mail, as a whole or from time to time in part, at any time after February 18,
2003.  The redemption prices (expressed as percentages of the principal amount)
shall be as set forth below for Securities redeemed during the following periods
described below:

<TABLE>
<CAPTION>
                           Period                                 Redemption Price
                           ------                                 ----------------
<S>                                                            <C>
February 19, 2003 through February 15, 2004                              102.8%
Thereafter                                                               101.4%
</TABLE>

together, in the case of any such redemption, with accrued interest to (but not
including) the Redemption Date (subject to the right of holders of record on the
Regular Record Date to receive interest on the related Interest Payment Date).
Any redemption of Securities must be in integral multiples of $1,000.

     If fewer than all of the Securities are to be redeemed, the Trustee shall
select the Securities to be redeemed in principal amounts at maturity of $1,000
or integral multiples thereof by lot, pro rata or by any other method that
complies with the requirements of any exchange on which the Securities are
listed or quoted and that the Trustee considers fair and appropriate. If a
portion of a Holder's Securities is selected for partial redemption and that
holder converts a portion of those Securities prior to the redemption, the
converted portion shall be deemed, solely for purposes of determining the
aggregate principal amount of the Securities to be redeemed by the Company, to
be of the portion selected for redemption.

     In certain circumstances involving a Change in Control, each Holder shall
have the right to require the Company to repurchase all or part of its
Securities at a repurchase price equal to 100% of the principal amount thereof,
together with accrued and unpaid interest through the Repurchase Date (subject
to the right of holders of record on the Regular Record Date to receive interest
on the related Interest Payment Date). At the option of the Company, the
Repurchase Price may be paid in cash or, subject to the conditions provided in
the Indenture, by delivery of shares of Common Stock.

     The Securities do not have the benefit of any sinking fund.

     In the event of redemption, conversion or repurchase of this Security in
part only, a new Security or Securities for the unredeemed, unconverted or
unrepurchased portion hereof shall be issued in the name of the Holder hereof
upon the cancellation hereof.

     The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes.



                                       5
<PAGE>

     If an Event of Default shall occur and be continuing, the principal of all
the Securities may be declared due and payable in the manner and with the effect
provided in Article 4 of the Indenture.

     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 under the Indenture at
any time by the Company and the Trustee with (or, in the limited circumstances
set forth in the Indenture, without) the consent of the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding, on behalf
of the Holders of all the 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 herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     The Indenture also contains provisions limiting the right of Holders to
deliver effective Notices of Default or to institute proceedings to enforce
remedies relating to the Securities, automatically waiving Defaults or Events of
Default and directing the Trustee to enter into indentures supplemental hereto
without the consent of the Holders, in each case based upon action taken by
holders of the Company's 7% Convertible Subordinated Notes due 2005
authenticated and delivered pursuant to an Indenture between the Company and The
Chase Manhattan Bank, as trustee, dated as of February 16, 2000, relating to up
to $172,500,000 aggregate principal amount of such Notes.

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

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the Corporate
Trust Office duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

     The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.

     No service charge shall be made to a Holder for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.



                                       6
<PAGE>

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

     Interest (including Liquidated Damages) on this Security shall be computed
on the basis of a 360-day year of twelve 30-day months.  In the event that any
date on which interest (including Liquidated Damages) is payable on the
Securities is not a Business Day, then payment of interest payable on such date
will be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay).

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES.




                                       7
<PAGE>

                               CONVERSION NOTICE

     To:  INTERLIANT, INC.

     The undersigned Holder of this Security hereby irrevocably exercises the
option to convert this Security, or the portion hereof (which is $1,000 or an
integral multiple thereof) below designated, at any time following the date of
original issuance thereof, into shares of Common Stock in accordance with the
terms of the Indenture referred to in this Security, and directs that the shares
issuable and deliverable upon conversion, together with any check in payment for
a fractional share and any Security representing any unconverted principal
amount hereof, be issued and delivered to the registered owner hereof unless a
different name has been provided below. If shares or any portion of this
Security not converted are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith a certificate in proper form certifying that
the applicable restrictions on transfer have been complied with. Any amount
required to be paid by the undersigned on account of interest accompanies this
Security.

Dated:                              By:________________________________________
                                       Signature of Registered Holder*

If shares or Securities are to be registered in    Principal amount to be
the name of a Person other than the Holder,        converted (if less than all):
please print such Person's name and address:       $______,000


-------------------------------------------------
Name

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

-------------------------------------------------
Street Address

-------------------------------------------------
City, State and Zip Code

     * Signature(s) must be guaranteed by an eligible guarantor institution
(banks, stock brokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program) pursuant to
Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to
be delivered, or unconverted Securities are to be issued, other than to and in
the name of the registered owner.

                                       1
<PAGE>

                    ELECTION OF HOLDER TO REQUIRE REPURCHASE

     (1) Pursuant to Article 11.01 of the Indenture, the undersigned hereby
elects to have this Security repurchased by the Company.

     (2) The undersigned hereby directs the Trustee or the Company to pay it or
______________ an amount in cash or, at the Company's election, Common Stock
valued as set forth in the Indenture, equal to 100% of the principal amount to
be repurchased (as set forth below), plus interest (including Liquidated
Damages, if any) accrued to the Repurchase Date, as provided in the Indenture.

Dated:

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


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

Signature(s) must be guaranteed by an Eligible
Guarantor Institution with membership in an
approved signature guarantee program pursuant
to Rule 17Ad-15 under the Securities Exchange
Act of 1934.

-------------------------------------------------
Signature Guaranteed

Principal amount to be repurchased (at least
U.S. $1,000 or an integral multiple of $1,000
in excess thereof):  ___________________

Remaining principal amount following such
repurchase (not less than U.S. $1,000):
______________

NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever.