<PAGE>

                                                                     EXHIBIT 4.4

                               FINISAR CORPORATION

                      2 1/2% Convertible Subordinated Notes

                                    due 2010

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

                                    INDENTURE

                          Dated as of October 15, 2003

                      U.S. BANK TRUST NATIONAL ASSOCIATION,

                                     TRUSTEE

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

<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
<S>                                                                                                           <C>
                                                    ARTICLE 1
                             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01         Definitions........................................................................        1
SECTION 1.02         Other Definitions..................................................................       11
SECTION 1.03         Incorporation by Reference of Trust Indenture Act..................................       12
SECTION 1.04         Rules of Construction..............................................................       13
SECTION 1.05         Acts of Holders....................................................................       13

                                                    ARTICLE 2
                                                    THE NOTES

SECTION 2.01         Form and Dating....................................................................       14
SECTION 2.02         Execution and Authentication.......................................................       16
SECTION 2.03         Registrar, Paying Agent and Conversion Agent.......................................       16
SECTION 2.04         Paying Agent to Hold Money and Notes in Trust......................................       17
SECTION 2.05         Noteholder Lists...................................................................       17
SECTION 2.06         Transfer and Exchange..............................................................       17
SECTION 2.07         Replacement Notes..................................................................       18
SECTION 2.08         Outstanding Notes; Determinations of Holders' Action...............................       19
SECTION 2.09         Temporary Notes....................................................................       20
SECTION 2.10         Cancellation.......................................................................       20
SECTION 2.11         Persons Deemed Owners..............................................................       21
SECTION 2.12         Global Notes.......................................................................       21
SECTION 2.13         CUSIP Numbers......................................................................       25
SECTION 2.14         Defaulted Interest.................................................................       26
SECTION 2.15         Registration Default...............................................................       26

                                                    ARTICLE 3
                                           REDEMPTION AND REPURCHASES

SECTION 3.01         Provisional Redemption.............................................................       26
SECTION 3.02         Notice of Trustee..................................................................       26
SECTION 3.03         Selection of Notes to be Redeemed..................................................       27
SECTION 3.04         Notice of Redemption...............................................................       27
SECTION 3.05         Effect of Notice of Redemption.....................................................       28
SECTION 3.06         Deposit of Provisional Redemption Price............................................       28
SECTION 3.07         Notes Redeemed in Part.............................................................       29
SECTION 3.08         Conversion Arrangement on Call for Redemption......................................       29
SECTION 3.09         Repurchase of Notes At Option of the Holder on Specific Date.......................       29
SECTION 3.10         Repurchase of Notes at Option of the Holder upon Change in Control.................       35
</TABLE>

                                       i
<PAGE>

                                Table of Contents
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
<S>                                                                                                           <C>
SECTION 3.11         Effect of Put Right Repurchase Notice or Change in Control Repurchase Notice.......       42
SECTION 3.12         Deposit of Put Right Repurchase Notice or Change in Control Repurchase Price.......       43
SECTION 3.13         Notes Repurchased in Part..........................................................       44
SECTION 3.14         Covenant to Comply with Securities Laws upon Purchase or Repurchase of Notes.......       44
SECTION 3.15         Repayment to the Company...........................................................       44

                                                    ARTICLE 4
                                                    COVENANTS

SECTION 4.01         Payment of Principal and Interest on the Notes.....................................       45
SECTION 4.02         Commission and Other Reports.......................................................       45
SECTION 4.03         Compliance Certificate.............................................................       45
SECTION 4.04         Further Instruments and Acts.......................................................       45
SECTION 4.05         Maintenance of Office or Agency....................................................       46
SECTION 4.06         Delivery of Certain Information....................................................       46

                                                    ARTICLE 5
                                              SUCCESSOR CORPORATION

SECTION 5.01         When Company May Merge or Transfer Assets..........................................       46

                                                    ARTICLE 6
                                              DEFAULTS AND REMEDIES

SECTION 6.01         Events of Default..................................................................       47
SECTION 6.02         Acceleration.......................................................................       49
SECTION 6.03         Other Remedies.....................................................................       50
SECTION 6.04         Waiver of Past Defaults............................................................       50
SECTION 6.05         Control by Majority................................................................       50
SECTION 6.06         Limitation on Suits................................................................       50
SECTION 6.07         Rights of Holders to Receive Payment...............................................       51
SECTION 6.08         Collection Suit by Trustee.........................................................       51
SECTION 6.09         Trustee May File Proofs of Claim...................................................       51
SECTION 6.10         Priorities.........................................................................       52
SECTION 6.11         Undertaking for Costs..............................................................       52
SECTION 6.12         Waiver of Stay, Extension or Usury Laws............................................       52

                                                    ARTICLE 7
                                                     TRUSTEE
</TABLE>

                                       ii

<PAGE>

                                Table of Contents
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
<S>                                                                                                           <C>
SECTION 7.01         Duties and Responsibilities of the Trustee; During Default; Prior to Default.......       53
SECTION 7.02         Certain Rights of the Trustee......................................................       54
SECTION 7.03         Trustee Not Responsible for Recitals, Disposition of Notes or Application of
                      Proceeds Thereof ..............................................................          55
SECTION 7.04         Trustee and Agents May Hold Notes; Collections, etc................................       55
SECTION 7.05         Moneys Held by Trustee.............................................................       55
SECTION 7.06         Compensation and Indemnification of Trustee and Its Prior Claim....................       55
SECTION 7.07         Right of Trustee to Rely on Officers' Certificate, etc.............................       56
SECTION 7.08         Conflicting Interests..............................................................       56
SECTION 7.09         Persons Eligible for Appointment as Trustee........................................       56
SECTION 7.10         Resignation and Removal; Appointment of Successor Trustee..........................       56
SECTION 7.11         Acceptance of Appointment by Successor Trustee.....................................       57
SECTION 7.12         Merger, Conversion, Consolidation or Succession to Business of Trustee.............       58
SECTION 7.13         Preferential Collection of Claims Against the Company..............................       59
SECTION 7.14         Reports by the Trustee.............................................................       59
SECTION 7.15         Trustee to Give Notice of Default, But May Withhold in Certain Circumstances.......       59

                                                    ARTICLE 8
                                             DISCHARGE OF INDENTURE

SECTION 8.01         Discharge of Liability on Notes....................................................       59
SECTION 8.02         Repayment of the Company...........................................................       59

                                                    ARTICLE 9
                                                   AMENDMENTS

SECTION 9.01         Without Consent of Holders.........................................................       60
SECTION 9.02         With Consent of Holders............................................................       61
SECTION 9.03         Compliance with Trust Indenture Act................................................       61
SECTION 9.04         Revocation and Effect of Consents, Waivers and Actions.............................       61
SECTION 9.05         Notation on or Exchange of Notes...................................................       62
SECTION 9.06         Trustee to Sign Supplemental Indentures............................................       62
SECTION 9.07         Effect of Supplemental Indentures..................................................       62

                                                   ARTICLE 10
                                                   CONVERSION

SECTION 10.01        Conversion Right and Conversion Price..............................................       62
SECTION 10.02        Exercise of Conversion Right.......................................................       63
SECTION 10.03        Fractions of Shares................................................................       64
SECTION 10.04        Adjustment of Conversion Price.....................................................       64
</TABLE>

                                      iii

<PAGE>

                                Table of Contents
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
<S>                                                                                                           <C>
SECTION 10.05        Notice of Adjustments of Conversion Price..........................................       72
SECTION 10.06        Notice Prior to Certain Actions....................................................       72
SECTION 10.07        Company to Reserve Common Stock....................................................       73
SECTION 10.08        Taxes on Conversions...............................................................       73
SECTION 10.09        Covenant as to Common Stock........................................................       74
SECTION 10.10        Cancellation of Converted Notes....................................................       74
SECTION 10.11        Effect of Reclassification, Consolidation, Merger or Sale..........................       74
SECTION 10.12        Adjustment for Other Distributions.................................................       75
SECTION 10.13        Responsibility of Trustee for Conversion Provisions................................       76

                                                   ARTICLE 11
                                                  SUBORDINATION

SECTION 11.01        Agreement to Subordinate...........................................................       76
SECTION 11.02        Liquidation; Dissolution; Bankruptcy...............................................       77
SECTION 11.03        Default on Designated Senior Indebtedness..........................................       77
SECTION 11.04        Acceleration of Notes..............................................................       79
SECTION 11.05        When Distribution Must Be Paid Over................................................       79
SECTION 11.06        Notice by the Company..............................................................       79
SECTION 11.07        Subrogation........................................................................       79
SECTION 11.08        Relative Rights....................................................................       79
SECTION 11.09        Subordination May Not Be Impaired by the Company...................................       80
SECTION 11.10        Distribution or Notice to Representative...........................................       80
SECTION 11.11        Rights of Trustee and Paying Agent.................................................       80

                                                   ARTICLE 12
                                                    SECURITY

SECTION 12.01        Security...........................................................................       81

                                                   ARTICLE 13
                                                  MISCELLANEOUS

SECTION 13.01        Trust Indenture Act Controls.......................................................       83
SECTION 13.02        Notices............................................................................       83
SECTION 13.03        Communication by Holders with Other Holders........................................       84
SECTION 13.04        Certificate and Opinion as to Conditions Precedent.................................       84
SECTION 13.05        Statements Required in Certificate or Opinion......................................       85
SECTION 13.06        Separability Clause................................................................       85
SECTION 13.07        Rules by Trustee, Paying Agent, Conversion Agent and Registrar.....................       85
SECTION 13.08        Legal Holidays.....................................................................       85
SECTION 13.09        GOVERNING LAW......................................................................       85
SECTION 13.10        No Recourse Against Others.........................................................       85
SECTION 13.11        Successors.........................................................................       86
</TABLE>

                                       iv
<PAGE>

                                Table of Contents
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
<S>                                                                                                           <C>
SECTION 13.12        Multiple Originals.................................................................       86
</TABLE>

EXHIBITS

Exhibit A-1      Form of Face of Global Note
Exhibit A-2      Form of Certificated Note
Exhibit B-1      Transfer Certificate
Exhibit C-1      Form of Notice of Holder to Elect Repurchase on Specific Date
Exhibit C-2      Form of Notice of Holder to Elect Repurchase upon a Change in
                 Control
Exhibit D        Form of Accredited Investor Representation Letter


                                       v

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TIA SECTION                                                               INDENTURE SECTION
<S>                                                                     <C>
310(a)(1).......................................................                7.09
   (a)(2).......................................................                7.09
   (a)(3).......................................................                N.A.
   (a)(4).......................................................                N.A.
   (a)(5).......................................................                7.09
   (b)..........................................................        7.08; 7.09; 7.10;7.11
   (c)..........................................................                N.A.
311(a)..........................................................                7.13
   (b)..........................................................                7.13
   (c)..........................................................                N.A.
312(a)..........................................................                2.05
   (b)..........................................................                13.03
   (c)..........................................................                13.03
313(a)..........................................................                7.14
   (b)(1).......................................................                7.14
   (b)(2).......................................................                7.14
   (c)..........................................................                13.02
   (d)..........................................................                7.14
314(a)..........................................................          4.02; 4.03; 13.02
   (b)..........................................................              12.01(e)
   (c)(1).......................................................                13.04
   (c)(2).......................................................                13.04
   (c)(3).......................................................                N.A.
   (d)..........................................................              12.01(d)
   (e)..........................................................                13.05
   (f)..........................................................                N.A.
315(a)..........................................................                7.01
   (b)..........................................................             7.15; 13.02
   (c)..........................................................                7.01
   (d)..........................................................                7.01
   (e)..........................................................                6.11
316(a)(last sentence)...........................................                2.08
   (a)(1)(A)....................................................                6.05
   (a)(1)(B)....................................................                6.04
   (a)(2).......................................................                N.A.
   (b)..........................................................                6.07
317(a)(1).......................................................                6.08
   (a)(2).......................................................                6.09
   (b)..........................................................                2.04
318(a)..........................................................                13.01
</TABLE>

                            N. A.means Not Applicable

----------------
*    Note: This  Cross-Reference  Table shall not, for any purpose, be deemed to
     be part of the Indenture.

<PAGE>

                  INDENTURE dated as of October 15, 2003 between FINISAR
CORPORATION, a Delaware corporation (the "Company"), and U.S. BANK TRUST
NATIONAL ASSOCIATION, a national banking association, as Trustee hereunder (the
"Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of
its 2 1/2% Convertible Subordinated Notes due 2010 (herein called the "Notes")
of substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.

                  All things necessary to make the Notes, when the Notes are
executed by the Company and authenticated and delivered hereunder, the valid
obligations of the Company, and to make this Indenture a valid agreement of the
Company, in accordance with their and its terms, have been done. Further, all
things necessary to duly authorize the issuance of the Common Stock of the
Company issuable upon the conversion of the Notes, and to duly reserve for
issuance the number of shares of Common Stock issuable upon such conversion,
have been done.

                  The Notes will be partially secured pursuant to the terms of
the Pledge Agreement (as defined herein) by Pledged Securities (as defined
herein).

                  This Indenture is subject to, and shall be governed by, the
provisions of the Trust Indenture Act of 1939, as amended, that are required to
be a part of and to govern indentures qualified under the Trust Indenture Act of
1939, as amended.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Notes by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Notes, 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;

                  (2)      all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with GAAP; and

                  (3)      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.

                                       1

<PAGE>

                  "Additional Pledged Securities" has the meaning specified in
the Pledge Agreement.

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

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

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

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

                  "Business Day" means each day of the year other than a
Saturday or a Sunday on which banking institutions are not required or
authorized to close in the City of New York or the city in which the principal
corporate trust office of the Trustee is located.

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

                  "Certificated Notes" means Notes that are in the form of the
Notes attached hereto as Exhibit A-2.

                  "Closing Price" of any security on any date of determination
means:

                  (1)      the closing sale price (or, if no closing sale price
         is reported, the last reported sale price) of such security on the New
         York Stock Exchange on such date;

                  (2)      if such security is not listed for trading on the New
         York Stock Exchange on any such date, the closing sale price as
         reported in the composite transactions for the principal U.S.
         securities exchange on which such security is so listed;

                  (3)      if such security is not so listed on a U.S. national
         or regional securities exchange, the closing sale price as reported by
         the NASDAQ National Market;

                                       2
<PAGE>

                  (4)      if such security is not so reported, the last quoted
         bid price for such security in the over-the-counter market as reported
         by the National Quotation Bureau or similar organization; or

                  (5)      if such bid price is not available, the average of
         the mid-point of the last bid and ask prices of such security on such
         date from at least three nationally recognized independent investment
         banking firms retained for this purpose by the Company.

                  "Closing Time" has the meaning specified in the Purchase
Agreement.

                  "Collateral Account" means an account established with the
Collateral Agent pursuant to the terms of the Pledge Agreement for the deposit
of the Pledged Securities to be purchased by the Company with a portion of the
proceeds from the sale of the Notes.

                  "Collateral Agent" means, initially, U.S. Bank National
Association, a national banking association, as collateral agent under the
Pledge Agreement.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" means the Common Stock, par value $0.001 per
share, of the Company authorized at the date of this instrument as originally
executed. Subject to the provisions of Section 10.11, shares issuable on
conversion or repurchase of Notes shall include only shares of Common Stock or
shares of any class or classes of common stock resulting from any
reclassification or reclassifications thereof; provided, however, that if at any
time there shall be more than one such resulting class, the shares so issuable
on conversion of Notes shall include shares of all such classes, and the shares
of each such class then so issuable shall be substantially in the proportion
which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

                  "common stock" means any stock of any class of capital stock
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the issuer.

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

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

                  "Conversion Agent" means any person authorized by the Company
to convert Notes in accordance with Article 10 hereof.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 100 Wall Street, 16th Floor, New
York, New York, 10005, or such other address as the Trustee

                                       3

<PAGE>

may designate from time to time by notice to the Holders and the Company, or the
principal corporate trust office of any successor Trustee (or such other address
as a successor Trustee may designate from time to time by notice to the Holders
and the Company).

                  "Date of Delivery" has the meaning specified in the Purchase
Agreement.

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

                  "Designated Senior Indebtedness" means the Company's
obligations under any particular Senior Indebtedness that expressly provides
that such Senior Indebtedness shall be "Designated Senior Indebtedness" for
purposes of this Indenture.

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

                  "GAAP" means United States generally accepted accounting
principles as in effect from time to time.

                  "Global Notes" means Notes that are in the form of the Notes
attached hereto as Exhibit A-1.

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

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

                  "Indebtedness" means, with respect to any person, without
duplication:

                  (1) all indebtedness, obligations and other liabilities,
         contingent or otherwise, of such person for borrowed money (including
         overdrafts) or for the deferred purchase price of property or services,
         excluding any trade payables and other accrued current liabilities
         incurred in the ordinary course of business, but including, without
         limitation, all obligations, contingent or otherwise, of such person in
         connection with any letters of credit and acceptances issued under
         letter of credit facilities, acceptance facilities or other similar
         facilities;

                  (2) all obligations of such person evidenced by bonds, credit
         or loan agreements, notes, debentures or other similar instruments;

                  (3) indebtedness of such person created or arising under any
         conditional sale or other title retention agreement with respect to
         property acquired by such person (even if the rights and remedies of
         the seller or lender under such agreement in the event of

                                       4

<PAGE>

         default are limited to repossession or sale of such property), but
         excluding trade payables arising in the ordinary course of business;

                  (4) all obligations and liabilities, contingent or otherwise,
         in respect of leases of the person required, in conformity with GAAP,
         to be accounted for as capitalized lease obligations on the balance
         sheet of the person and all obligations and other liabilities,
         contingent or otherwise, under any lease or related document, including
         a purchase agreement, in connection with the lease of real property or
         improvements thereon which provides that the person is contractually
         obligated to purchase or cause a third party to purchase the leased
         property or pay an agreed upon residual value of the leased property to
         the lessor and the obligations of the person under the lease or related
         document to purchase or to cause a third party to purchase the leased
         property whether or not such lease transaction is characterized as an
         operating lease or a capitalized lease in accordance with GAAP,
         including, without limitations, synthetic lease obligations;

                  (5) all obligations of such person under or in respect of
         interest rate agreements, currency agreements or other swap, cap floor
         or collar agreement, hedge agreement, forward contract or similar
         instrument or agreement or foreign currency, hedge, exchange or
         purchase or similar instrument or agreement;

                  (6) all indebtedness referred to in (but not excluded from)
         the preceding clauses (1) through (5) of other persons and all
         dividends of other persons, the payment of which is secured by (or for
         which the holder of such indebtedness has an existing right, contingent
         or otherwise, to be secured by) any Lien or with respect to property
         (including, without limitation, accounts and contract rights) owned by
         such person, even though such person has not assumed or become liable
         for the payment of such indebtedness (the amount of such obligation
         being deemed to be the lesser of the value of such property or asset or
         the amount of the obligation so secured);

                  (7) all guarantees by such person of indebtedness referred to
         in (but not excluded from) this definition of any other person;

                  (8) all Redeemable Capital Stock of such person valued at the
         greater of its voluntary or involuntary maximum fixed repurchase price
         plus accrued and unpaid dividends;

                  (9) the present value of the obligations of such person as
         lessee for net rental payments (excluding all amounts required to be
         paid on account of maintenance and repairs, insurance, taxes,
         assessments, water, utilities and similar charges to the extent
         included in such rental payments) during the remaining term of the
         lease included in any sale and leaseback transaction, including any
         period for which such lease has been extended or may, at the option of
         the lessor, be extended. Such present value shall be calculated using a
         discount rate equal to the rate of interest implicit in such
         transaction, determined in accordance with GAAP; and

                                       5

<PAGE>

                  (10) any and all refinancings, replacements, deferrals,
         renewals, extensions and refundings of or amendments, modifications or
         supplements to, any indebtedness, obligation or liability of the kind
         described in clauses (1) through (9) above.

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

                  "Institutional Accredited Investor" shall mean an institution
that is an "accredited investor" as that term is defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act.

                  "Initial Pledged Securities" has the meaning specified in the
Pledge Agreement.

                  "Initial Purchasers" means Merrill Lynch, Pierce, Fenner &
Smith Incorporated, A.G. Edwards & Sons, Inc., CIBC World Markets Corp., Needham
& Company, Inc., RBC Dain Rauscher Inc., SoundView Technology Corporation and
Thomas Weisel Partners LLC.

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Notes.

                  "Interest Rate" means 2 1/2% per annum.

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

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

                  "Liquidated Damages" has the meaning specified in the
Registration Rights Agreement.

                  "Notes" has the meaning ascribed to it in the first paragraph
under the caption "Recitals of the Company".

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

                  "Officers' Certificate" means a written certificate containing
the information specified in Sections 13.04 and 13.05, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 4.03 shall be

                                       6

<PAGE>

signed by one authorized financial or accounting Officer of the Company but need
not contain the information specified in Sections 13.04 and 13.05.

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

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

                  "person" or "Person" means any individual, corporation,
limited liability company, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, or government or any agency or
political subdivision thereof, including any subdivision or ongoing business of
any such entity or substantially all of the assets of any such entity,
subdivision or business.

                  "Pledge Agreement" means the Collateral Pledge and Security
Agreement, dated as of October 15, 2003, among the Company, the Trustee and the
Collateral Agent, as such agreement may be amended, restated, supplemented or
otherwise modified from time to time.

                  "Pledged Securities" means the U.S. Government Obligations to
be purchased by the Company and held in the Collateral Account in accordance
with the Pledge Agreement.

                  "principal" of a Note means the principal amount due on the
Stated Maturity as set forth on the face of the Note.

                  "Purchase Agreement" means the Purchase Agreement, dated as of
October 8, 2003, between the Company and the Initial Purchasers.

                  "Redeemable Capital Stock" means any class of the Company's
Capital Stock that, either by its terms, by the terms of any securities 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
(whether by sinking fund or otherwise) prior to the date that is 91 days after
the Stated Maturity of the Notes or is redeemable at the option of the holder
thereof at any time prior to such date, or is convertible into or exchangeable
for debt securities at any time prior to such date (unless it is convertible or
exchangeable solely at the Company's option).

                  "Registration Rights Agreement" means the Registration Rights
Agreement of even date herewith entered into by the Company and the Initial
Purchasers.

                  "Regular Record Date" means, with respect to the interest
payable on any Interest Payment Date, the close of business on the April 1 or
October 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date.

                                       7

<PAGE>

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

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

                  "Restriction Termination Date" means, with respect to any
Note, the date that is two years after the later of:

                  (1)      the Issue Date of the Note, or, in the case of Common
Stock, the Issue Date of the Note upon the conversion of which such Common Stock
was issued; and

                  (2)      the last date on which any "affiliate," as defined in
Rule 144, of the Company was the owner of such Note or Common Stock.

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

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

                  "Securities Act" means the United States Securities Act of
1933 (or any successor statute), as amended from time to time.

                  "Senior Indebtedness" means:

                  (1)      the principal of and premium, if any, and interest
         on, and fees, costs, enforcement expenses, collateral protection
         expenses and other reimbursement or indemnity obligations in respect of
         all of the Indebtedness of the Company or obligations to any person for
         money borrowed that is evidenced by a note, bond, debenture, loan
         agreement, or similar instrument or agreement including default
         interest and interest accruing after a bankruptcy;

                  (2)      commitment or standby fees due and payable to lending
         institutions with respect to credit facilities available to the
         Company;

                  (3)      all of the Company's noncontingent obligations (i)
         for the reimbursement of any obligor on any letter of credit, banker's
         acceptance or similar credit transaction, (ii) under interest rate
         swaps, caps, collars, options and similar arrangements and (iii) under
         any foreign exchange contract, currency swap agreement, futures
         contract, currency option contract or other foreign currency hedge;

                                       8

<PAGE>

                  (4)      all of the Company's obligations under leases for
         real estate, facilities, equipment or related assets, whether or not
         capitalized, that are entered into or leased for financing purposes;

                  (5)      any liabilities of others described in clauses (1)
         through (4) above that the Company has guaranteed or which are
         otherwise the Company's legal liability; and

                  (6)      renewals, extensions, refundings, refinancings,
         restructurings, amendments and modifications of any such indebtedness
         or guarantee.

                  Notwithstanding the foregoing, "Senior Indebtedness" shall not
include:

                  (a)      Indebtedness or other obligations of the Company that
         by its terms ranks equal or junior in right of payment to the Notes;

                  (b)      Indebtedness evidenced by the Notes;

                  (c)      Indebtedness evidenced by the Company's 5 1/4%
         Convertible Subordinated Notes due 2008 issued pursuant to that certain
         indenture, dated as of October 15, 2001, which notes rank pari passu in
         payment with the Notes, provided that the Holders of the Notes shall
         not be entitled to any of the U.S. Government Obligations pledged for
         the exclusive benefit of the holders of the notes described in this
         subsection (c) (or the proceeds thereof) and such holders shall not be
         entitled to any of the Pledged Securities (or the proceeds thereof);

                  (d)      Indebtedness of the Company that by operation of law
         is subordinate to any general unsecured obligations of the Company;

                  (e)      accounts payable or other liabilities owed or owing
         by the Company to trade creditors (including guarantees thereof or
         instruments evidencing such liabilities);

                  (f)      amounts owed by the Company for compensation to
         employees or for services rendered to the Company;

                  (g)      Indebtedness of the Company to any Subsidiary or any
         other Affiliate of the Company or any of such Affiliate's Subsidiaries,
         except if it is pledged as security for any Senior Indebtedness;

                  (h)      Capital Stock of the Company;

                  (i)      Indebtedness of the Company evidenced by any
         Guarantee of any such Indebtedness ranking equal or junior in right of
         payment to the Notes; and

                  (j)      Indebtedness of the Company which, when incurred and
         without respect to any election under Section 1111(b) of Title 11 of
         the United States Code, is without recourse to the Company.

                                       9

<PAGE>

                  "Significant Subsidiary" means a Subsidiary of the Company,
including the Subsidiaries of such Subsidiary, that meets any of the following
conditions:

                  (1)      the Company's and its other Subsidiaries' investments
in and advances to the Subsidiary exceed 10 percent of the total assets of the
Company and its Subsidiaries consolidated as of the end of the most recently
completed fiscal year; or

                  (2)      the Company's and its other Subsidiaries'
proportionate share of the total assets (after intercompany eliminations) of the
Subsidiary exceeds 10 percent of the total assets of the Company and its
Subsidiaries consolidated as of the end of the most recently completed fiscal
year; or

                  (3)      the Company's and its other Subsidiaries' equity in
the income from continuing operations before income taxes, extraordinary items
and cumulative effect of a change in accounting principles of the Subsidiary
exceeds 10 percent of such income of the Company and its Subsidiaries
consolidated for the most recently completed fiscal year.

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

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

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

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

                  "Trustee" means the party named as the "Trustee" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and,

                                       10

<PAGE>

thereafter, shall mean such successor. The foregoing sentence shall likewise
apply to any subsequent such successor or successors.

                  "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 (its "possessions" including Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands).

                  "U.S. 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 or 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, in either case, are
not callable or redeemable at the option of the issuer thereof at any time prior
to the Stated Maturity of the eighth interest installment under the Notes, and
shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. 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 U.S.
Government Obligation for the specific payment of interest on or principal of
the U.S. Government Obligation evidenced by such depository receipt.

                  SECTION 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                         Defined in
Term                                                                       Section
----                                                                       -------
<S>                                                                      <C>
"Act"...............................................................       1.05(a)
"Agent Members".....................................................       2.12
"Bankruptcy Law"....................................................       6.01
"Change in Control".................................................       3.10(a)
"Change in Control Repurchase Date".................................       3.10(a)
"Change in Control Repurchase Notice"...............................       3.10(d)
"Change in Control Repurchase Price"................................       3.10(a)
"Company Change in Control Notice"..................................       3.10(b)
"Company Put Right Notice"..........................................       3.09(b)
"Conversion Agent"..................................................       2.03
"Conversion Price"..................................................      10.01
"Current Market Price"..............................................      10.04(g)
"Custodian".........................................................       6.01
"Depositary"........................................................       2.01(a)
"Determination Date"................................................      10.04(e)
"DTC"...............................................................       2.01(a)
"Event of Default"..................................................       6.01
"Exchange Act"......................................................       3.10(a)
"excluded securities"...............................................      10.04(d)
</TABLE>

                                       11

<PAGE>

<TABLE>
<S>                                                                       <C>
"Expiration Time"...................................................      10.04(f)
"fair market value".................................................      10.04(g)
"Legal Holiday".....................................................      13.08
"Legend"............................................................       2.06(f)
"Non-Electing Share"................................................      10.11
"Non-Payment Default"...............................................      11.03(b)
"Notice Date".......................................................       3.01
"Notice of Default".................................................       6.01
"Paying Agent"......................................................       2.03
"Payment Blockage Period"...........................................      11.03(b)
"Payment Default"...................................................      11.03(a)
"Permitted Junior Securities" ......................................      11.02
"Provisional Redemption"............................................       3.01
"Provisional Redemption Date".......................................       3.01
"Provisional Redemption Price"......................................       3.01
"Purchased Shares"..................................................      10.04(f)
"Put Right Repurchase Date".........................................       3.09(a)
"Put Right Repurchase Price"........................................       3.09(a)
"Put Right Repurchase Notice".......................................       3.09(c)
"QIB"...............................................................       2.01(a)
"Record Date".......................................................      10.04(g)
"Reference Period"..................................................      10.04(d)
"Registrar".........................................................       2.03
"Rule 144A Information".............................................       4.06
"Trigger Event".....................................................      10.04(d)
</TABLE>

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

                  "Commission" means the Commission.

                  "indenture notes" means the Notes.

                  "indenture note holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture Notes means the Company.

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

                                       12

<PAGE>

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

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

                  (b)      an accounting term not otherwise defined has the
         meaning assigned to it in accordance with GAAP as in effect from time
         to time;

                  (c)      "or" is not exclusive;

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

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

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

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

                  The ownership of Notes shall be proved by the register for the
Notes or by a certificate of the Registrar.

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

                  If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to

                                       13

<PAGE>

a resolution of the Board of Directors, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act, but the Company shall have no
obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for purposes of
determining whether Holders of the requisite proportion of outstanding Notes
have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
outstanding Notes shall be computed as of such record date; provided that no
such authorization, agreement or consent by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

                                    ARTICLE 2

                                    THE NOTES

                  SECTION 2.01 Form and Dating. The Global Notes and the
Trustee's certificate of authentication to be borne by such Notes and the
Certificated Notes and the Trustee's Certificate of Authentication to be borne
by such Notes shall be substantially in the form annexed hereto as Exhibits A-1
and A-2, respectively, which are incorporated in and made a part of this
Indenture. The terms and provisions contained in the form of Note shall
constitute, and are hereby expressly made, a part of this Indenture and to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby.

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

                  (a)      Global Notes. Notes offered and sold within the
United States to qualified institutional buyers as defined in Rule 144A ("QIBs")
in reliance on Rule 144A shall be issued, initially in the form of a 144A Global
Note, which shall be deposited with the Trustee at its Corporate Trust Office,
as custodian for, and registered in the name of, The Depository Trust Company
("DTC") or the nominee thereof (such depositary, or any successor thereto, and
any such nominee being hereinafter referred to as the "Depositary"), duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the 144A Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary as hereinafter provided.

                  (b)      Global Notes in General. Each Global Note shall
represent such of the outstanding Notes as shall be specified therein and each
shall provide that it shall represent the aggregate amount of outstanding Notes
from time to time endorsed thereon and that the

                                       14

<PAGE>

aggregate amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges, redemptions and
conversions.

                  Any adjustment of the aggregate principal amount of a Global
Note to reflect the amount of any increase or decrease in the amount of
outstanding Notes represented thereby shall be made by the Trustee in accordance
with instructions given by the Holder thereof as required by Section 2.12 hereof
and shall be made on the records of the Trustee and the Depositary.

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

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

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

         TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
         BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
         SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS
         OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
         WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE INDENTURE REFERRED
         TO ON THE REVERSE HEREOF."

                  (d)      Restrictive Legends. Until the Restriction
Termination Date, all Global Notes and all Certificated Notes shall bear the
Legend, unless such Notes have been transferred pursuant to a registration
statement that has been declared effective under the Securities Act. Until the
Restriction Termination Date, the Company covenants that any stock certificate
representing shares of Common Stock delivered by the Company upon conversion of
any Notes will bear the Legend, unless such shares have been sold pursuant to a
registration statement that has been declared effective under the Securities
Act.

                                       15

<PAGE>

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

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

                  Notes bearing the manual or facsimile signatures of
individuals who were at the time of the execution of the Notes the proper
Officers shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Notes or did not hold such offices at the date of authentication of such
Notes.

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

                  The Trustee shall authenticate and deliver Notes for original
issue in an aggregate principal amount of up to $150,000,000 upon a Company
Order without any further action by the Company. The Trustee shall not
authenticate an aggregate principal amount of Notes outstanding at any time in
excess of the amount set forth in the foregoing sentence, except as provided in
Section 2.07.

                  The Notes shall be issued only in registered form without
coupons and only in denominations of $1,000 in principal amount and any whole
multiple thereof.

                  SECTION 2.03 Registrar, Paying Agent and Conversion Agent. The
Company shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange ("Registrar"), an office or agency
where Notes may be presented for repurchase or payment ("Paying Agent") and an
office or agency where Notes may be presented for conversion ("Conversion
Agent"). The Registrar shall keep a register of the Notes and of their transfer
and exchange. The Company may have one or more co-registrars, one or more
additional paying agents and one or more additional conversion agents. The term
Paying Agent includes any additional paying agent, including any named pursuant
to Section 4.05. The term Conversion Agent includes any additional conversion
agent, including any named pursuant to Section 4.05.

                  The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent, Conversion Agent or co-registrar (to the
extent such agents are other than the Trustee). The agreement shall implement
the provisions of this Indenture that relate to such agent. The Company shall
notify the Trustee of the name and address of any such agent. If the Company
fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee
shall act as such and shall be entitled to appropriate compensation therefor
pursuant to Section 7.06. The Company or any Subsidiary or an Affiliate of
either of them may act as Paying Agent, Registrar, Conversion Agent or
co-registrar.

                                       16

<PAGE>

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

                  SECTION 2.04 Paying Agent to Hold Money and Notes in Trust.
Except as otherwise provided herein, on or prior to each due date of payments in
respect of any Note, the Company shall deposit with the Paying Agent a sum of
money (in immediately available funds if deposited on the due date) sufficient
to make such payments when so becoming due. The Company shall require each
Paying Agent (other than the Trustee) to agree in writing that the Paying Agent
shall hold in trust for the benefit of Noteholders or the Trustee all money held
by the Paying Agent for the making of payments in respect of the Notes and shall
notify the Trustee of any default by the Company in making any such payment. At
any time during the continuance of any such default, the Paying Agent shall,
upon the written request of the Trustee, forthwith pay to the Trustee all money
so held in trust. If the Company, a Subsidiary or an Affiliate of either of them
acts as Paying Agent, it shall segregate the money held by it as Paying Agent
and hold it as a separate trust fund. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed by it. Upon doing so, the Paying Agent shall have no further
liability for the money.

                  SECTION 2.05 Noteholder Lists. The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Noteholders. If the Trustee is not the
Registrar, the Company shall cause to be furnished to the Trustee on or before
each semiannual Interest Payment Date a listing of Noteholders dated within 13
days of the date on which the list is furnished and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Noteholders.

                  SECTION 2.06 Transfer and Exchange. Subject to Section 2.12
hereof, (a) upon surrender for registration of transfer of any Note, together
with a written instrument of transfer satisfactory to the Registrar duly
executed by the Noteholder or such Noteholder's attorney duly authorized in
writing, at the office or agency of the Company designated as Registrar or
co-registrar pursuant to Section 2.03, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Notes of any authorized denomination or
denominations, of a like aggregate principal amount. The Company shall not
charge a service charge for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to pay all taxes, assessments or
other governmental charges that may be imposed in connection with the transfer
or exchange of the Notes from the Noteholder requesting such transfer or
exchange.

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

                                       17

<PAGE>

                  The Company shall not be required to make, and the Registrar
need not register, transfers or exchanges of Notes selected for redemption
(except, in the case of Notes to be redeemed in part, the portion thereof not to
be redeemed) or any Notes in respect of which a Put Right Repurchase Notice (as
defined in Section 3.09(c)) or Change in Control Repurchase Notice (as defined
in Section 3.10(d)) has been given and not withdrawn by the Holder thereof in
accordance with the terms of this Indenture (except, in the case of Notes to be
repurchased in part, the portion thereof not to be repurchased) or any Notes for
a period of 15 days before the mailing of a notice of redemption of Notes to be
redeemed.

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

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

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

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

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

                  SECTION 2.07 Replacement Notes. If (a) any mutilated Note is
surrendered to the Trustee, or (b) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Note, and there
is delivered to the Company

                                       18

<PAGE>

and the Trustee such Note (in the case of mutilation) or indemnity (in all other
cases) as may be required by them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Note has been acquired
by a bona fide purchaser, the Company shall execute and upon its written request
the Trustee shall authenticate and deliver, in exchange for any such mutilated
Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like
tenor and principal amount, bearing a number not contemporaneously outstanding.

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

                  Upon the issuance of any new Notes under this Section 2.07,
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 Note issued pursuant to this Section 2.07 in lieu of
any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Notes duly issued hereunder.

                  The provisions of this Section 2.07 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 Notes.

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

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

                                       19
<PAGE>

                  If the Paying Agent holds, in accordance with this Indenture,
on a Provisional Redemption Date, or on the Business Day following a Change in
Control Repurchase Date, or on the Business Day following the Put Right
Repurchase Date, or on Stated Maturity, money or securities, if permitted
hereunder, sufficient to pay Notes payable on that date, then immediately after
such Provisional Redemption Date, Change in Control Repurchase Date, Put Right
Repurchase Date or Stated Maturity, as the case may be, such Notes shall cease
to be outstanding and interest on such Notes shall cease to accrue; provided
that, if such Notes are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor reasonably satisfactory
to the Trustee has been made; provided further that, with respect to the Put
Right Repurchase Date or a Change in Control Repurchase Date, as the case may
be, no Put Right Repurchase Notice or Change in Control Repurchase Notice,
respectively, with respect to such Notes has been withdrawn validly.

                  If a Note is converted in accordance with Article 10, then
from and after the time of conversion on the conversion date, such Note shall
cease to be outstanding and interest shall cease to accrue on such Note.

                  SECTION 2.09 Temporary Notes. Pending the preparation of
definitive Notes, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Notes in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Notes may determine, as conclusively
evidenced by their execution of such Notes.

                  If temporary Notes are issued, the Company will cause
definitive Notes to be prepared without unreasonable delay. After the
preparation of definitive Notes, the temporary Notes shall be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
of the Company designated for such purpose pursuant to Section 2.03, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Notes the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Notes of
authorized denominations. Until so exchanged the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as definitive
Notes.

                  SECTION 2.10 Cancellation. All Notes surrendered for payment,
repurchase by the Company pursuant to Article 3, conversion, redemption or
registration of transfer or exchange shall, if surrendered to any person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any
Notes previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Notes so delivered shall be
promptly cancelled by the Trustee. The Company may not issue new Notes to
replace Notes it has paid or delivered to the Trustee for cancellation or that
any Holder has converted pursuant to Article 10. No Notes shall be authenticated
in lieu of or in exchange for any Notes cancelled as provided in this Section
2.10, except as expressly permitted by this Indenture. All cancelled Notes held
by the Trustee shall be destroyed by the Trustee and the Trustee shall, upon
request, deliver a certificate of destruction to the Company.

                                       20

<PAGE>

                  SECTION 2.11 Persons Deemed Owners. Prior to due presentment
of a Note 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 Note is
registered as the owner of such Note for the purpose of receiving payment of
principal of the Note or the payment of any Provisional Redemption Price, Put
Right Repurchase Price or Change in Control Repurchase Price in respect thereof,
and interest thereon, for the purpose of conversion and for all other purposes
whatsoever, whether or not such Note be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

                  SECTION 2.12 Global Notes.

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

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

                  (ii)     Restrictions on Transfer of a Beneficial Interest in
         a Global Note for a Certificated Note. A beneficial interest in a
         Global Note may not be exchanged for a Certificated Note except upon
         satisfaction of the requirements set forth below. Upon receipt by the
         Trustee of a transfer of a beneficial interest in a Global Note (which
         transfer, if made to an Institutional Accredited Investor that is not a
         QIB, shall be made to a Holder that is acquiring a minimum of $250,000
         aggregate principal amount of Notes) in accordance with Applicable
         Procedures for a Certificated Note in the form satisfactory to the
         Trustee, together with:

                           (A)      so long as the Notes are Restricted Notes,
                  certification, in the form set forth in Exhibit B-1 and, in
                  the case of a transfer to an Institutional Accredited Investor
                  that is not a QIB, a representation letter in the form set
                  forth in Exhibit D;

                           (B)      written instructions to the Trustee to make,
                  or direct the Registrar to make, an adjustment on its books
                  and records with respect to such Global Note to reflect a
                  decrease in the aggregate principal amount of the Notes
                  represented by the Global Note, such instructions to contain
                  information regarding the Depositary account to be credited
                  with such decrease; and

                                       21

<PAGE>

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

         then the Trustee shall cause, or direct the Registrar to cause, in
         accordance with the standing instructions and procedures existing
         between the Depositary and the Registrar, the aggregate principal
         amount of Notes represented by the Global Note to be decreased by the
         aggregate principal amount of the Certificated Note to be issued, shall
         issue such Certificated Note and shall debit or cause to be debited to
         the account of the Person specified in such instructions a beneficial
         interest in the Global Note equal to the principal amount of the
         Certificated Note so issued.

                  (iii) Transfer and Exchange of Certificated Notes. When
         Certificated Notes are presented to the Registrar with a request:

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

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

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

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

                               (B)   so long as such Notes are Restricted Notes,
                        such Notes are being transferred or exchanged
                        pursuant to an effective registration statement under
                        the Securities Act or pursuant to clause (1), (2) or
                        (3) below, and are accompanied by the following
                        additional information and documents, as applicable:

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

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

                                    (3)      if such Certificated Notes are
                                    being transferred pursuant to an exemption
                                    from registration (including any transfer to
                                    an Institutional Accredited Investor), (i) a
                                    certification to that effect (in the form
                                    set forth in Exhibit B-1, if applicable) and
                                    (ii) if the Company or Registrar so

                                       22

<PAGE>

                                    requests, an opinion of counsel or other
                                    evidence reasonably satisfactory to them as
                                    to the compliance with the restrictions set
                                    forth in the Legend.

                  (iv)     Restrictions on Transfer of a Certificated Note for a
         Beneficial Interest in a Global Note. A Certificated Note may not be
         exchanged for a beneficial interest in a Global Note except upon
         satisfaction of the requirements set forth below, including any
         transfer from an Institutional Accredited Investor that is not a QIB to
         a QIB.

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

                       (A)      so long as the Notes are Restricted Notes,
                  certification, in the form set forth in Exhibit B-1, that such
                  Certificated Note is being transferred to a QIB in accordance
                  with Rule 144A; and

                        (B)      written instructions directing the Trustee to
                  make, or to direct the Registrar to make, an adjustment on its
                  books and records with respect to such Global Note to reflect
                  an increase in the aggregate principal amount of the Notes
                  represented by the Global Note, such instructions to contain
                  information regarding the Depositary account to be credited
                  with such increase, then the Trustee shall cancel such
                  Certificated Note and cause, or direct the Registrar to cause,
                  in accordance with the standing instructions and procedures
                  existing between the Depositary and the Registrar, the
                  aggregate principal amount of Notes represented by the Global
                  Note to be increased by the aggregate principal amount of the
                  Certificated Note to be exchanged, and shall credit or cause
                  to be credited to the account of the Person specified in such
                  instructions a beneficial interest in the Global Note equal to
                  the principal amount of the Certificated Note so cancelled. If
                  no Global Notes are then outstanding, the Company shall issue
                  and the Trustee shall authenticate, upon written order of the
                  Company in the form of an Officers' Certificate, a new Global
                  Note in the appropriate principal amount.

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

                  (c)      The restrictions imposed by the Legend upon the
transferability of any Note shall cease and terminate when such Note has been
sold pursuant to an effective registration statement under the Securities Act or
transferred in compliance with Rule 144 or, if

                                       23
<PAGE>

earlier, upon the expiration of the holding period applicable to sales thereof
under Rule 144(k) promulgated under the Securities Act (or any successor
provision). Any Note as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Note for exchange to the Registrar in accordance with the
provisions of this Section 2.12 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144, by an opinion of counsel having substantial experience in
practice under the Securities Act and otherwise reasonably acceptable to the
Company, addressed to the Company and in form acceptable to the Company, to the
effect that the transfer of such Note has been made in compliance with Rule
144), be exchanged for a new Note, of like tenor and aggregate principal amount,
which shall not bear the Legend. The Company shall inform the Trustee of the
effective date of any registration statement registering the Notes under the
Securities Act. The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Note (including any transfers between or among DTC participants,
members or beneficial owners in any Global Note) other than to require delivery
of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by, the terms of this
Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof. The Trustee shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with
the aforementioned opinion of counsel or registration statement.

                  (d)      In the event that Rule 144(k) as promulgated under
the Securities Act is amended to shorten the two-year restriction period, then
restrictions on transfer on the Notes and the Common Stock will be deemed to
refer to the shortened restriction period. The Company undertakes to inform the
Trustee if such change to Rule 144(k) occurs and the effect (if any) to the
restrictions on transfer applicable to the Notes and Common Stock and shall
provide additional information (including an Opinion of Counsel and/or an
Officers' Certificate) if so requested by the Trustee.

                  (e)      As used in subsections (c) and (d) of this Section
2.12, the term "transfer" encompasses any sale, pledge, transfer, hypothecation
or other disposition of any Note.

                  (f)      The provisions of clauses (i), (ii), (iii), (iv) and
(v) below shall apply only to Global Notes:

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

                                       24

<PAGE>

         (ii) above may be exchanged in whole or from time to time in part as
         directed by the Depositary. Any Note issued in exchange for a Global
         Note or any portion thereof shall be a Global Note; provided that any
         such Note so issued that is registered in the name of a Person other
         than the Depositary or a nominee thereof shall not be a Global Note.

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

                  (iii)    Subject to the provisions of clause (v) below, the
         registered Holder may grant proxies and otherwise authorize any Person,
         including Agent Members (as defined below) and persons that may hold
         interests through Agent Members, to take any action which a holder is
         entitled to take under this Indenture or the Notes.

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

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

                  SECTION 2.13 CUSIP Numbers. The Company in issuing the Notes
may use "CUSIP" numbers and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as

                                       25
<PAGE>

contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Notes, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
will promptly notify the Trustee of any change in the CUSIP numbers.

                  SECTION 2.14 Defaulted Interest. If the Company defaults in a
payment of interest on the Notes, it shall pay, or shall deposit with the Paying
Agent money in immediately available funds sufficient to pay, the defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date. A
special record date, as used in this Section 2.14 with respect to the payment of
any defaulted interest, shall mean the 15th day next preceding the date fixed by
the Company for the payment of defaulted interest, whether or not such day is a
Business Day. At least 15 days before the subsequent special record date, the
Company shall mail to each Holder and to the Trustee a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest to be paid.

                  SECTION 2.15 Registration Default. The interest rate borne by
the Notes shall be increased upon a Registration Default (as defined in the
Registration Rights Agreement) due to the incurrence of Liquidated Damages, as
provided in the Registration Rights Agreement and the Notes. If a Registration
Default occurs, the Company shall deliver to the Trustee an Officers'
Certificate stating (1) the amount of increased interest payable in the form of
Liquidated Damages, (2) the date from which the increased Interest Rate
resulting from the Liquidated Damages is effective and (3) when such Liquidated
Damages are payable. Unless and until a Responsible Officer of the Trustee
receives such an Officer's Certificate, the Trustee shall assume there has been
no increase in the amount of interest.

                                   ARTICLE 3

                           REDEMPTION AND REPURCHASES

                  SECTION 3.01 Provisional Redemption. Commencing on or after
October 15, 2007, the Company may, at its option, redeem the Notes in whole at
any time or in part on any date from time to time, upon notice as set forth in
Section 3.04, at a redemption price equal to 100% of the principal amount of the
Notes redeemed plus accrued and unpaid interest, if any (such amount, the
"Provisional Redemption Price"), to but excluding the date of redemption
("Provisional Redemption Date") (provided however, if such Provisional
Redemption Date is an Interest Payment Date, the interest due on such Interest
Payment Date shall be payable to the Holder of the Notes called for redemption
registered as such on the relevant Record Date and the Provisional Redemption
Price shall not include such interest payment), if the Closing Price of the
Common Stock has exceeded 150% of the Conversion Price then in effect for at
least 20 Trading Days in the consecutive 30-Trading Day period ending on the
Trading Day immediately preceding to the date of mailing of the provisional
notice of redemption pursuant to Section 3.04 (the "Notice Date").

                  SECTION 3.02 Notice of Trustee. If the Company elects to
redeem Notes pursuant to the redemption provisions of Section 3.01 hereof, it
shall notify the Trustee at least 30 days prior but not more than 60 days prior
to the applicable Provisional Redemption Date of

                                       26
<PAGE>

such intended Provisional Redemption Date, the principal amount of Notes to be
redeemed and the CUSIP numbers of the Notes to be redeemed.

                  SECTION 3.03 Selection of Notes to be Redeemed. If fewer than
all the Notes are to be redeemed, the Trustee shall select the particular Notes
to be redeemed from the outstanding Notes by a method that complies with the
requirements of any exchange on which the Notes are listed, or, if the Notes are
not listed on an exchange, on a pro rata basis or by lot or in accordance with
any other method the Trustee considers fair and appropriate. Notes and portions
thereof that the Trustee selects shall be in principal amounts equal to whole
multiples of no less than $1,000.

                  If any Note selected for partial redemption is converted in
part before termination of the conversion right with respect to the portion of
the Note so selected, the converted portion of such Note shall be deemed to be
the portion selected for redemption (provided, however, that the Holder of such
Note so converted and deemed redeemed shall not be entitled to any interest
payment as a result of such deemed redemption in excess of such interest as such
Holder would have otherwise been entitled to receive upon conversion of such
Note). Notes that have been converted during a selection of Notes to be redeemed
may be treated by the Trustee as outstanding for the purpose of such selection.

                  The Trustee shall promptly notify the Company and the
Registrar in writing of the Notes selected for redemption and, in the case of
any Notes 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 Notes shall
relate, in the case of any Notes redeemed or to be redeemed only in part, to the
portion of the principal amount of such Notes which has been or is to be
redeemed.

                  SECTION 3.04 Notice of Redemption. Notice of redemption shall
be given in the manner provided in Section 13.02 hereof to the Holders of Notes
to be redeemed. Such notice shall be given not less than 30 nor more than 60
days prior to a Provisional Redemption Date for redemption pursuant to Section
3.01.

                  All notices of redemption shall state:

                  (1)      the Provisional Redemption Date;

                  (2)      the Provisional Redemption Price;

                  (3)      if fewer than all the outstanding Notes are to be
         redeemed, the aggregate principal amount of Notes to be redeemed and
         the aggregate principal amount of Notes which will be outstanding after
         such partial redemption;

                  (4)      that on the applicable Provisional Redemption Date
         the Provisional Redemption Price will become due and payable upon each
         such Note to be redeemed, and that interest on the Notes shall cease to
         accrue on and after such date;

                                       27
<PAGE>

                  (5)      the Conversion Price, the date on which the right to
         convert the principal of the Notes to be redeemed will terminate and
         the places where such Notes may be surrendered for conversion;

                  (6)      the place or places where such Notes are to be
         surrendered for payment of the Provisional Redemption Price; and

                  (7)      the CUSIP number of the Notes.

                  The notice given shall specify the last date on which
exchanges or transfers of Notes may be made pursuant to Section 2.06 hereof, and
shall specify the serial numbers of Notes and the portions thereof called for
redemption.

                  Notice of redemption of Notes to be redeemed at the election
of the Company shall be given by the Company.

                  SECTION 3.05 Effect of Notice of Redemption. Notice of
redemption having been given as provided in Section 3.04 hereof, the Notes so to
be redeemed shall, on the applicable Provisional Redemption Date, become due and
payable at the Provisional Redemption Price therein specified and from and after
such date (unless the Company shall default in the payment of the Provisional
Redemption Price) such Notes shall cease to bear interest. Upon surrender of any
such Note for redemption in accordance with such notice, such Note shall be paid
by the Company at the Provisional Redemption Price; Provided, however, that the
portion of the Provisional Redemption Price comprising of interest on Notes
whose Stated Maturity is prior to or on the applicable Provisional Redemption
Date shall be payable to the Holders of such Notes, or one or more predecessor
Notes, registered as such on the relevant Record Date according to their terms
and the provisions of Section 2.01 hereof.

                  If any Note called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid, bear interest
from the applicable Provisional Redemption Date at the Interest Rate.

                  SECTION 3.06 Deposit of Provisional Redemption Price. Prior to
or on any Provisional Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company or a Subsidiary or an
Affiliate of either of them is acting as the Paying Agent, such Paying Agent
shall segregate and hold in trust as provided in Section 2.04) an amount of
money (in immediately available funds if deposited on such Provisional
Redemption Date) sufficient to pay the Provisional Redemption Price of all the
Notes to be redeemed on that Provisional Redemption Date, other than any Notes
called for redemption on that date which have been converted prior to the date
of such deposit (except with respect to the Provisional Redemption as provided
in Sections 3.01 and 3.05 hereof).

                  If any Note called for redemption is converted, any money
deposited with the Trustee or with a Paying Agent or so segregated and held in
trust for the redemption of such Note shall (subject to any right of the Holder
of such Note or any predecessor Note to receive interest as provided in Section
4.01 hereof) be paid to the Company on Company Request or, if then held by the
Company, shall be discharged from such trust.

                                       28
<PAGE>

                  SECTION 3.07 Notes Redeemed in Part. Any Note which is to be
redeemed only in part shall be surrendered at an office or agency of the Company
designated for that purpose pursuant to Section 4.05 hereof (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 the Holder's attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Note without service charge, a new Note or Notes 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 Note so surrendered.

                  SECTION 3.08 Conversion Arrangement on Call for Redemption. In
connection with any redemption of Notes, the Company may arrange for the
purchase and conversion of any Notes called for redemption by an agreement with
one or more investment banks or other purchasers to purchase such Notes by
paying to the Trustee in trust for the Noteholders, on or prior to 11:00 a.m.
New York City time on the applicable Provisional Redemption Date, an amount
that, together with any amounts deposited with the Trustee by the Company for
the redemption of such Notes, is not less than the Provisional Redemption Price
of such Notes. Notwithstanding anything to the contrary contained in this
Article 3, the obligation of the Company to pay the Provisional Redemption Price
of such Notes shall be deemed to be satisfied and discharged to the extent such
amount is so paid by such purchasers. If such an agreement is entered into, any
Notes not duly surrendered for conversion by the Holders thereof may, at the
option of the Company, be deemed, to the fullest extent permitted by law,
acquired by such purchasers from such Holders and (notwithstanding anything to
the contrary contained in Article 10) surrendered by such purchasers for
conversion, all as of immediately prior to the close of business on the
applicable Provisional Redemption Date, subject to payment of the above amount
as aforesaid. The Trustee shall hold and pay to the Holders whose Notes are
selected for redemption any such amount paid to it for purchase and conversion
in the same manner as it would moneys deposited with it by the Company for the
redemption of Notes. Without the Trustee's prior written consent, no arrangement
between the Company and such purchasers for the purchase and conversion of any
Notes shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture,
and the Company agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such arrangement for the purchase and conversion of any Notes between the
Company and such purchasers, including the costs and expenses incurred by the
Trustee in the defense of any claim or liability arising out of or in connection
with the exercise or performance of any of its powers, duties, responsibilities
or obligations under this Indenture, except to the extent such loss, liability,
expense or cost results from Trustee's gross negligence or willful misconduct.

                  SECTION 3.09 Repurchase of Notes At Option of the Holder on
Specific Date.

                  (a)      Notes shall be repurchased by the Company in
accordance with the provisions of paragraph 8 on the reverse side of the Notes
promptly after October 15, 2007 (the "Put Right Repurchase Date"), at a purchase
price per Note equal to 100% of the aggregate principal amount of the Note,
together with any accrued interest up to, but excluding, the applicable Put
Right Repurchase Date (the "Put Right Repurchase Price").

                                       29
<PAGE>

                  Subject to the fulfillment by the Company of the conditions
set forth in Section 3.09(f) hereof, the Company may elect to pay the Put Right
Repurchase Price (to the extent not paid in cash) by delivering the number of
shares of Common Stock equal to (i) the Put Right Repurchase Price (to the
extent not paid in cash) divided by (ii) 95% of the average of the Closing
Prices per share of Common Stock for the five consecutive Trading Days
immediately preceding and including the third Trading Day prior to the Put Right
Repurchase Date.

                  Whenever in this Indenture (including Sections 2.01, 6.01(1)
and 6.07 hereof) or Exhibits A-1 or A-2 annexed hereto there is a reference, in
any context, to the principal of any Note as of any time, such reference shall
be deemed to include reference to the Put Right Repurchase Price payable in
respect to such Note to the extent that such Put Right Repurchase Price is, was
or would be so payable at such time, and express mention of the Put Right
Repurchase Price in any provision of this Indenture shall not be construed as
excluding the Put Right Repurchase Price in those provisions of this Indenture
when such express mention is not made.

                  (b)      The Company shall give written notice of the Put
Right Repurchase Date by notice sent by first-class mail to the Trustee and to
each Holder (at its address shown in the register of the Registrar) not less
than 20 Business Days prior to the Put Right Repurchase Date (the "Company Put
Right Notice"). Each Company Put Right Notice shall include a form of Put Right
Repurchase Notice to be completed by a Noteholder and shall state:

                  (1)      the Put Right Repurchase Price, the Put Right
         Repurchase Date and the Conversion Price then in effect;

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

                  (3)      that Notes as to which a Put Right Repurchase Notice
         has been given may be converted if they are otherwise convertible only
         in accordance with Article 10 hereof and paragraph 9 on the reverse
         side of the Notes only to the extent that the Put Right Repurchase
         Notice has been withdrawn in accordance with the terms of this
         Indenture;

                  (4)      that Notes must be surrendered to the Paying Agent to
         collect payment;

                  (5)      that the Put Right Repurchase Price for any Note as
         to which a Put Right Repurchase Notice has been given and not withdrawn
         will be paid promptly following the later of the Put Right Repurchase
         Date and the time of surrender of such Note as described in subclause
         (4) above;

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

                  (7)      briefly, the conversion rights of the Notes;

                  (8)      the procedures for withdrawing a Put Right Repurchase
         Notice (including pursuant to the terms of Section 3.09(c));

                                       30
<PAGE>

                  (9)      that, unless the Company defaults in making payment
         on Notes for which a Put Right Repurchase Notice has been submitted,
         interest on such Notes will cease to accrue on and after the Put Right
         Repurchase Date;

                  (10)     the CUSIP number of the Notes; and

                  (11)     whether the Put Right Repurchase Price shall be paid
         by the Company in cash or by delivery of shares of Common Stock or a
         combination thereof, and if a combination thereof, such notice shall
         provide the proportion of cash and Common Stock.

                  If any of the Notes to be repurchased are in the form of a
Global Note, the Company shall modify such notice to the extent necessary to
accord with the procedures of the Depositary applicable to repurchases.

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

                  (c)      Purchases of Notes by the Company pursuant to this
Section 3.09 shall be made, at the option of the Holder thereof, upon:

                  (1)      delivery to the Paying Agent by the Holder of a
         written notice of repurchase in the form set forth in Exhibit C-1
         attached hereto (a "Put Right Repurchase Notice") at any time from the
         opening of business on the date that is 20 Business Days prior to the
         Put Right Repurchase Date until the close of business on the Put Right
         Repurchase Date stating:

                  (i)      if certificated Notes have been issued, the
         certificate number of the Note which the Holder will deliver to be
         repurchased (or if the Notes are not certificated, the Put Right
         Repurchase Notice must comply with the procedures of the Depositary
         applicable to repurchases),

                  (ii)     the portion (which may be 100%) of the principal
         amount of the Note which the Holder will deliver to be repurchased,
         which portion must be in a principal amount in whole multiples of no
         less than $1,000,

                  (iii)    that such Note shall be repurchased as of the Put
         Right Repurchase Date pursuant to the terms and conditions specified in
         paragraph 8 on the reverse side of the Notes and in this Section 3.09
         of this Indenture.

                  (iv)     if the Company elects, pursuant to Section 3.09(d),
         to pay the Put Right Repurchase Price to be paid on the Put Right
         Repurchase Date, in whole or in part, in shares of Common Stock but
         such portion of the Put Right Repurchase Price shall ultimately be
         payable to such Holder entirely in cash because any condition to
         payment of the Put Right Repurchase Price (or a portion thereof) in
         Common Stock is not satisfied prior to the close of business on the
         Business Day immediately preceding the Put Right

                                       31
<PAGE>

         Repurchase Date, as set forth in Section 3.09(f), whether such Holder
         elects (i) to withdraw such Put Right Repurchase Notice as to some or
         all of the Notes to which such Put Right Repurchase Notice relates
         (stating the principal amount and certificate numbers of the Notes as
         to which such withdrawal shall relate), or (ii) to receive cash in
         respect of the entire Put Right Repurchase Price for all Notes (or
         portions thereof) to which such Put Right Repurchase Notice relates;
         and

                  (2)      delivery of such Note to the Paying Agent at any time
         after delivery of the Put Right Repurchase Notice (together with all
         necessary endorsements) at the offices of the Paying Agent (if the
         Notes are not certificated, such delivery must comply with the
         procedures of the Depositary applicable to repurchases) shall be a
         condition to receipt by the Holder of the Put Right Repurchase Price
         therefor. The Put Right Repurchase Price shall be paid pursuant to this
         Section 3.09 only if the Note delivered to the Paying Agent shall
         conform in all respects to the description thereof in the related Put
         Right Repurchase Notice, as determined by the Company.

                  If a Holder, in such Holder's Put Right Repurchase Notice and
in any written notice of withdrawal delivered by such Holder pursuant to the
terms of Section 3.09(c)(1)(iv), fails to indicate such Holder's choice with
respect to the election set forth in clause (iv) of Section 3.09(c)(1), such
Holder shall be deemed to have elected to receive cash in respect of the Put
Right Repurchase Price for all Notes subject to such Put Right Repurchase Notice
in the circumstances set forth in such clause (iv).

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Put Right Repurchase Notice contemplated by
this Section 3.09(c) shall have the right to withdraw such Put Right Repurchase
Notice at any time prior to the close of business on the Put Right Repurchase
Date by delivery of a written notice of withdrawal to the Paying Agent in
accordance with Section 3.11.

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

                  (d)      The Notes to be repurchased pursuant to Section
3.09(a) may be paid for, at the election of the Company, in cash or Common
Stock, or in any combination of cash and Common Stock, subject to the conditions
set forth in Sections 3.09(e) and (f). The Company shall designate, in the
Company Put Right Notice delivered pursuant to Section 3.09(b), whether the
Company will repurchase the Notes for cash or Common Stock, or, if a combination
thereof, the percentages of the Put Right Repurchase Price of Notes in respect
of which it will pay in cash or Common Stock; provided that the Company will pay
cash for fractional interests in Common Stock. For purposes of determining the
existence of potential fractional interests, all Notes subject to repurchase by
the Company held by a Holder shall be considered together (no matter how many
separate certificates are to be presented). Each Holder whose Notes are
purchased pursuant to this Section 3.09 shall receive the same percentage of
cash or Common Stock in payment of the Put Right Repurchase Price for such
Notes, except (i) as provided in Section 3.09(f) with regard to the payment of
cash in lieu of fractional shares of Common Stock and (ii) if the Company is
unable to repurchase the Notes of a Holder or Holders for Common Stock because
any of the conditions specified in Section 3.09(f) have not been satisfied, the
Company,

                                       32
<PAGE>

subject to such Holder or Holders' election under Section 3.09(c)(1)(iv) to
withdraw its Put Right Repurchase Notice, may repurchase the Notes of such
Holder or Holders for cash. The Company may not change its election with respect
to the consideration (or components or percentages of components thereof) to be
paid once the Company has given its Company Put Right Notice to Holders except
pursuant to this Section 3.09(d) or pursuant to Section 3.09(f) in the event of
a failure to satisfy, prior to the close of business on the Put Right Repurchase
Date, any condition to the payment of the Put Right Repurchase Price, in whole
or in part, in Common Stock.

         At least three Business Days before the date on which the Company
provides its Company Put Right Notice, the Company shall deliver an Officers'
Certificate to the Trustee specifying:

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

                  (ii)     the information required by Section 3.09(b),

                  (iii)    if the Company elects to pay the Put Right Repurchase
         Price, or a specified percentage thereof, in Common Stock, that the
         conditions to such manner of payment set forth in Section 3.09(f) have
         been or will be complied with, and

                  (iv)     whether the Company desires the Trustee to give the
         Company Put Right Notice required by Section 3.09(b).

                  (e)      On the date as provided in Section 3.12, at the
option of the Company, as specified in the Put Right Repurchase Notice or if the
conditions in Section 3.09(f) have not been met, the Put Right Repurchase Price
of Notes in respect of which a Put Right Repurchase Notice pursuant to Section
3.09(c) has been given, or a specified percentage thereof, may be paid by the
Company with cash equal to the aggregate Put Right Repurchase Price of such
Notes. If the Company elects to repurchase Notes with cash, the Company Put
Right Notice, as provided in Section 3.09(b), shall be sent to Holders (and to
beneficial owners as required by applicable law) not less than 20 Business Days
prior to such Put Right Repurchase Date.

                  (f)      On the date as provided in Section 3.12, at the
option of the Company, as specified in the Put Right Repurchase Notice, subject
to satisfaction of the conditions set forth in this Section 3.09(f), the Put
Right Repurchase Price of Notes in respect of which a Put Right Repurchase
Notice pursuant to Section 3.09(c) has been given, or a specified percentage
thereof, may be paid by the Company by the issuance of a number of shares of
Common Stock equal to the quotient obtained by dividing (i) the amount of cash
to which the Holders would have been entitled had the Company elected to pay all
or such specified percentage, as the case may be, of the Put Right Repurchase
Price of such Notes in cash by (ii) 95% of the average of the Closing Prices per
share of Common Stock for the five consecutive Trading Days immediately
preceding and including the third Trading Day prior to the Put Right Repurchase
Date, subject to the next succeeding paragraph.

                  The Company will not issue a fractional share of Common Stock
in payment of the Put Right Repurchase Price. Instead the Company will pay cash
for the value of the

                                       33

<PAGE>

fractional share. The value of a fraction of a share shall be determined by
multiplying (i) 95% of the average of the Closing Prices per share of Common
Stock for the five consecutive Trading Days immediately preceding and including
the third Trading Day prior to the Put Right Repurchase Date by (ii) such
fraction and rounding the product to the nearest whole cent. It is understood
that if a Holder elects to have more than one Note purchased, the number of
shares of Common Stock shall be based on the aggregate amount of Notes to be
purchased.

                  Upon the delivery by the Company to the Holders of the full
number of the shares of Common Stock into which the Notes are convertible,
together with cash payment, if any, for the cash portion of the Put Right
Repurchase Price or the Holders' fractional shares, the obligation of the
Company to pay the principal amount of the Notes and any accrued and unpaid
interest thereon shall be deemed satisfied. Accrued and unpaid interest shall be
deemed paid in full rather than cancelled, extinguished or forfeited.

                  The Company's right to exercise its election to repurchase the
Notes pursuant to Section 3.09 through the issuance of shares of Common Stock
shall be conditioned upon:

                  (i)      The shares of Common Stock to be issued upon
         repurchase of Notes hereunder:

                                    (A)      shall not require registration
                           under any federal securities law before such shares
                           may be freely transferable without being subject to
                           any transfer restrictions under the Securities Act
                           upon resale or, if such registration is required,
                           such registration shall be completed and shall become
                           effective prior to the Put Right Repurchase Date; and

                                    (B)      shall not require registration
                           with, or approval of, any governmental authority
                           under any state law or any other federal law before
                           such shares may be validly issued or delivered upon
                           repurchase or if such registration is required or
                           such approval must be obtained, such registration
                           shall be completed or such approval shall be obtained
                           prior to the Put Right Repurchase Date.

                  (ii)     The shares of Common Stock to be issued upon
         repurchase of Notes hereunder are, or shall have been, approved for
         listing on the Nasdaq National Market or the New York Stock Exchange or
         listed on another national securities exchange, in any case, prior to
         the Put Right Repurchase Date.

                  (iii)    All shares of Common Stock which may be issued upon
         repurchase of Notes will be issued out of the Company's authorized but
         unissued Common Stock and will, upon issue, be duly and validly issued
         and fully paid and nonassessable and free of any preemptive or similar
         rights.

                  If any of the conditions set forth in clauses (i) through
(iii) of this Section 3.9(f) are not satisfied in accordance with the terms
thereof, the Put Right Repurchase Price shall be paid by the Company only in
cash.

                                       34
<PAGE>

                  (g)      The Company shall repurchase from the Holder thereof,
pursuant to this Section 3.09, a portion of a Note if the principal amount of
such portion is a whole multiple of $1,000. Provisions of this Indenture that
apply to the repurchase of all of a Note also apply to the repurchase of such
portion of such Note.

                  (h)      The Company shall deposit cash (in respect of a cash
repurchase under Section 3.09(e) or for fractional interests, as applicable) or
shares of Common Stock, or a combination thereof, as applicable, at the time and
in the manner as provided in Section 3.12, sufficient to pay the aggregate Put
Right Repurchase Price of all Notes to be purchased pursuant to this Section
3.09. As soon as practicable after the Put Right Repurchase Date, the Company
shall deliver to each Holder entitled to receive Common Stock through the Paying
Agent, a certificate for the number of full shares of Common Stock issuable in
payment of the Put Right Repurchase Price and cash in lieu of any fractional
interests. The person in whose name the certificate for Common Stock is
registered shall be treated as a holder of record of shares of Common Stock on
the Business Day following the Put Right Repurchase Date. No payment or
adjustment will be made for dividends on the Common Stock the record date for
which occurred on or prior to the Put Right Repurchase Date.

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

                  SECTION 3.10 Repurchase of Notes at Option of the Holder upon
Change in Control.

                  (a)      If there shall have occurred a Change in Control, all
or any portion of the Notes of any Holder equal to a whole multiple of $1,000,
not previously called for redemption, shall be repurchased by the Company, at
the option of such Holder, at a repurchase price equal to 100% of the principal
amount of the Notes to be repurchased, together with interest accrued and unpaid
to, but excluding, the repurchase date (the "Change in Control Repurchase
Price"), on the date (the "Change in Control Repurchase Date") that is 45
Business Days after the Change in Control Repurchase Notice; provided, however,
that installments of interest on Notes whose Stated Maturity is prior to or on
the Change in Control Repurchase Date shall be payable to the Holders of such
Notes, or one or more predecessor Notes, registered as such on the relevant
Regular Record Date according to their terms.

                  Subject to the fulfillment by the Company of the conditions
set forth in Section 3.10(b) hereof, the Company may elect to pay the Change in
Control Repurchase Price (to the extent not paid in cash) by delivering the
number of shares of Common Stock equal to (i) the Change in Control Repurchase
Price divided by (ii) 95% of the average of the Closing Prices per

                                       35

<PAGE>

share of Common Stock for the five consecutive Trading Days immediately
preceding and including the third Trading Day prior to the Change in Control
Repurchase Date.

                  Whenever in this Indenture (including Sections 2.01, 6.01(a)
and 6.07 hereof) or Exhibits A-1 and A-2 annexed hereto there is a reference, in
any context, to the principal of any Note as of any time, such reference shall
be deemed to include reference to the Change in Control Repurchase Price payable
in respect to such Note to the extent that such Change in Control Repurchase
Price is, was or would be so payable at such time, and express mention of the
Change in Control Repurchase Price in any provision of this Indenture shall not
be construed as excluding the Change in Control Repurchase Price in those
provisions of this Indenture when such express mention is not made.

                  A "Change in Control" of the Company shall be deemed to have
occurred at such time after the original issuance of Notes as any of the
following events shall occur:

                  (i)      the acquisition by any person, including any
         syndicate or group deemed to be a "person" under Section 13(d)(3) of
         the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         of beneficial ownership, directly or indirectly, through a purchase,
         merger or other acquisition transaction or series of transactions, of
         shares of the Capital Stock of the Company entitling that person to
         exercise 50% or more of the total voting power of all shares of such
         Capital Stock entitled to vote generally in elections of directors,
         other than any acquisition by the Company, any of its Subsidiaries or
         any employee benefit plans of the Company; or

                  (ii)     any consolidation or merger of the Company with or
         into any other person, any merger of another person into the Company,
         or any conveyance, transfer, sale, lease or other disposition of all or
         substantially all of the Company's properties and assets to another
         person, other than:

                                    (A)      any transaction (1) that does not
                           result in any reclassification, conversion, exchange
                           or cancellation of outstanding shares of the Capital
                           Stock of the Company and (2) pursuant to which
                           holders of the Capital Stock of the Company
                           immediately prior to the transaction are entitled to
                           exercise, directly or indirectly, 50% or more of the
                           total voting power of all shares of the Capital Stock
                           of the Company entitled to vote generally in the
                           election of directors of the continuing or surviving
                           person immediately after the transaction; or

                                    (B)      any merger solely for the purpose
                           of changing the Company's jurisdiction of
                           incorporation and resulting in a reclassification,
                           conversion or exchange of outstanding shares of
                           Common Stock solely into shares of common stock of
                           the surviving entity,

                  (iii)    during any consecutive two-year period, individuals \
         who at the beginning of that two-year period constituted the Board of
         Directors (together with any new directors whose election to the Board
         of Directors, or whose nomination for election by the stockholders of
         the Company, was approved by a vote of a majority of the directors

                                       36
<PAGE>

         then still in office who were either directors at the beginning of such
         period or whose election or nomination for election were previously so
         approved) cease for any reason to constitute a majority of the Board of
         Directors then in office; or

                  (iv)     the Company is liquidated or dissolved or a
         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 provisions described in Article 5 of the
         Indenture.

Beneficial ownership shall be determined in accordance with Rule 13d-3
promulgated by the Commission under the Exchange Act. The term "person" shall
include any syndicate or group that would be deemed to be a "person" under
Section 13(d)(3) of the Exchange Act.

                  (b)      Unless the Company shall have theretofore called for
redemption all of the outstanding Notes, prior to or on the 30th day after the
occurrence of a Change in Control, the Company, or, at the written request and
expense of the Company prior to or on the 30th day after such occurrence, the
Trustee, shall give to all Noteholders, in the manner provided in Section 13.02
hereof, notice of the occurrence of the Change in Control and of the repurchase
right set forth herein arising as a result thereof (the "Company Change in
Control Notice"). The Company shall also deliver a copy of such Company Change
in Control Notice to the Trustee. The notice shall include a form of Change in
Control Repurchase Notice (as defined in Section 3.10(c)) to be completed by the
Noteholder and shall state:

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

                  (2)      the date by which the Change in Control Repurchase
         Notice pursuant to this Section 3.10 must be given;

                  (3)      the Change in Control Repurchase Date;

                  (4)      the Change in Control Repurchase Price;

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

                  (6)      the Conversion Price and any adjustments thereto;

                  (7)      that Notes as to which a Change in Control Repurchase
         Notice has been given may be converted pursuant to Article 10 hereof
         and paragraph 9 on the reverse side of the Notes only if the Change in
         Control Repurchase Notice has been withdrawn in accordance with the
         terms of this Indenture;

                  (8)      that Notes must be surrendered to the Paying Agent to
         collect payment;

                  (9)      that the Change in Control Repurchase Price for any
         Note as to which a Change in Control Repurchase Notice has been duly
         given and not withdrawn will be paid promptly following the later of
         the Change in Control Repurchase Date and the time of surrender of such
         Note as described in (8) above;

                                       37
<PAGE>

                  (10)     briefly, the procedures the Holder must follow to
         exercise rights under this Section 3.10;

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

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

                  (13)     that, unless the Company defaults in making payment
         on Notes for which a Change in Control Repurchase Notice has been
         submitted, interest on such Notes will cease to accrue on and after the
         Change in Control Repurchase Date;

                  (14)     the CUSIP number of the Notes; and

                  (15)     whether the Change in Control Repurchase Price shall
         be paid by the Company in cash or by delivery of shares of Common Stock
         or a combination thereof, and if a combination thereof, such notice
         shall provide the proportion of cash and Common Stock.

                  If any of the Notes to be redeemed are in the form of a Global
Note, the Company shall modify such notice to the extent necessary to accord
with the procedures of the Depositary applicable to repurchases.

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

                  (c)      Purchases of Notes by the Company pursuant to Section
3.10(a) hereof shall be made, at the option of the Holder thereof, upon:

                  (1)      delivery to the Paying Agent by the Holder of a
         written notice of repurchase in the form set forth in Exhibit C-2
         attached hereto (a "Change in Control Repurchase Notice") on or prior
         to the 45th day after the date of the Company Change in Control Notice
         pursuant to 3.10(b) above, stating:

                  (i)      the certificate number of the Note which the Holder
         will deliver to be repurchased (or if the Notes are not certificated,
         the Put Right Repurchase Notice must comply with the procedures of the
         Depositary applicable to repurchases);

                  (ii)     the portion of the principal amount of the Note which
         the Holder will deliver to be repurchased, which portion must be $1,000
         or any whole multiple thereof;

                  (iii)    that such Note shall be repurchased pursuant to the
         terms and conditions specified in paragraph 8 on the reverse side of
         the Notes; and

                  (iv)     if that the Company elects, pursuant to the Section
         3.10(d), to pay the Change in Control Repurchase Price to be paid as of
         such Change in Control Repurchase Date, in whole or in part, in shares
         of Common Stock but such portion of the Change in

                                       38
<PAGE>

         Control Repurchase Price shall ultimately be payable to such Holder
         entirely in cash because any condition to payment of the Change in
         Control Repurchase Price (or a portion thereof) in Common Stock is not
         satisfied prior to the close of business on the Business Day
         immediately preceding such Repurchase Date, as set forth in Section
         3.10(f), whether such Holder elects (i) to withdraw such Change in
         Control Repurchase Notice as to some or all of the Notes to which such
         Change in Control Repurchase Notice relates (stating the principal
         amount and certificate numbers of the Notes as to which such withdrawal
         shall relate), or (ii) to receive cash in respect of the entire Change
         in Control Repurchase Price for all Notes (or portion thereof) to which
         such Change in Control Repurchase Price relates.

                  (2)      delivery of such Note to the Paying Agent prior to,
         on or after the Change in Control Repurchase Date (together with all
         necessary endorsements) at the offices of the Paying Agent (if the
         Notes are not certificated, such delivery must comply with the
         procedures of the Depositary applicable to repurchases) shall be a
         condition to the receipt by the Holder of the Change in Control
         Repurchase Price therefor. The Change in Control Repurchase Price shall
         be so paid pursuant to this Section 3.10 only if the Note so delivered
         to the Paying Agent shall conform in all respects to the description
         thereof in the related Change in Control Repurchase Notice, as
         determined by the Company.

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

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Repurchase Notice
contemplated by this Section 3.10(c) shall have the right to withdraw such
Change in Control Repurchase Notice at any time prior to the close of business
on the Change in Control Repurchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.11.

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

                  (d)      The Notes to be purchased pursuant to Section 3.10(a)
may be paid for, at the election of the Company, in cash or Common Stock, or in
any combination of cash and Common Stock, subject to the conditions set forth in
Sections 3.10(e) and (f). The Company shall designate, in the Company Change in
Control Notice delivered pursuant to Section 3.10(b), whether the Company will
repurchase the Notes for cash or Common Stock, or, if a combination thereof, the
percentages of the Change in Control Repurchase Price of Notes in respect of
which it will pay in cash or Common Stock; provided that the Company will pay
cash for fractional interests in Common Stock. For purposes of determining the
existence of potential fractional interests, all Notes subject to repurchase by
the Company held by a Holder shall be considered together (no matter how many
separate certificates are to be presented). Each Holder whose Notes are
purchased pursuant to this Section 3.10 shall receive the same percentage of
cash or

                                       39

<PAGE>

Common Stock in payment of the Change in Control Price for such Notes, except
(i) as provided in Section 3.10(f) with regard to the payment of cash in lieu of
fractional shares of Common Stock and (ii) in the event that the Company is
unable to repurchase the Notes of a Holder or Holders for Common Stock because
any of the conditions specified in Section 3.10(f) have not been satisfied, the
Company, subject to such Holder's or Holders' election under Section
3.10(c)(1)(iv) to withdraw its Change in Control Repurchase Notice, may
repurchase the Notes of such Holder or Holders for cash. The Company may not
change its election with respect to the consideration (or components or
percentages of components thereof) to be paid once the Company has given its
Company Change in Control Notice to Holders except pursuant to this Section
3.10(b) or pursuant to Section 3.10(f) in the event of a failure to satisfy,
prior to the close of business on the Change in Control Repurchase Date, any
condition to the payment of the Change in Control Repurchase Price, in whole or
in part, in Common Stock.

         At least three Business Days before the date on which the Company
provides its Company Change in Control Notice, the Company shall deliver an
Officers' Certificate to the Trustee specifying:

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

                  (ii)     the information required by Section 3.10(b),

                  (iii)    if the Company elects to pay the Repurchase Price, or
         a specified percentage thereof, in Common Stock, that the conditions to
         such manner of payment set forth in Section 3.10(f) have been or will
         be complied with, and

                  (iv)     whether the Company desires the Trustee to give the
         Company Change in Control Notice required by Section 3.10(b).

                  (e)      On the date as provided in Section 3.12, at the
option of the Company, as specified in the Change in Control Repurchase Notice
or if the conditions in Section 3.10(f) have not been met, the Change in Control
Repurchase Price of Notes in respect of which a Change in Control Repurchase
Notice pursuant to Section 3.10(c) has been given, or a specified percentage
thereof, may be paid by the Company with cash equal to the aggregate Change in
Control Repurchase Price of such Notes. If the Company elects to repurchase
Notes with cash, the Company Change in Control Notice, as provided in Section
3.10(b), shall be sent to Holders (and to beneficial owners as required by
applicable law) not less than 20 Business Days prior to such Change in Control
Repurchase Date.

                  (f)      On the date as provided in Section 3.12, at the
option of the Company, as specified in the Change in Control Repurchase Notice,
subject to satisfaction of the conditions set forth in this Section 3.10(f), the
Change in Control Repurchase Price of Notes in respect of which a Change in
Control Repurchase Notice pursuant to Section 3.10(c) has been given, or a
specified percentage thereof, may be paid by the Company by the issuance of a
number of shares of Common Stock equal to the quotient obtained by dividing (i)
the amount of cash to which the Holders would have been entitled had the Company
elected to pay all or such specified percentage, as the case may be, of the
Change in Control Repurchase Price of such Notes in cash by (ii) 95% of the
average of the Closing Prices per share of Common Stock for the five

                                       40
<PAGE>

consecutive Trading Days immediately preceding and including the third Trading
Day prior to the Change in Control Repurchase Date, subject to the next
succeeding paragraph.

                  The Company will not issue a fractional share of Common Stock
in payment of the Change in Control Repurchase Price. Instead the Company will
pay cash for the value of the fractional share. The value of a fraction of a
share shall be determined by multiplying (i) 95% of the average of the Closing
Prices per share of Common Stock for the five consecutive Trading Days
immediately preceding and including the third Trading Day prior to the Change in
Control Repurchase Date by (ii) such fraction and rounding the product to the
nearest whole cent. It is understood that if a Holder elects to have more than
one Note purchased, the number of shares of Common Stock shall be based on the
aggregate amount of Notes to be purchased.

                  Upon the delivery by the Company to the Holders of the full
number of the shares of Common Stock into which the Notes are convertible,
together with cash payment, if any, for the cash portion of the Change in
Control Repurchase Price or the Holders' fractional shares, the obligation of
the Company to pay the principal amount of the Notes and any accrued and unpaid
interest thereon shall be deemed satisfied. Accrued and unpaid interest shall be
deemed paid in full rather than cancelled, extinguished or forfeited.

                  The Company's right to exercise its election to repurchase the
Notes pursuant to Section 3.10 through the issuance of shares of Common Stock
shall be conditioned upon:

                  (i)      The shares of Common Stock to be issued upon
         repurchase of Notes hereunder:

                                    (A)      shall not require registration
                           under any federal securities law before such shares
                           may be freely transferable without being subject to
                           any transfer restrictions under the Securities Act
                           upon repurchase or, if such registration is required,
                           such registration shall be completed and shall become
                           effective prior to the Change in Control Repurchase
                           Date; and

                                    (B)      shall not require registration
                           with, or approval of, any governmental authority
                           under any state law or any other federal law before
                           shares may be validly issued or delivered upon
                           repurchase or if such registration is required or
                           such approval must be obtained, such registration
                           shall be completed or such approval shall be obtained
                           prior to the Change in Control Repurchase Date.

                  (ii)     The shares of Common Stock to be listed upon
         repurchase of Notes hereunder are, or shall have been, approved for
         listing on the Nasdaq National Market or the New York Stock Exchange or
         listed on another national securities exchange, in any case, prior to
         the Change in Control Repurchase Date.

                  (iii)    All shares of Common Stock which may be issued upon
         repurchase of Notes will be issued out of the Company's authorized but
         unissued Common Stock and

                                       41
<PAGE>

         will, upon issue, be duly and validly issued and fully paid and
         nonassessable and free of any preemptive or similar rights.

                  If any of the conditions set forth in clauses (i) through
(iii) of this Section 3.10(f) are not satisfied in accordance with the terms
thereof, the Change in Control Repurchase Price shall be paid by the Company
only in cash.

                  (g)      The Company shall repurchase from the Holder thereof,
pursuant to this Section 3.10, a portion of a Note if the principal amount of
such portion is $1,000 or an whole multiple of $1,000. Provisions of this
Indenture that apply to the repurchase of all of a Note also apply to the
repurchase of such portion of such Note.

                  (h)      The Company shall deposit cash (in respect of a cash
repurchase under Section 3.10(e) or for fractional interests, as applicable) or
shares of Common Stock, or a combination thereof, as applicable, at the time and
in the manner as provided in Section 3.12, sufficient to pay the aggregate
Change in Control Repurchase Price of all Notes to be purchased pursuant to this
Section 3.10. As soon as practicable after the Change in Control Repurchase
Date, the Company shall deliver to each Holder entitled to receive Common Stock
through the Paying Agent, a certificate for the number of full shares of Common
Stock issuable in payment of the Change in Control Repurchase Price and cash in
lieu of any fractional interests. The person in whose name the certificate for
Common Stock is registered shall be treated as a holder of record of shares of
Common Stock on the Business Day following the Repurchase Date. No payment or
adjustment will be made for dividends on the Common Stock the record date for
which occurred on or prior to the Change in Control Repurchase Date.

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

                  SECTION 3.11 Effect of Put Right Repurchase Notice or Change
in Control Repurchase Notice. Upon receipt by the Paying Agent of the Put Right
Repurchase Notice or the Change in Control Repurchase Notice specified in
Section 3.09(c) or Section 3.10(c), as applicable, the Holder of the Note in
respect of which such Put Right Repurchase Notice or Change in Control
Repurchase Notice, as the case may be, was given shall (unless such Put Right
Repurchase Notice or Change in Control Repurchase Notice is withdrawn as
specified in the following two paragraphs) thereafter be entitled to receive
solely the Put Right Repurchase Price or Change in Control Repurchase Price, as
the case may be, with respect to such Note. Such Put Right Repurchase Price or
Change in Control Repurchase Price, as applicable, shall be paid to such Holder,
subject to receipt of consideration for the Notes and/or Notes from the Holders
by the Paying Agent, promptly following the later of (x) the Put Right
Repurchase Date or Change in Control Repurchase Date, as the case may be, with
respect to such Note (provided

                                       42
<PAGE>

the conditions in Section 3.09(c) or Section 3.10(c), as applicable, have been
satisfied) and (y) the time of delivery of such Note to the Paying Agent by the
Holder thereof in the manner required by Section 3.09(c) or Section 3.10(c), as
applicable. Notes in respect of which a Put Right Repurchase Notice or Change in
Control Repurchase Notice, as the case may be, has been given by the Holder
thereof may not be converted pursuant to Article 10 hereof on or after the date
of the delivery of such Put Right Repurchase Notice or Change in Control
Repurchase Notice, as the case may be, unless such Put Right Repurchase Notice
or Change in Control Repurchase Notice, as the case may be, has first been
validly withdrawn as specified in the following two paragraphs.

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

                  (1)      the certificate number of the Note in respect of
         which such notice of withdrawal is being submitted (or, if the Notes
         are not certificated, the withdrawal notice must contain information
         required to comply with appropriate DTC procedures),

                  (2)      the principal amount of the Note with respect to
         which such notice of withdrawal is being submitted, and

                  (3)      the principal amount, if any, of such Note which
         remains subject to the original Put Right Repurchase Notice or Change
         in Control Repurchase Notice, as the case may be, and which has been or
         will be delivered for repurchase by the Company.

                  There shall be no repurchase of any Notes pursuant to Section
3.09 or Section 3.10, as applicable, if there has occurred (prior to, on or
after, as the case may be, the giving, by the Holders of such Notes, of the
required Put Right Repurchase Notice or Change in Control Repurchase Notice, as
the case may be) and is continuing an Event of Default (other than a default in
the payment of the Put Right Repurchase Price or Change in Control Repurchase
Price, as the case may be, with respect to such Notes). The Paying Agent will
promptly return to the respective Holders thereof any Notes (x) with respect to
which a Put Right Repurchase Notice or Change in Control Repurchase Notice, as
the case may be, has been withdrawn in compliance with this Indenture, or (y)
held by it during the continuance of an Event of Default (other than a default
in the payment of the Put Right Repurchase Price or Change in Control Repurchase
Price, as the case may be, with respect to such Notes) in which case, upon such
return, the Put Right Repurchase Notice or Change in Control Repurchase Notice,
as the case may be, with respect thereto shall be deemed to have been withdrawn.

                  SECTION 3.12 Deposit of Put Right Repurchase Price or Change
in Control Repurchase Price. Prior to 11:00 a.m. (New York City time) on the
Business Day following the Put Right Repurchase Date or Change in Control
Repurchase Date, as the case may be, the Company shall deposit with the Trustee
or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of
either of them is acting as the Paying Agent, shall segregate and

                                       43
<PAGE>

hold in trust as provided in Section 2.04) an amount of money (in immediately
available funds if deposited on such Business Day) or Common Stock, or a
combination thereof, if permitted hereunder, sufficient to pay the aggregate Put
Right Repurchase Price or Change in Control Repurchase Price, as the case may
be, of all the Notes or portions thereof which are to be repurchased as of the
Put Right Repurchase Date or Change in Control Repurchase Date, as the case may
be. The manner in which the deposit required by this Section 3.12 is made by the
Company shall be at the option of the Company.

                  SECTION 3.13 Notes Repurchased in Part. Any Note which is to
be repurchased only in part shall be surrendered at the office of the Paying
Agent (with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Note, without service charge, a
new Note or Notes, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Note so surrendered which is not repurchased.

                  SECTION 3.14 Covenant to Comply with Securities Laws upon
Purchase or Repurchase of Notes. In connection with any offer to purchase or
repurchase of Notes under Section 3.09 or Section 3.10 hereof (provided that
such offer or purchase constitutes an "issuer tender offer" for purposes of Rule
13e-4 (which term, as used herein, includes any successor provision thereto)
under the Exchange Act at the time of such offer or purchase), the Company shall
(i) comply with Rule 13e-4, Rule 14e-1 and any other tender offer rules under
the Exchange Act which may then be applicable, (ii) file the related Schedule TO
(or any successor schedule, form or report) or any other schedule required under
the Exchange Act, and (iii) otherwise comply with all federal and state
securities laws so as to permit the rights and obligations under Section 3.09 or
Section 3.10, as the case may be, to be exercised in the time and in the manner
specified in Section 3.09 or Section 3.10, as applicable.

                  SECTION 3.15 Repayment to the Company. The Trustee and the
Paying Agent shall return to the Company any cash or shares of Common Stock that
remain unclaimed as provided in paragraph 13 on the reverse side of the Notes,
together with interest or dividends, if any, thereon, held by them for the
payment of the Put Right Repurchase Price or the Change in Control Repurchase
Price; provided, however, that to the extent that the aggregate amount of cash
or shares of Common Stock deposited by the Company pursuant to Section 3.12
exceeds the aggregate Put Right Repurchase Price or Change in Control Repurchase
Price, as applicable, of the Notes or portions thereof which the Company is
obligated to repurchase as of the Put Right Repurchase Date or the Change in
Control Repurchase Date then promptly after the Business Day following the Put
Right Repurchase Date or the Change in Control Repurchase Date, as applicable,
the Trustee shall return any such excess to the Company together with interest
or dividends, if any, thereon.

                                       44
<PAGE>

                                    ARTICLE 4

                                    COVENANTS

                  SECTION 4.01 Payment of Principal and Interest on the Notes.
The Company will duly and punctually pay the principal of and interest at the
Interest Rate in respect of the Notes in accordance with the terms of the Notes
and this Indenture. The Company will deposit or cause to be deposited with the
Trustee as directed by the Trustee, no later than 11:00 a.m., New York time on
the day of the Stated Maturity of any Note or installment of interest, all
payments so due. Principal amount, Provisional Redemption Price, Put Right
Repurchase Price, Change in Control Repurchase Price, and interest shall be
considered paid on the applicable date due if at 11:00 a.m., New York time on
such date (or, in the case of a Put Right Repurchase Price or Change in Control
Repurchase Price, on the Business Day following the applicable Put Right
Repurchase Date or Change in Control Repurchase Date, respectively). the Trustee
or the Paying Agent holds, in accordance with this Indenture, money or Common
Stock, if permitted hereunder, sufficient to pay all such amounts then due.

                  The Company shall, to the extent permitted by law, pay cash
interest on overdue amounts at the rate per annum set forth in paragraph 1 on
the reverse side of the Notes, compounded semiannually, which interest shall
accrue from the date such overdue amount was originally due to the date payment
of such amount, including interest thereon, has been made or duly provided for.
All such overdue interest shall be payable on demand.

                  SECTION 4.02 Commission and Other Reports. The Company shall
file with the Trustee, within 15 days after it files such annual and quarterly
reports, information, documents and other reports with the Commission, copies of
its annual report and of the information, documents and other reports (or copies
of such portions of any of the foregoing as the Commission may by rules and
regulations prescribe) which the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act. If at any time the Company
is not subject to Section 13 or 15(d) of the Exchange Act, such reports shall be
provided at the times the Company would have been required to provide reports
had it continued to be subject to such reporting requirements. The Company also
shall comply with the other provisions of TIA Section 314(a).

                  SECTION 4.03 Compliance Certificate. The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on April 30, 2004) an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

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

                                       45
<PAGE>

                  SECTION 4.05 Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, the City of New York, an office or agency
of the Trustee, Registrar, Paying Agent and Conversion Agent where Notes may be
presented or surrendered for payment, where Notes may be surrendered for
registration of transfer, exchange, repurchase, redemption or conversion and
where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. The office of U.S. Bank Trust National
Association, located at 100 Wall Street, 16th Floor, New York, New York, 10005,
attention: Corporate Trust Administration, shall initially be such office or
agency for all of the aforesaid purposes. The Company shall give prompt written
notice to the Trustee of the location, and of any change in the location, of any
such office or agency (other than a change in the location of the office of the
Trustee). If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 13.02.

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

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

                                   ARTICLE 5

                              SUCCESSOR CORPORATION

                  SECTION 5.01 When Company May Merge or Transfer Assets. The
Company shall not, subject to Section 9.02 hereof, consolidate with, merge into
or transfer or lease all or substantially all of its assets to any corporation,
limited liability company, partnership or trust organized under the laws of the
United States or any of its political subdivisions, unless:

                  (a)      either (1) the Company shall be the resulting or
         surviving corporation or (2) the person (if other than the Company)
         formed by such consolidation or into which the Company is merged or the
         person which acquires by conveyance, transfer or lease the properties
         and assets of the Company substantially as an entirety (i) shall be
         organized and validly existing under the laws of the United States or
         any state of the United States and (ii) shall expressly assume, by an
         indenture supplemental hereto, executed and

                                       46
<PAGE>

         delivered to the Trustee, in form reasonably satisfactory to the
         Trustee, all of the obligations of the Company under the Notes and this
         Indenture;

                  (b)      at the time of such transaction, no Event of Default
         and no event which, after notice or lapse of time, would become an
         Event of Default, shall have happened and be continuing; and

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

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise) of the properties and assets of one or more
Subsidiaries (other than to the Company or another Subsidiary), which, if such
assets were owned by the Company, would constitute all or substantially all of
the properties and assets of the Company, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.

                  The successor person formed by such consolidation or into
which the Company is merged or the successor person to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor had been named as the Company herein; and
thereafter, except in the case of a lease and obligations the Company may have
under a supplemental indenture pursuant to Section 10.11, the Company shall be
discharged from all obligations and covenants under this Indenture and the
Notes. Subject to Section 9.06, the Company, the Trustee and the successor
person shall enter into a supplemental indenture to evidence the succession and
substitution of such successor person and such discharge and release of the
Company.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

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

                  (1)      the Company fails to pay when due the principal of
         any of the Notes at the scheduled maturity, upon redemption or exercise
         of a repurchase right or otherwise, whether or not such payment is
         prohibited by Article 11 of this Indenture;

                  (2)      the Company fails to pay an installment of interest,
         including Liquidated Damages, if any, on any of the Notes that
         continues for 30 days after the date when due, whether or not such
         payment is prohibited by Article 11 of this Indenture; provided that a
         failure to make any of the first eight scheduled interest payments on
         the Notes on the applicable interest payment dates will constitute an
         Event of Default without regard to any period of grace or other cure
         period;

                                       47
<PAGE>

                  (3)      the Company fails 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 upon
         conversion of a Note and such failure continues for 10 days after such
         delivery date;

                  (4)      the Company fails to perform or observe any other
         term, covenant or agreement contained in the Notes or this Indenture
         for a period of 60 days after receipt by the Company of a Notice of
         Default (as defined in this Section 6.01);

                  (5)      (A) one or more defaults in the payment of the
         Company's Indebtedness aggregating $5.0 million or more at the
         scheduled maturity thereof, and such default or defaults shall have
         continued after any applicable grace period and shall not have been
         cured or waived within a 30-day period after the date of a Notice of
         Default or (B) any of the Company's Indebtedness aggregating $5.0
         million or more shall have been accelerated or otherwise declared due
         and payable, or required to be prepaid or repurchased (other than by
         regularly scheduled required prepayment) prior to the scheduled
         maturity thereof, due to a default of such Indebtedness and such
         Indebtedness is not discharged nor such acceleration is cured, waived,
         rescinded or annulled within a 30-day period after a Notice of Default;

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

                                    (A)      commences a voluntary case or
                           proceeding;

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

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

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

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

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

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

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

                                       48

<PAGE>

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

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

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

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

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

                  (8)      the Pledge Agreement shall cease to be in full force
         and effect or enforceable other than in accordance with its terms.

                  A Default under clause (4) or (5) above is not an Event of
Default until the Trustee notifies the Company, or the Holders of at least 25%
in aggregate principal amount of the Notes at the time outstanding notify the
Company and the Trustee, of the Default and the Company does not cure such
Default (and such Default is not waived) within the time specified in clause (4)
or (5) above after actual receipt of such notice. Any such notice must specify
the Default, demand that it be remedied and state that such notice is a "Notice
of Default".

                  The Company will deliver to the Trustee, within five Business
Days of becoming aware of the occurrence of an Event of Default, written notice
thereof. In addition, the Company shall deliver to the Trustee, within 30 days
after it becomes aware of the occurrence thereof, written notice of any event
which with the lapse of time would become an Event of Default under clause (4)
or (5) above, its status and what action the Company is taking or proposes to
take with respect thereto.

                  SECTION 6.02 Acceleration. If an Event of Default (other than
an Event of Default specified in Section 6.01(6) or (7)) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in aggregate principal amount of the Notes at the time outstanding by notice to
the Company and the Trustee, may declare the Notes due and payable at their
principal amount together with accrued interest. Upon a declaration of
acceleration, such principal and accrued and unpaid interest to the date of
payment shall be immediately due and payable.

                  If an Event of Default specified in Section 6.01(6) or (7)
above occurs and is continuing, then the principal and the interest on all the
Notes shall become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Noteholders.

                  The Holders of a majority in aggregate principal amount of the
Notes at the time outstanding, by notice to the Trustee (and without notice to
any other Noteholder) may rescind or annul an acceleration and its consequences
if the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of

                                       49
<PAGE>

the principal and any accrued cash interest that have become due solely as a
result of acceleration and if all amounts due to the Trustee under Section 7.06
have been paid. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

                  SECTION 6.03 Other Remedies. If an Event of Default occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of the principal and any accrued cash interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture.

                  The Trustee may maintain a proceeding even if the Trustee does
not possess any of the Notes or produce any of the Notes in the proceeding. A
delay or omission by the Trustee or any Noteholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of, or acquiescence in, the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                  SECTION 6.04 Waiver of Past Defaults. The Holders of a
majority in aggregate principal amount of the Notes at the time outstanding, by
notice to the Trustee (and without notice to any other Noteholder), may waive by
means of written consent an existing Default and its consequences except (1) an
Event of Default described in Section 6.01(1) or (2), (2) a Default in respect
of a provision that under Section 9.02 cannot be amended without the consent of
each Noteholder affected or (3) a Default which constitutes a failure to convert
any Note in accordance with the terms of Article 10. When a Default is waived,
it is deemed cured, but no such waiver shall extend to any subsequent or other
Default or impair any consequent right. This Section 6.04 shall be in lieu of
Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby expressly
excluded from this Indenture, as permitted by the TIA.

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

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

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

                  (2)      the Holders of at least 25% in aggregate principal
         amount of the Notes at the time outstanding make a written request to
         the Trustee to pursue the remedy;

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

                                       50
<PAGE>

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

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

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

                  SECTION 6.07 Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of the principal amount plus Provisional Redemption Price,
Put Right Repurchase Price, Change in Control Repurchase Price or any accrued
cash interest in respect of the Notes held by such Holder, on or after the
respective due dates expressed in the Notes or any Provisional Redemption Date,
and to convert the Notes in accordance with Article 10, or to bring suit for the
enforcement of any such payment on or after such respective dates or the right
to convert, shall not be impaired or affected adversely without the consent of
such Holder.

                  SECTION 6.08 Collection Suit by Trustee. If an Event of
Default described in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount owing with respect to the Notes and the
amounts provided for in Section 7.06.

                  SECTION 6.09 Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Notes or the
property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal amount, Provisional Redemption Price, Put
Right Repurchase Price, Change in Control Repurchase Price or any accrued cash
interest in respect of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of any such amount)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                  (a)      to file and prove a claim for the whole amount of the
         principal amount, Provisional Redemption Price, Put Right Repurchase
         Price, Change in Control Repurchase Price or any accrued cash interest
         and to file such other papers or documents as may be necessary or
         advisable in order to have the claims of the Trustee (including any
         claim for the reasonable compensation, expenses, disbursements and
         advances of the Trustee, its agents and counsel or any other amounts
         due the Trustee under Section 7.06) and of the Holders allowed in such
         judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the

                                       51
<PAGE>

Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
7.06.

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

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

                  (1)      to the Trustee for amounts due under Section 7.06;

                  (2)      to Noteholders for amounts due and unpaid on the
Notes for the principal amount, Provisional Redemption Price, Put Right
Repurchase Price, Change in Control Repurchase Price or any accrued cash
interest as the case may be, ratably, without preference or priority of any
kind, according to such amounts due and payable on the Notes; and

                  (3)      the balance, if any, to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section 6.10. At least 15 days before
such record date, the Trustee shall mail to each Noteholder and the Company a
notice that states the record date, the payment date and the amount to be paid.

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

                  SECTION 6.12 Waiver of Stay, Extension or Usury Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the principal amount,
Provisional Redemption Price, Put Right Repurchase Price, Change in Control
Repurchase Price or any accrued cash interest in respect of Notes, or any
interest on such amounts, as contemplated herein, or which may affect the
covenants or the performance of this

                                       52
<PAGE>

Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                    ARTICLE 7

                                     TRUSTEE

                  SECTION 7.01 Duties and Responsibilities of the Trustee;
During Default; Prior to Default. The Trustee, prior to the occurrence of an
Event of Default hereunder and after the curing or waiving of all such Events of
Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. In case an Event of
Default hereunder has occurred (which has not been cured or waived), the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent 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 or its own willful misconduct, except that

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

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

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

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

                  (c)      the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the Holders pursuant to Section 6.05 relating to
         the time, method and place of conducting any proceeding for any

                                       53
<PAGE>

         remedy available to the Trustee, or exercising any trust or power
         conferred upon the Trustee, under this Indenture.

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

                  The provisions of this Section 7.01 are in furtherance of and
subject to Sections 315 and 316 of the TIA.

                  SECTION 7.02 Certain Rights of the Trustee. In furtherance of
and subject to the TIA and subject to Section 7.01:

                  (a)      the Trustee may rely, and shall be protected in
         acting or refraining from acting upon, any resolution, Officers'
         Certificate or any other certificate, statement, instrument, opinion,
         report, notice, request, consent, order, bond, debenture, note, coupon,
         Note or other paper or document believed by it to be genuine and to
         have been signed or presented by the proper party or parties;

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

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

                  (d)      the Trustee shall be under no obligation to exercise
         any of the trusts or powers vested in it by this Indenture with the
         request, order or direction of any of the Noteholders pursuant to the
         provisions of this Indenture, unless such Noteholders shall have
         offered to the Trustee reasonable security or indemnity against the
         costs, expenses and liabilities which might be incurred therein or
         thereby;

                  (e)      the Trustee shall not be liable for any action taken
         or omitted by it in good faith and believed by it to be authorized or
         within the discretion, rights or powers conferred upon it by this
         Indenture;

                  (f)      prior to the occurrence of an Event of Default
         hereunder and after the curing or waiving of all such Events of
         Default, 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, consent, order, approval,
         appraisal, bond, debenture, note, coupon, security, or other paper or
         document unless requested in writing to do so by the Holders of not
         less than a majority in aggregate principal amount of the

                                       54
<PAGE>

         Notes then outstanding; provided that, if the payment within a
         reasonable time to the Trustee of the costs, expenses or liabilities
         likely to be incurred by it in the making of such investigation is, in
         the opinion of the Trustee, not reasonably assured to the Trustee by
         the security afforded to it by the terms of this Indenture, the Trustee
         may require reasonable indemnity against such expenses or liabilities
         as a condition to proceeding; the reasonable expenses of every such
         investigation shall be paid by the Company or, if paid by the Trustee
         or any predecessor trustee, shall be repaid by the Company upon demand;
         and

                  (g)      the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys not regularly in its employ and the Trustee
         shall not be responsible for any misconduct or negligence on the part
         of any such agent or attorney appointed with due care by it hereunder.

                  SECTION 7.03 Trustee Not Responsible for Recitals, Disposition
of Notes or Application of Proceeds Thereof. The recitals contained herein and
in the Notes, except the Trustee's certificates of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of any of the Notes or of the proceeds thereof.

                  SECTION 7.04 Trustee and Agents May Hold Notes; Collections,
etc. The Trustee or any agent of the Company or the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Notes with the same
rights it would have if it were not the Trustee or such agent and, subject to
Sections 7.08 and 7.13, if operative, may otherwise deal with the Company and
receive, collect, hold and retain collections from the Company with the same
rights it would have if it were not the Trustee or such agent.

                  SECTION 7.05 Moneys Held by Trustee. Subject to the provisions
of Section 8.02 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Company or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

                  SECTION 7.06 Compensation and Indemnification of Trustee and
Its Prior Claim. The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, such compensation (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) to be agreed to in writing by the Trustee and the
Company, and the Company covenants and agrees to pay or reimburse the Trustee
and each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in accordance
with any of the provisions of this Indenture (including (i) the reasonable
compensation and the expenses and disbursements of its counsel and of all agents
and other persons not regularly in its employ and (ii) interest at the prime
rate on any disbursements and advances made by the Trustee and not paid by the
Company within 5 days after receipt of an invoice for such disbursement or
advance) except any

                                       55
<PAGE>

such expense, disbursement or advance as may arise from its negligence or bad
faith. The Company also covenants to indemnify the Trustee and each predecessor
Trustee for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this Indenture or the trusts
hereunder and its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability in the
premises. The obligations of the Company under this Section 7.06 to compensate
and indemnify the Trustee and each predecessor Trustee and to pay or reimburse
the Trustee and each predecessor Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder and shall survive
the satisfaction and discharge of this Indenture. Such additional indebtedness
shall be a senior claim to that of the Notes upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Notes, and the Notes are hereby effectively
subordinated to such senior claim to such extent. The provisions of this Section
7.06 shall survive the termination of this Indenture. When the Trustee incurs
expenses or renders services in connection with an Event of Default specified in
Section 6.01 or in connection with Article Six hereof, the expenses (including
the reasonable fees and expenses of its counsel) and the compensation for
services in connection therewith are to constitute expenses of administration
under any bankruptcy law.

                  SECTION 7.07 Right of Trustee to Rely on Officers'
Certificate, etc. Subject to Sections 7.01 and 7.02, whenever in the
administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee.

                  SECTION 7.08 Conflicting Interests. 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.

                  SECTION 7.09 Persons Eligible for Appointment as Trustee. The
Trustee shall at all times be a corporation or banking association having a
combined capital and surplus of at least $10,000,000. If such corporation or
banking association publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then, for the purposes of this Section 7.09, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.09, the Trustee shall resign immediately in the
manner and with the effect specified in Section 7.10.

                  SECTION 7.10 Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Notes by giving
written notice of resignation to the Company and by mailing notice thereof by
first class mail to the Holders of Notes at their last addresses as they shall
appear on the Note register. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee or trustees by written
instrument in

                                       56
<PAGE>


duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Noteholder who
has been a bona fide Holder of a Note for at least six months may, subject to
the provisions of Section 7.11, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

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

                   (i)     the Trustee shall fail to comply with the provisions
         of Section 7.08 with respect to any Notes after written request
         therefor by the Company or by any Noteholder who has been a bona fide
         Holder of a Note for at least six months; or

                   (ii)    the Trustee shall cease to be eligible in accordance
         with the provisions of Section 7.09 and shall fail to resign after
         written request therefor by the Company or by any Noteholder; or

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

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Company, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to the provisions of Section 7.11, any Noteholder who has been a bona
fide Holder of a Note for at least six months may on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee. If no successor trustee
shall have been appointed and have accepted appointment within 30 days after a
notice of removal has been given, the removed trustee may petition a court of
competent jurisdiction for the appointment of a successor trustee.

                  (c)      The Holders of a majority in aggregate principal
amount of the Notes at the time outstanding may at any time remove the Trustee
and appoint a successor trustee by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Company the evidence of the action in
that regard taken by the Noteholders.

                  (d)      Any resignation or removal of the Trustee and any
appointment of a successor trustee pursuant to any of the provisions of this
Section 7.10 shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 7.11.

                  SECTION 7.11 Acceptance of Appointment by Successor Trustee.
Any successor trustee appointed as provided in Section 7.10 shall execute and
deliver to the Company

                                       57
<PAGE>

and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee hereunder; but, nevertheless, on the written request of the
Company or of the successor trustee, upon payment of its charges then unpaid,
the trustee ceasing to act shall pay over to the successor trustee all moneys at
the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Company shall
execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor trustee all such rights and powers. Any
trustee ceasing to act shall, nevertheless, retain a prior claim upon all
property or funds held or collected by such trustee to secure any amounts then
due it pursuant to the provisions of Section 7.06.

                  No successor trustee shall accept appointment as provided in
this Section 7.11 unless at the time of such acceptance such successor trustee
shall be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09.

                  Upon acceptance of appointment by any successor trustee as
provided in this Section 7.11, the Company shall mail notice thereof by first
class mail to the Holders of Notes at their last addresses as they shall appear
in the register. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section 7.10.
If the Company fails to mail such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.

                  SECTION 7.12 Merger, Conversion, Consolidation or Succession
to Business of Trustee. Any corporation or banking association into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or
banking association succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation or banking association shall be qualified under
the provisions of Section 7.08 and eligible under the provisions of Section
7.09, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case at the time such successor to the Trustee shall succeed
to the trusts created by this Indenture any of the Notes shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee and deliver such Notes
so authenticated; and, in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor
Trustee; and in all such cases such certificate shall have the full force and
effect that this Indenture provides for the certificate of authentication of the
Trustee; provided, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

                                       58
<PAGE>

                  SECTION 7.13 Preferential Collection of Claims Against the
Company. The Trustee shall comply with the provisions of Section 311 of the TIA.

                  SECTION 7.14 Reports by the Trustee. (a) The Trustee shall
transmit to Holders and other persons such reports concerning the Trustee and
its actions under this Indenture as may be required pursuant to the TIA on or
before July 15 in each year that such report is required, such reports to be
dated as of the immediately preceding May 15.

                  (a)      A copy of each such report shall, at the time of such
transmission to Noteholders, be furnished to the Company and be filed by the
Trustee with each stock exchange upon which the Notes are listed and also with
the Commission. The Company agrees to notify the Trustee when and as the Notes
become admitted to trading on any national securities exchange.

                  SECTION 7.15 Trustee to Give Notice of Default, But May
Withhold in Certain Circumstances. The Trustee shall transmit to the
Noteholders, as the names and addresses of such Holders appear on the Note
register, notice by mail of all Defaults which have occurred, such notice to be
transmitted within 90 days after the occurrence thereof, unless such defaults
shall have been cured before the giving of such notice; provided that, except in
the case of Default in the payment of the principal of, interest on, or other
similar obligation with respect to, any of the Notes, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors or trustees and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the best interests of the Noteholders.

                                   ARTICLE 8

                             DISCHARGE OF INDENTURE

                  SECTION 8.01 Discharge of Liability on Notes. When (i) all
outstanding Notes will become due and payable within one year of their Stated
Maturity or (ii) all outstanding Notes are scheduled for redemption within one
year and, in either case, the Company has deposited with the Trustee cash
sufficient to pay and discharge all outstanding Notes on the date of their
Stated Maturity or the scheduled date of redemption, then the Company may
discharge its obligations under this Indenture while Notes remain outstanding;
provided that the Company shall remain obligated to issue shares upon conversion
of the Notes. The Trustee shall join in the execution of a document prepared by
the Company acknowledging satisfaction and discharge of this Indenture on demand
of the Company accompanied by an Officers' Certificate and Opinion of Counsel
and at the cost and expense of the Company.

                  SECTION 8.02 Repayment of the Company. The Trustee and the
Paying Agent shall return to the Company upon written request any money or
securities held by them for the payment of any amount with respect to the Notes
that remains unclaimed for two years, subject to applicable unclaimed property
law. After return to the Company, Holders entitled to the money or securities
must look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person and the Trustee and the Paying

                                       59
<PAGE>

Agent shall have no further liability to the Noteholders with respect to such
money or securities for that period commencing after the return thereof.

                                   ARTICLE 9

                                   AMENDMENTS

                  SECTION 9.01 Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Notes without the consent of any
Noteholder for the purposes of, among other things:

                  (1)      adding to the Company's covenants for the benefit of
         the Holders;

                  (2)      surrendering any right or power conferred upon the
         Company;

                  (3)      providing for conversion rights of Holders if any
         reclassification or change of Common Stock or any consolidation, merger
         or sale of all or substantially all of the Company's assets occurs;

                  (4)      reducing the Conversion Price, provided that the
         reduction will not adversely affect the interests of Holders in any
         material respect;

                  (5)      complying with the requirements of the Commission in
         order to effect or maintain the qualification of this Indenture under
         the TIA;

                  (6)      making any changes or modifications to this Indenture
         necessary in connection with the registration of the Notes under the
         Securities Act as contemplated by the Registration Rights Agreement,
         provided that this action does not adversely affect the interests of
         the Holders in any material respect;

                  (7)      curing any ambiguity, omission, inconsistency or
         correcting or supplementing any defective provision contained in this
         Indenture; provided that such modification or amendment does not, in
         the good faith opinion of the Board of Directors and the Trustee,
         adversely affect the interests of the Holders in any material respect;

                  (8)      modifying any provision herein or the Notes in order
         to conform the corresponding provision to the description set forth in
         the offering memorandum relating to the Notes, dated October 8, 2003;

                  (9)      adding or modifying any other provisions which the
         Company and the Trustee may deem necessary or desirable and which will
         not adversely affect the interests of the Holders in any material
         respect;

                  (10)     complying with Article 5; or

                  (11)     providing for uncertificated Notes in addition to the
         Certificated Notes so long as such uncertificated Notes are in
         registered form for purposes of the Internal Revenue Code of 1986, as
         amended.

                                       60
<PAGE>

                  SECTION 9.02 With Consent of Holders. With the written consent
of the Holders of at least a majority in aggregate principal amount of the Notes
at the time outstanding or by the adoption of a resolution at a meeting of
Holders at which a quorum is present by at least a majority in aggregate
principal amount of the Notes represented at the meeting, the Company may modify
and amend this Indenture or the Notes and waive noncompliance by the Company.
However, without the written consent of each Noteholder affected, a
modification, amendment or waiver to this Indenture or the Notes may not:

                  (1)      change the maturity of the principal of or any
         installment of interest on any Note (including any payment of
         Liquidated Damages);

                  (2)      reduce the principal amount of, or interest on
         (including any payment of Liquidated Damages), any Note;

                  (3)      reduce the Interest Rate or interest (including any
         Liquidated Damages) on any Note;

                  (4)      change the currency of payment of principal of or
         interest (including any Liquidated Damages) of any Note;

                  (5)      impair the right to institute suit for the
         enforcement of any payment on or with respect to, or conversion of, any
         Note;

                  (6)      except as otherwise permitted or contemplated by
         provisions of this Indenture concerning corporate reorganizations,
         adversely affect the repurchase option of Holders upon a Change in
         Control or the conversion rights of Holders;

                  (7)      modify the provisions of this Indenture relating to
         the pledge of securities as contemplated in Article 12 in a manner
         adverse to the Holders;

                  (8)      modify the subordination provisions of the Notes in a
         manner adverse to the Holders; or

                  (9)      reduce the percentage in aggregate principal amount
         of Notes outstanding necessary to modify or amend this Indenture or to
         waive any past Default.

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

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

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

                  SECTION 9.04 Revocation and Effect of Consents, Waivers and
Actions. Until an amendment, waiver or other action by Holders becomes
effective, a consent thereto by a

                                       61
<PAGE>

Holder of a Note hereunder is a continuing consent by the Holder and every
subsequent Holder of that Note or portion of the Note that evidences the same
obligation as the consenting Holder's Note, even if notation of the consent,
waiver or action is not made on the Note. However, any such Holder or subsequent
Holder may revoke the consent, waiver or action as to such Holder's Note or
portion of the Note if the Trustee receives the notice of revocation before the
date the amendment, waiver or action becomes effective. After an amendment,
waiver or action becomes effective, it shall bind every Noteholder.

                  SECTION 9.05 Notation on or Exchange of Notes. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article 9 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 Notes so modified
as to conform, in the opinion of the Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding Notes.

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

                  SECTION 9.07 Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article 9, 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 Notes
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

                                   ARTICLE 10

                                   CONVERSION

                  SECTION 10.01 Conversion Right and Conversion Price. Subject
to and upon compliance with the provisions of this Article 10, at the option of
the Holder thereof, any Note or any portion of the principal amount thereof
which is a whole multiple of $1,000 may be converted at the principal amount
thereof, or of such portion thereof, into duly authorized, fully paid and
nonassessable shares of Common Stock, at the Conversion Price, determined as
hereinafter provided, in effect at the time of conversion. Such conversion right
shall expire at the close of business on the date of the Stated Maturity of the
Notes.

                  In case a Note or portion thereof is called for redemption,
such conversion right in respect of the Note or the portion so called, shall
expire at the close of business on the Business Day preceding the applicable
Provisional Redemption Date, unless the Company defaults in making the payment
due upon redemption. In the case of (i) a Put Right Repurchase Date or (ii) a
Change in Control, in each case for which the Holder exercises its repurchase
right with respect

                                       62
<PAGE>

to a Note or portion thereof, such conversion right in respect of the Note or
portion thereof shall expire at the close of business on the Business Day
immediately preceding the Put Right Repurchase Date or Change in Control
Repurchase Date, as applicable.

                  The price at which shares of Common Stock shall be delivered
upon conversion (the "Conversion Price") shall be initially equal to $3.705 per
share of Common Stock. The Conversion Price shall be adjusted in certain
instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (h) and (i) of
Section 10.04 and Section 10.12 hereof.

                  In all events, upon the delivery by the Company to the Holders
of the full number of the shares of Common Stock into which the Notes are
convertible, together with any cash payment for the Holders' fractional shares,
the obligation of the Company to pay the principal amount of the Notes and any
accrued and unpaid interest thereon shall be deemed satisfied. Accrued and
unpaid interest shall be deemed paid in full rather than cancelled, extinguished
or forfeited.

                  SECTION 10.02 Exercise of Conversion Right. To exercise the
conversion right, the Holder of any Note to be converted shall surrender such
Note duly endorsed or assigned to the Company or in blank, at the office of any
Conversion Agent, accompanied by a duly signed conversion notice substantially
in the form attached to the Note to the Company stating that the Holder elects
to convert such Note or, if less than the entire principal amount thereof is to
be converted, the portion thereof to be converted.

                  Notwithstanding the foregoing provision of this Section 10.02,
if Notes are surrendered for conversion after the close of business on any
Regular Record Date and on or prior to the next succeeding Interest Payment
Date, the Holder of such Notes as of such Record Date shall receive the interest
that is payable on such Notes on the applicable Interest Payment Date. However,
Notes that are surrendered for conversion after the close of business on any
Regular Record Date, but on or prior to the opening of business on the next
succeeding Interest Payment Date shall be accompanied by payment in New York
Clearing House funds or other funds acceptable to the Company of an amount equal
to the interest to be received on such Interest Payment Date on the principal
amount of Notes being surrendered for conversion, unless such Notes have been
called for redemption on the applicable Provisional Redemption Date that occurs
after that Regular Record Date and on or prior to the third Business Day after
that Interest Payment Date, in which case no payment shall be required.

                  Notes shall be deemed to have been converted immediately prior
to the close of business on the day of surrender of such Notes for conversion in
accordance with the foregoing provisions, and at such time the rights of the
Holders of such Notes as Holders shall cease, and the Person or Persons entitled
to receive the Common Stock issuable upon conversion shall be treated for all
purposes as the record holder or holders of such Common Stock at such time. As
promptly as practicable on or after the conversion date, the Company shall cause
to be issued and delivered to such Conversion Agent a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share as provided
in Section 10.03 hereof.

                                       63
<PAGE>

                  In the case of any Note which is converted in part only, upon
such conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Note or
Notes of authorized denominations in aggregate principal amount equal to the
unconverted portion of the principal amount of such Notes.

                  If shares of Common Stock to be issued upon conversion of a
Restricted Note, or securities to be issued upon conversion of a Restricted Note
in part only, are to be registered in a name other than that of the Holder of
such Restricted Note, such Holder must deliver to the Conversion Agent a
certificate in substantially the form set forth in the form of Note set forth in
Exhibit A annexed hereto, dated the date of surrender of such Restricted Note
and signed by such Holder, as to compliance with the restrictions on transfer
applicable to such Restricted Note. Neither the Trustee nor any Conversion
Agent, Registrar or Transfer Agent shall be required to register in a name other
than that of the Holder shares of Common Stock or Notes issued upon conversion
of any such Restricted Note not so accompanied by a properly completed
certificate.

                  The Company hereby initially appoints the Trustee as the
Conversion Agent.

                  SECTION 10.03 Fractions of Shares. No fractional shares of
Common Stock shall be issued upon conversion of any Note or Notes. If more than
one Note shall be surrendered for conversion at one time by the same Holder, the
number of full shares which shall be issued upon conversion thereof shall be
computed on the basis of the aggregate principal amount of the Notes (or
specified portions thereof) so surrendered. Instead of any fractional share of
Common Stock which would otherwise be issued upon conversion of any Note or
Notes (or specified portions thereof), the Company shall pay a cash adjustment
in respect of such fraction (calculated to the nearest one-100th of a share) in
an amount equal to the same fraction of the quoted price of the Common Stock as
of the Trading Day preceding the date of conversion.

                  SECTION 10.04 Adjustment of Conversion Price. The Conversion
Price shall be subject to adjustments, calculated by the Company, from time to
time as follows:

         (a)      In case the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Price in effect at the opening of business on the date
following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be reduced by multiplying such
Conversion Price by a fraction:

                  (1)      the numerator of which shall be the number of shares
         of Common Stock outstanding at the close of business on the Record Date
         (as defined in Section 10.04(g)) fixed for such determination, and

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

Such reduction shall become effective immediately after the opening of business
on the day following the Record Date. If any dividend or distribution of the
type described in this Section 10.04(a) is declared but not so paid or made, the
Conversion Price shall again be adjusted to the

                                       64
<PAGE>

Conversion Price which would then be in effect if such dividend or distribution
had not been declared.

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

         (c)      In case the Company shall issue rights or warrants (other than
any rights or warrants referred to in Section 10.04(d)) to all holders of its
outstanding shares of Common Stock entitling them to subscribe for or purchase
shares of Common Stock (or securities convertible into Common Stock) at a price
per share (or having a conversion price per share) less than the Current Market
Price (as defined in Section 10.04(g)) on the Record Date fixed for the
determination of stockholders entitled to receive such rights or warrants, the
Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the Conversion Price in effect at the opening of
business on the date after such Record Date by a fraction:

                  (1)      the numerator of which shall be the number of shares
         of Common Stock outstanding at the close of business on the Record Date
         plus the number of shares which the aggregate offering price of the
         total number of shares so offered for subscription or purchase (or the
         aggregate conversion price of the convertible securities so offered)
         would purchase at such Current Market Price, and

                  (2)      the denominator of which shall be the number of
         shares of Common Stock outstanding on the close of business on the
         Record Date plus the total number of additional shares of Common Stock
         so offered for subscription or purchase (or into which the convertible
         securities so offered are convertible).

Such adjustment shall become effective immediately after the opening of business
on the day following the Record Date fixed for determination of stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock (or securities convertible into Common Stock) are not delivered pursuant
to such rights or warrants, upon the expiration or termination of such rights or
warrants the Conversion Price shall be readjusted to the Conversion Price which
would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made on the basis of the delivery of only the number of
shares of Common Stock (or securities convertible into Common Stock) actually
delivered. In the event that such rights or warrants are not so issued, the
Conversion Price shall again be adjusted to be the Conversion Price which would
then be in effect if such date fixed for the determination of stockholders
entitled to receive such rights or warrants had not been fixed. In determining
whether any rights or warrants entitle the holders to subscribe for or purchase
shares of Common Stock at less than such Current Market Price, and in
determining the aggregate offering price of such shares of Common Stock, there
shall be taken into account any consideration received for such rights or

                                       65
<PAGE>

warrants, the value of such consideration if other than cash, to be determined
by the Board of Directors.

         (d)      In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock shares of any class of capital
stock of the Company (other than any dividends or distributions to which Section
10.04(a) applies) or evidences of its indebtedness or other assets, including
securities, but excluding (1) any rights or warrants referred to in Section
10.04(c), (2) any dividends or distributions in connection with a
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance to which Section 10.11 hereof applies and (3)
dividends and distributions paid exclusively in cash (the securities described
in foregoing clauses (1), (2) and (3) hereinafter in this Section 10.04(d)
called the "excluded securities"), then, in each such case, subject to the
second succeeding paragraph of this Section 10.04(d), the Conversion Price shall
be adjusted so that the same shall be equal to the price determined by
multiplying the Conversion Price in effect immediately prior to the close of
business on the Record Date (as defined in Section 10.04(g)) with respect to
such distribution by a fraction:

                  (1)      the numerator of which shall be the Current Market
         Price (determined as provided in Section 10.04(g)) on such date less
         the fair market value (as determined by the Board of Directors, whose
         determination shall be conclusive and set forth in a Board Resolution)
         on such date of the portion of the securities so distributed (other
         than excluded securities) applicable to one share of Common Stock
         (determined on the basis of the number of shares of the Common Stock
         outstanding on the Record Date), and

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

Such reduction shall become effective immediately prior to the opening of
business on the day following the Record Date. However, in the event that the
then fair market value (as so determined) of the portion of the securities so
distributed (other than excluded securities) applicable to one share of Common
Stock is equal to or greater than the Current Market Price on the Record Date,
in lieu of the foregoing adjustment, adequate provision shall be made so that
each Holder shall have the right to receive upon conversion of a Note (or any
portion thereof) the amount of securities so distributed (other than excluded
securities) such Holder would have received had such Holder converted such Note
(or portion thereof) immediately prior to such Record Date. In the event that
such dividend or distribution is not so paid or made, the Conversion Price shall
again be adjusted to be the Conversion Price that would then be in effect if
such dividend or distribution had not been declared.

                  If the Board of Directors determines the fair market value of
any distribution for purposes of this Section 10.04(d) by reference to the
actual or when issued trading market for any securities comprising all or part
of such distribution (other than excluded securities), it must in doing so
consider the prices in such market over the same period (the "Reference Period")
used in computing the Current Market Price pursuant to Section 10.04(g) to the
extent possible, unless the Board of Directors in a Board Resolution determines
in good faith that determining the fair market value during the Reference Period
would not be in the best interest of the Holder.

                                       66
<PAGE>

                  Rights or warrants distributed by the Company to all holders
of Common Stock entitling the holders thereof to subscribe for or purchase
shares of the Company's Capital Stock (either initially or under certain
circumstances), which rights or warrants, until the occurrence of a specified
event or events ("Trigger Event"):

                  (i)      are deemed to be transferred with such shares of
         Common Stock;

                  (ii)     are not exercisable; and

                  (iii)    are also issued in respect of future issuances of
         Common Stock,

shall be deemed not to have been distributed for purposes of this Section
10.04(d) (and no adjustment to the Conversion Price under this Section 10.04(d)
will be required) until the occurrence of the earliest Trigger Event. If such
right or warrant is subject to subsequent events, upon the occurrence of which
such right or warrant shall become exercisable to purchase different securities,
evidences of indebtedness or other assets or entitle the holder to purchase a
different number or amount of the foregoing or to purchase any of the foregoing
at a different purchase price, then the occurrence of each such event shall be
deemed to be the date of issuance and record date with respect to a new right or
warrant (and a termination or expiration of the existing right or warrant
without exercise by the holder thereof). In addition, in the event of any
distribution (or deemed distribution) of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto, that resulted in an adjustment to the Conversion Price under
this Section 10.04(d):

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

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

                  For purposes of this Section 10.04(d) and Sections 10.04(a),
10.04(b) and 10.04(c), any dividend or distribution to which this Section
10.04(d) is applicable that also includes shares of Common Stock, a subdivision
or combination of Common Stock to which Section 10.04(b) applies, or rights or
warrants to subscribe for or purchase shares of Common Stock to which Section
10.04(c) applies (or any combination thereof), shall be deemed instead to be:

                  (5)      a dividend or distribution of the evidences of
         indebtedness, assets, shares of capital stock, rights or warrants other
         than such shares of Common Stock, such subdivision or combination or
         such rights or warrants to which Sections 10.04(a), 10.04(b) and
         10.04(c) apply, respectively (and any Conversion Price reduction
         required

                                       67
<PAGE>

         by this Section 10.04(d) with respect to such dividend or distribution
         shall then be made), immediately followed by

                  (6)      a dividend or distribution of such shares of Common
         Stock, such subdivision or combination or such rights or warrants (and
         any further Conversion Price reduction required by Sections 10.04(a),
         10.04(b) and 10.04(c) with respect to such dividend or distribution
         shall then be made), except:

                                    (A)      the Record Date of such dividend or
                           distribution shall be substituted as (x) "the date
                           fixed for the determination of stockholders entitled
                           to receive such dividend or other distribution",
                           "Record Date fixed for such determinations" and
                           "Record Date" within the meaning of Section 10.04(a),
                           (y) "the day upon which such subdivision becomes
                           effective" and "the day upon which such combination
                           becomes effective" within the meaning of Section
                           10.04(b), and (z) as "the date fixed for the
                           determination of stockholders entitled to receive
                           such rights or warrants", "the Record Date fixed for
                           the determination of the stockholders entitled to
                           receive such rights or warrants" and such "Record
                           Date" within the meaning of Section 10.04(c), and

                                    (B)      any shares of Common Stock included
                           in such dividend or distribution shall not be deemed
                           "outstanding at the close of business on the date
                           fixed for such determination" within the meaning of
                           Section 10.04(a) and any reduction or increase in the
                           number of shares of Common Stock resulting from such
                           subdivision or combination shall be disregarded in
                           connection with such dividend or distribution.

                  (e)      In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock cash (excluding any cash that is
distributed upon a reclassification, change, merger, consolidation, statutory
share exchange, combination, sale or conveyance to which Section 10.11 hereof
applies or as part of a distribution referred to in Section 10.04(d) hereof),
then and in each such case, immediately after the close of business on such
date, the Conversion Price shall be reduced so that the same shall equal the
price determined by multiplying the Conversion Price in effect immediately prior
to the close of business on such Record Date by a fraction:

                  (i)      the numerator of which shall be equal to the Current
         Market Price on the Record Date less an amount equal to the quotient of
         (x) the amount of such cash dividend or distribution and (y) the number
         of shares of Common Stock outstanding on the Record Date, and

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

However, in the event that the amount of such cash dividend or distribution
applicable to one share of Common Stock is equal to or greater than the Current
Market Price on the Record Date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each Holder shall

                                       68
<PAGE>

have the right to receive upon conversion of a Note (or any portion thereof) the
amount of cash such Holder would have received had such Holder converted such
Note (or portion thereof) immediately prior to such Record Date. In the event
that such cash dividend or distribution is not so paid or made, the Conversion
Price shall again be adjusted to be the Conversion Price that would then be in
effect if such cash dividend or distribution had not been declared.

                  (f)      In case a tender offer or exchange offer made by the
Company or any of its Subsidiaries for all or any portion of the Common Stock
shall expire and such tender offer or exchange offer (as amended upon the
expiration thereof) shall require the payment to stockholders (based on the
acceptance (up to any maximum specified in the terms of the tender offer or
exchange offer) of Purchased Shares (as defined below)) of cash and other
consideration having a fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and set forth in a Board
Resolution) exceeding the Current Market Price (determined as provided in
Section 10.04(g)) as of the last time (the "Expiration Time") tenders or
exchanges could have been made pursuant to such tender offer or exchange offer
(as it may be amended) times the number of shares of Common Stock outstanding
(including any tendered shares or exchanged shares) on the Expiration Time,
then, and in each such case, immediately prior to the opening of business on the
day after the date of the Expiration Time, the Conversion Price shall be
adjusted so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to close of business on the date of
the Expiration Time by a fraction:

                           (i)      the numerator of which shall be the number
                  of shares of Common Stock outstanding (including any tendered
                  or exchanged shares) at the Expiration Time multiplied by the
                  Current Market Price of the Common Stock on the Trading Day
                  next succeeding the Expiration Time, and

                           (ii)     the denominator shall be the sum of (x) the
                  fair market value (determined as aforesaid) of the aggregate
                  cash and other consideration payable to stockholders based on
                  the acceptance (up to any maximum specified in the terms of
                  the tender offer or exchange offer) of all shares validly
                  tendered or exchanged and not withdrawn as of the Expiration
                  Time (the shares deemed so accepted, up to any such maximum,
                  being referred to as the "Purchased Shares") and (y) the
                  product of the number of shares of Common Stock outstanding
                  (less any Purchased Shares) on the Expiration Time and the
                  Current Market Price of the Common Stock on the Trading Day
                  next succeeding the Expiration Time.

Such reduction (if any) shall become effective immediately prior to the opening
of business on the day following the Expiration Time. In the event that the
Company is obligated to repurchase shares pursuant to any such tender offer or
exchange offer, but the Company is permanently prevented by applicable law from
effecting any such repurchases or all such repurchases are rescinded, the
Conversion Price shall again be adjusted to be the Conversion Price which would
then be in effect if such tender offer or exchange offer had not been made. If
the application of this Section 10.04(f) to any tender offer or exchange offer
would result in an increase in the Conversion Price, no adjustment shall be made
for such tender offer or exchange offer under this Section 10.04(f).

                                       69
<PAGE>

         (g)      For purposes of this Section 10.04, the following terms shall
have the meanings indicated:

                  (1)      "Current Market Price" shall mean the average of the
         daily Closing Prices per share of Common Stock for the ten consecutive
         Trading Days immediately prior to the date in question; provided,
         however, that if:

                           (i)      the "ex" date (as hereinafter defined) for
                  any event (other than the issuance or distribution requiring
                  such computation) that requires an adjustment to the
                  Conversion Price pursuant to Section 10.04(a), (b), (c), (d),
                  (e) or (f) occurs during such ten consecutive Trading Days,
                  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 same fraction by which the Conversion
                  Price is so required to be adjusted as a result of such other
                  event;

                           (ii)     the "ex" date for any event (other than the
                  issuance or distribution requiring such computation) that
                  requires an adjustment to the Conversion Price pursuant to
                  Section 10.04(a), (b), (c), (d), (e) or (f) occurs on or after
                  the "ex" date for the issuance or distribution requiring such
                  computation and prior to the day 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 reciprocal of the fraction by which the
                  Conversion Price is so required to be adjusted as a result of
                  such other event; and

                           (iii)    the "ex" date for the issuance or
                  distribution requiring such computation is prior to the day in
                  question, after taking into account any adjustment required
                  pursuant to clause (i) or (ii) of this proviso, the Closing
                  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 (as determined by the Board of Directors in a
                  manner consistent with any determination of such value for
                  purposes of Section 10.04(d) or (f), whose determination shall
                  be conclusive and set forth in a Board Resolution) of the
                  evidences of indebtedness, shares of capital stock or assets
                  being distributed applicable to one share of Common Stock as
                  of the close of business on the day before such "ex" date.

For purposes of any computation under Section 10.04(f), the Current Market Price
of the Common Stock on any date shall be deemed to be the average of the daily
Closing Prices per share of Common Stock for such day and the next two
succeeding Trading Days; provided, however, that if the "ex" date for any event
(other than the tender offer requiring such computation) that requires an
adjustment to the Conversion Price pursuant to Section 10.04(a), (b), (c), (d),
(e) or (f) occurs on or after the Expiration Time for the tender or exchange
offer requiring such computation and prior to the day in question, the Closing
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 reciprocal of the fraction
by which the Conversion Price is so required to be adjusted as a result of such
other event. For purposes of this paragraph, the term "ex" date, when used:

                                       70
<PAGE>

                  (A)      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;

                  (B)      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

                  (C)      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 offer.

Notwithstanding the foregoing, whenever successive adjustments to the Conversion
Price are called for pursuant to this Section 10.04, such adjustments shall be
made to the Current Market Price as may be necessary or appropriate to
effectuate the intent of this Section 10.04 and to avoid unjust or inequitable
results as determined in good faith by the Board of Directors.

                  (2)      "fair market value" shall mean the amount that a
         willing buyer would pay a willing seller in an arm's length
         transaction.

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

                  (h)      The Company may make such reductions in the
Conversion Price, in addition to those required by Section 10.04(a), (b), (c),
(d), (e) or (f), as the Board of Directors considers to be advisable to avoid or
diminish any income tax to holders of Common Stock or rights to purchase Common
Stock resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.

                  To the extent permitted by applicable law, the Company from
time to time may reduce the Conversion Price by any amount for any period of
time if the period is at least 20 days and the reduction is irrevocable during
the period and the Board of Directors determines in good faith that such
reduction would be in the best interests of the Company, which determination
shall be conclusive and set forth in a Board Resolution. Whenever the Conversion
Price is reduced pursuant to the preceding sentence, the Company shall mail to
the Trustee and each Holder at the address of such Holder as it appears in the
Register a notice of the reduction at least 15 days prior to the date the
reduced Conversion Price takes effect, and such notice shall state the reduced
Conversion Price and the period during which it will be in effect.

                  (i)      No adjustment in the Conversion Price shall be
required unless such adjustment would require an increase or decrease of at
least 1% in the Conversion Price then in

                                       71
<PAGE>

effect; provided, however, that any adjustments which by reason of this Section
10.04(i) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Article 10
shall be made by the Company and shall be made to the nearest cent or to the
nearest one hundredth of a share, as the case may be. No adjustment need be made
for a change in the par value or no par value of the Common Stock.

                  (j)      In any case in which this Section 10.04 provides that
an adjustment shall become effective immediately after a Record Date for an
event, the Company may defer until the occurrence of such event (i) issuing to
the Holder of any Note converted after such Record Date and before the
occurrence of such event the additional shares of Common Stock issuable upon
such conversion by reason of the adjustment required by such event over and
above the Common Stock issuable upon such conversion before giving effect to
such adjustment and (ii) paying to such holder any amount in cash in lieu of any
fraction pursuant to Section 10.03 hereof.

                  (k)      For purposes of this Section 10.04, the number of
shares of Common Stock at any time outstanding shall not include shares held in
the treasury of the Company but shall include shares issuable in respect of
scrip certificates issued in lieu of fractions of shares of Common Stock. The
Company will not pay any dividend or make any distribution on shares of Common
Stock held in the treasury of the Company.

                  SECTION 10.05 Notice of Adjustments of Conversion Price.
Whenever the Conversion Price is adjusted as herein provided (other than in the
case of an adjustment pursuant to the second paragraph of Section 10.04(h) for
which the notice required by such paragraph has been provided), the Company
shall promptly file with the Trustee and any Conversion Agent other than the
Trustee an Officers' Certificate setting forth the adjusted Conversion Price and
showing in reasonable detail the facts upon which such adjustment is based.
Promptly after delivery of such Officers' Certificate, the Company shall prepare
a notice stating that the Conversion Price has been adjusted and setting forth
the adjusted Conversion Price and the date on which each adjustment becomes
effective, and shall mail such notice to each Holder at the address of such
Holder as it appears in the Register within 20 days of the effective date of
such adjustment. Failure to deliver such notice shall not effect the legality or
validity of any such adjustment.

                  SECTION 10.06 Notice Prior to Certain Actions. In case at any
time after the date hereof:

                  (1)      the Company shall declare a dividend (or any other
         distribution) on its Common Stock payable otherwise than in cash out of
         its capital surplus or its consolidated retained earnings;

                  (2)      the Company shall authorize the granting to the
         holders of its Common Stock of rights or warrants to subscribe for or
         purchase any shares of capital stock of any class (or of securities
         convertible into shares of capital stock of any class) or of any other
         rights;

                  (3)      there shall occur any reclassification of the Common
         Stock of the Company (other than a subdivision or combination of its
         outstanding Common Stock, a

                                       72
<PAGE>

         change in par value, a change from par value to no par value or a
         change from no par value to par value), or any merger, consolidation,
         statutory share exchange or combination to which the Company is a party
         and for which approval of any shareholders of the Company is required,
         or the sale, transfer or conveyance of all or substantially all of the
         assets of the Company; or

                  (4)      there shall occur the voluntary or involuntary
         dissolution, liquidation or winding up of the Company;

the Company shall cause to be filed at each office or agency maintained for the
purpose of conversion of Notes pursuant to Section 4.05 hereof, and shall cause
to be provided to the Trustee and all Holders in accordance with Section 10.02
hereof, at least 20 days (or 10 days in any case specified in clause (1) or (2)
above) prior to the applicable record or effective date hereinafter specified, a
notice stating:

                                    (A)      the date on which a record is to be
                           taken for the purpose of such dividend, distribution,
                           rights or warrants, or, if a record is not to be
                           taken, the date as of which the holders of Common
                           Stock of record to be entitled to such dividend,
                           distribution, rights or warrants are to be
                           determined, or

                                    (B)      the date on which such
                           reclassification, merger, consolidation, statutory
                           share exchange, combination, sale, transfer,
                           conveyance, 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, merger,
                           consolidation, statutory share exchange, sale,
                           transfer, dissolution, liquidation or winding up.

                  Neither the failure to give such notice nor any defect therein
shall affect the legality or validity of the proceedings or actions described in
clauses (1) through (4) of this Section 10.06.

                  SECTION 10.07 Company to Reserve Common Stock. The Company
shall at all times use its best efforts to reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Notes, the full number of shares of fully
paid and nonassessable Common Stock then issuable upon the conversion of all
Notes outstanding.

                  SECTION 10.08 Taxes on Conversions. Except as provided in the
next sentence, the Company will pay any and all taxes (other than taxes on
income) and duties that may be payable in respect of the issue or delivery of
shares of Common Stock on conversion of Notes pursuant hereto. A Holder
delivering a Note for conversion shall be liable for and will be required to pay
any tax or duty which 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 Note or Notes to be converted, and no such issue or delivery shall
be made unless the Person

                                       73
<PAGE>

requesting such issue has paid to the Company the amount of any such tax or
duty, or has established to the satisfaction of the Company that such tax or
duty has been paid.

                  SECTION 10.09 Covenant as to Common Stock. The Company
covenants that all shares of Common Stock which may be issued upon conversion of
Notes will upon issue be fully paid and nonassessable and, except as provided in
Section 10.08, the Company will pay all taxes, liens and charges with respect to
the issue thereof.

                  SECTION 10.10 Cancellation of Converted Notes. All Notes
delivered for conversion shall be delivered to the Trustee to be canceled by or
at the direction of the Trustee, which shall dispose of the same as provided in
Section 2.10.

                  SECTION 10.11 Effect of Reclassification, Consolidation,
Merger or Sale. If any of following events occur, namely:

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

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

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

the Company or the successor or purchasing corporation, as the case may be,
shall execute with the Trustee a supplemental indenture (which shall comply with
the TIA as in force at the date of execution of such supplemental indenture if
such supplemental indenture is then required to so comply) providing that the
Note shall be convertible into the kind and amount of shares of stock and other
securities or property or assets (including cash) which the Holders would have
been entitled to receive upon such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance had the
Notes been converted into Common Stock immediately prior to such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance assuming such holder of Common Stock did not
exercise its rights of election, if any, as to the kind or amount of securities,
cash or other property receivable upon such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance
(provided that, if the kind or amount of securities, cash or other property
receivable upon such reclassification, change, merger, consolidation, statutory
share exchange, combination, sale or conveyance is not the same for each share
of Common Stock in respect of which such rights of election shall not have been
exercised ("Non-Electing Share"), then for the purposes of this Section 10.11
the kind and amount of securities, cash or other property receivable upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance for each Non-Electing Share shall be deemed to
be

                                       74
<PAGE>

the kind and amount so receivable per share by a plurality of the Non-Electing
Shares). Such supplemental indenture shall provide for adjustments that shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Article 10. If, in the case of any such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance, the
stock or other securities and assets receivable thereupon by a holder of shares
of Common Stock includes shares of stock or other securities and assets of a
corporation other than the successor or purchasing corporation, as the case may
be, in such reclassification, change, merger, consolidation, statutory share
exchange, combination, sale or conveyance, then such supplemental indenture
shall also be executed by such other corporation and shall contain such
additional provisions to protect the interests of the Holders of the Notes as
the Board of Directors shall reasonably consider necessary by reason of the
foregoing, including to the extent practicable the provisions providing for the
repurchase rights set forth in Section 3.09 or Section 3.10, as the case may be,
hereof.

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

                  The above provisions of this Section 10.11 shall similarly
apply to successive reclassifications, mergers, consolidations, statutory share
exchanges, combinations, sales and conveyances.

                  If this Section 10.11 applies to any event or occurrence,
Section 10.04 hereof shall not apply.

                  SECTION 10.12 Adjustment for Other Distributions. If, after
the Issue Date of the Notes, the Company pays a dividend or makes a distribution
to all holders of its Common Stock consisting of Capital Stock of any class or
series, or similar equity interests, of or relating to a Subsidiary or other
business unit of the Company, the Conversion Price shall be adjusted in
accordance with the formula:

                           P' = P x 1/(1 + F/M)
where:

         P' = the adjusted Conversion Price.

         P  = the current Conversion Price.

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

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

                                       75
<PAGE>

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

                  SECTION 10.13 Responsibility of Trustee for Conversion
Provisions. The Trustee, subject to the provisions of Section 7.01 hereof, and
any Conversion Agent shall not at any time be under any duty or responsibility
to any Holder of Notes to determine whether any facts exist which may require
any adjustment of the Conversion Price, or with respect to the nature or intent
of any such adjustments when made, or with respect to the method employed, or
herein or in any supplemental indenture provided to be employed, in making the
same. Neither the Trustee, subject to the provisions of Section 7.01 hereof, nor
any Conversion Agent shall be accountable with respect to the validity or value
(of the kind or amount) of any Common Stock, or of any other securities or
property, which may at any time be issued or delivered upon the conversion of
any Note; and it or they do not make any representation with respect thereto.
Neither the Trustee, subject to the provisions of Section 7.01 hereof, nor any
Conversion Agent shall be responsible for any failure of the Company to make any
cash payment or to issue, transfer or deliver any shares of stock or share
certificates or other securities or property upon the surrender of any Note for
the purpose of conversion; and the Trustee, subject to the provisions of Section
7.01 hereof, and any Conversion Agent shall not be responsible or liable for any
failure of the Company to comply with any of the covenants of the Company
contained in this Article 10.

                                   ARTICLE 11

                                  SUBORDINATION

                  SECTION 11.01 Agreement to Subordinate. The Company agrees,
and each Holder by accepting a Note agrees, that the indebtedness, interest
(including Liquidated Damages, if any) and other obligations of any kind
evidenced by the Notes and this Indenture are

                                       76
<PAGE>

(i) subordinated in right of payment, to the extent and in the manner provided
in this Article 11, to the prior payment in full in cash or cash equivalents (or
otherwise to the extent holders of Senior Indebtedness accept satisfaction of
amounts due by settlement in other than cash or cash equivalents) of all Senior
Indebtedness (whether outstanding on the date hereof or hereafter created,
incurred, assumed or guaranteed), except to the extent of the U.S. Government
obligations (or the proceeds thereof) pledged as security for the exclusive
benefit of the Holders pursuant to the Pledge Agreement, and (ii) that the
subordination is for the benefit of the holders of Senior Indebtedness.
Notwithstanding the foregoing, the Notes rank pari passu in right of payment
with the Company's 5 1/4% convertible subordinated notes due 2008, except to the
extent of the U.S. Government Obligations (or the proceeds thereof) pledged as
security for the exclusive benefit of the Holders and the holders of the 5 1/4%
convertible subordinated notes, as applicable.

                  SECTION 11.02 Liquidation; Dissolution; Bankruptcy. In the
event of any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relating to the Company or to its assets, or any liquidation,
dissolution or other winding-up of the Company, whether voluntary or
involuntary, or any assignment for the benefit of creditors or other marshaling
of assets or liabilities of the Company (except in connection with the
consolidation or merger of the Company or its liquidation or dissolution
following the conveyance, transfer or lease of its properties and assets
substantially upon the terms and conditions described in Article 5), the holders
of Senior Indebtedness will be entitled to receive payment in full in cash or
cash equivalents of all Senior Indebtedness (or otherwise to the extent holders
of Senior Indebtedness accept satisfaction of amounts due by settlement in other
than cash or cash equivalents), or provision shall be made for such payment in
full, before the Noteholders will be entitled to receive any payment or
distribution of any kind or character (other than any payment or distribution
(a) in the form of equity securities or subordinated securities of the Company
or any successor obligor that, in the case of any such subordinated securities,
are subordinated in right of payment to all Senior Indebtedness that may at the
time be outstanding to at least the same extent as the Notes are so subordinated
(such equity securities or subordinated securities hereinafter being "Permitted
Junior Securities") and (b) in the form of the Pledged Securities or the
proceeds thereof) on account of principal of, or additional interest in the form
of Liquidated Damages if any, or interest on the Notes; and any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (other than a payment or distribution (a) in the form of
Permitted Junior Securities and (b) in the form of the Pledged Securities or the
proceeds thereof), by set-off or otherwise, to which the Noteholders or the
Trustee would be entitled but for the provisions of this Article 11 shall be
paid by the liquidating trustee or agent or other person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives ratably according to the aggregate amounts
remaining unpaid on account of the Senior Indebtedness to the extent necessary
to make payment in full of all Senior Indebtedness remaining unpaid, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness.

                  SECTION 11.03 Default on Designated Senior Indebtedness. (a)
No payment or distribution of any assets of the Company of any kind or
character, whether in cash, property or securities (other than (a) Permitted
Junior Securities and (b) in the form of the

                                       77
<PAGE>

Pledged Securities or the proceeds thereof), may be made by or on behalf of the
Company on account of principal of or interest or Liquidated Damages on the
Notes or on account of the repurchase, redemption or other acquisition of Notes
upon the occurrence of any Payment Default until such Payment Default shall have
been cured or waived in writing or shall have ceased to exist or such Designated
Senior Indebtedness shall have been discharged or paid in full in cash or cash
equivalents (or otherwise to the extent holders of Senior Indebtedness accept
satisfaction of amounts due by settlement in other than cash or cash
equivalents). "Payment Default" shall mean a default in payment, whether at
scheduled maturity, upon scheduled installment, by acceleration or otherwise, of
principal of or premium, if any, or interest on Designated Senior Indebtedness
beyond any applicable grace period.

                  (b)      No payment or distribution of any assets of the
Company of any kind or character, whether in cash, property or securities (other
than (a) Permitted Junior Securities and (b) in the form of the Pledged
Securities or the proceeds thereof), may be made by or on behalf of the Company
on account of principal of or interest or Liquidated Damages, if any, on the
Notes or on account of the repurchase, redemption or other acquisition of Notes
during a Payment Blockage Period (as defined below), upon the occurrence of any
default or event of default with respect to any Designated Senior Indebtedness
other than any Payment Default pursuant to which the maturity thereof may be
accelerated (a "Non-Payment Default") and receipt by the Trustee of written
notice thereof from the trustee or other representative of holders of Designated
Senior Indebtedness.

                  The Payment Blockage Period shall mean the period (each, a
"Payment Blockage Period") that will commence upon the date of receipt by the
Trustee of written notice from the trustee or such other representative of the
holders of the Designated Senior Indebtedness in respect of which the
Non-Payment Default exists and shall end on the earliest of:

                  (i)      179 days thereafter (provided that any Designated
         Senior Indebtedness as to which notice was given shall not theretofore
         have been accelerated);

                  (ii)     the date on which such Non-Payment Default is cured,
         waived or ceases to exist;

                  (iii)    the date on which such Designated Senior Indebtedness
         is discharged or paid in full; or

                  (iv)     the date on which such Payment Blockage Period shall
         have been terminated by written notice to the Trustee or the Company
         from the trustee or such other representative initiating such Payment
         Blockage Period,

after which the Company will resume making any and all required payments in
respect of the Notes, including any missed payments. In any event, not more than
one Payment Blockage Period may be commenced during any period of 365
consecutive days. No Non-Payment Default that existed or was continuing on the
date of the commencement of any Payment Blockage Period will be, or can be made,
the basis for the commencement of a subsequent Payment Blockage Period, unless
such Non-Payment Default has been cured or waived for a

                                       78
<PAGE>

period of not less than 90 consecutive days subsequent to the commencement of
such initial Payment Blockage Period.

                  SECTION 11.04 Acceleration of Notes. If payment of the Notes
is accelerated because of an Event of Default, the Company shall promptly notify
holders of Senior Indebtedness of the acceleration.

                  SECTION 11.05 When Distribution Must Be Paid Over. In the
event that, notwithstanding the provisions of Sections 11.02 and 11.03, any
payment or distribution of any kind or character, whether in cash, property or
securities, shall be received by the Trustee or any Noteholder which is
prohibited by such provisions, then and in such event such payment shall be held
in trust for the benefit of, and shall be paid over and delivered by such
Trustee or Noteholder to, the trustee or any other representative of holders of
Senior Indebtedness, as their interest may appear, for application to Senior
Indebtedness remaining unpaid until all such Senior Indebtedness has been paid
in full in cash or cash equivalents (or otherwise to the extent holders of
Senior Indebtedness accept satisfaction of amounts due by settlement in other
than cash or cash equivalents) after giving effect to any concurrent
distribution to or for the holders of Senior Indebtedness.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform only such obligations on the part of the Trustee
as are specifically set forth in this Article 11, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. 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 the Trustee shall pay over or distribute to or on
behalf of Noteholders or the Company or any other Person money or assets to
which any holders of Senior Indebtedness shall be entitled by virtue of this
Article 11, except if such payment is made as a result of the willful misconduct
or gross negligence of the Trustee.

                  SECTION 11.06 Notice by the Company. The Company shall
promptly notify the Trustee and the Paying Agent of any facts known to the
Company that would cause a payment of any obligations with respect to the Notes
to violate this Article 11, but failure to give such notice shall not affect the
subordination of the Notes to the Senior Indebtedness as provided in this
Article 11.

                  SECTION 11.07 Subrogation. After all Senior Indebtedness is
paid in full and until the Notes are paid in full, Noteholders shall be
subrogated (equally and ratably with all other Indebtedness that is equal in
right of payment to the Notes) to the rights of holders of Senior Indebtedness
to receive distributions applicable to Senior Indebtedness to the extent that
distributions otherwise payable to the Noteholders have been applied to the
payment of Senior Indebtedness. A distribution made under this Article 11 to
holders of Senior Indebtedness that otherwise would have been made to
Noteholders is not, as between the Company and Noteholders, a payment by the
Company of the Notes.

                  SECTION 11.08 Relative Rights. This Article 11 defines the
relative rights of Holders and holders of Senior Indebtedness. Nothing in this
Indenture shall: (i) impair, as between the Company and Holders, the obligation
of the Company, which is absolute and

                                       79
<PAGE>

unconditional, to pay principal of and interest (including Liquidated Damages,
if any) on the Notes in accordance with their terms; (ii) affect the relative
rights of Holders other than their rights in relation to holders of Senior
Indebtedness; or (iii) prevent the Trustee or any Holder from exercising its
available remedies upon a Default or Event of Default, subject to the rights of
holders and owners of Senior Indebtedness to receive distributions and payments
otherwise payable to Holders of Notes. If the Company fails because of this
Article 11 to pay principal of or interest on a Note on the Stated Maturity
Date, the failure is still a Default or Event of Default.

                  SECTION 11.09 Subordination May Not Be Impaired by the
Company. No right of any holder of Senior Indebtedness to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or any Holder or by the failure of the
Company or any Holder to comply with this Indenture.

                  Without in any way limiting the generality of this Section
11.09, 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, without
incurring responsibility to the Trustee or the Holders and without impairing or
releasing the subordination provided in this Article 11 or the obligations
hereunder of the Holders 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 any
instrument evidencing the same or any agreement under which Senior Indebtedness
is outstanding or secured; (b) sell, exchange, release, foreclose against 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 Subsidiary thereof or any other Person.

                  SECTION 11.10 Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of any Senior
Indebtedness, the distribution may be made and the notice given to their trustee
or representative.

                  Upon any payment or distribution of assets of the Company
referred to in this Article 11, the Trustee and the Holders of Notes shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such representative(s) or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders for the purpose of ascertaining the Persons entitled
to participate in such distribution, all 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 11.

                  SECTION 11.11 Rights of Trustee and Paying Agent.
Notwithstanding the provisions of this Article 11 or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment or distribution by the
Trustee, and the Trustee and the Paying Agent may continue to make payments on
the Notes, unless a Responsible Officer of the Trustee shall have received at
its Corporate Trust Office at least three Business Days prior to the date of
such payment written notice of facts that would cause the payment of any
obligations with respect to the Notes to violate this Article 11. Only the
Company or any representative of the holders of Senior

                                       80
<PAGE>

Indebtedness may give the notice. Nothing in this Article 11 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.06.

                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness with the same rights it would have if it were not Trustee.

                                   ARTICLE 12
                                    SECURITY

                  SECTION 12.01 Security.

                  (a)      At the Closing Time, the Company shall (i) enter into
the Pledge Agreement and comply with the terms and provisions thereof and (ii)
purchase the Initial Pledged Securities to be pledged to the Collateral Agent
for the benefit of the Trustee and the ratable benefit of the Holders in such
amount as will be sufficient upon receipt of scheduled interest and principal
payments of such Initial Pledged Securities, as computed by the Company and
verified for mathematical accuracy by Ernst & Young LLP, independent public
accountants, or another nationally recognized firm of independent public
accountants selected by the Company, to provide for payment in full of the first
eight scheduled interest payments due on the Notes. The Initial Pledged
Securities shall be pledged by the Company to the Collateral Agent for the
benefit of the Trustee and the ratable benefit of the Holders and shall be held
by the Collateral Agent in the Collateral Account pending disposition pursuant
to the Pledge Agreement.

                  (b)      On each relevant Date of Delivery (if such Date of
Delivery is different from the Closing Time), the Company shall (i) enter into a
supplement to the Pledge Agreement and comply with the terms and provisions
thereof and (ii) purchase the Additional Pledged Securities to be pledged to the
Collateral Agent for the benefit of the Trustee and the ratable benefit of the
Holders in such amount as will be sufficient upon receipt of scheduled interest
and principal payments of such Additional Pledged Securities, as computed by the
Company and verified for mathematical accuracy by Ernst & Young LLP, independent
public accountants, or another nationally recognized firm of independent public
accountants selected by the Company, to provide for payment in full of the first
eight scheduled interest payments due on the Notes issued in connection
therewith. The Additional Pledged Securities shall be pledged by the Company to
the Collateral Agent for the benefit of the Trustee and the ratable benefit of
the Holders and shall be held by the Collateral Agent in the Collateral Account
pending disposition pursuant to the Pledge Agreement.

                  (c)      Each Holder, by its acceptance of a Note, consents
and agrees to the terms of the Pledge Agreement (including, without limitation,
the provisions providing for foreclosure and release of the Pledged Securities)
as the same may be in effect or may be amended from time to time in writing by
the parties thereto (provided that no amendment that would materially adversely
affect the rights of the Holders may be effected without the consent of each
Holder affected thereby), and authorizes and directs the Trustee and the
Collateral Agent to enter into the Pledge Agreement and to perform its
respective obligations and exercise its respective rights thereunder in
accordance therewith. The Company will do or cause to be done all such acts and
things as may be necessary or proper, or as may be required by the provisions of
the Pledge

                                       81
<PAGE>

Agreement, to assure and confirm to the Trustee and the Collateral Agent the
security interest in the Pledged Securities contemplated hereby, by the Pledge
Agreement or any part thereof, as from time to time constituted, so as to render
the same available for the security and benefit of this Indenture and of the
Notes secured hereby, according to the intent and purpose herein expressed. The
Company shall take, or shall cause to be taken, upon request of the Trustee or
the Collateral Agent, any and all actions reasonably required to cause the
Pledge Agreement to create and maintain, as security for the obligations of the
Company under this Indenture and the Notes as provided in the Pledge Agreement,
valid and enforceable first priority perfected liens in and on all the Pledged
Securities, in favor of the Collateral Agent for the benefit of the Trustee and
the ratable benefit of the Holders, superior to and prior to the rights of third
Persons and subject to no other Liens.

                  (d)      The release of any Pledged Securities pursuant to the
Pledge Agreement will not be deemed to impair the security under this Indenture
in contravention of the provisions hereof if and to the extent the Pledged
Securities are released pursuant to this Indenture and the Pledge Agreement. To
the extent applicable, the Company shall cause Section 314(d) of the TIA
relating to the release of property or securities from the Lien and security
interest of the Pledge Agreement and relating to the substitution therefor of
any property or securities to be subjected to the Lien and security interest of
the Pledge Agreement to be complied with. Any certificate or opinion required by
Section 314(d) of the TIA may be made by an Officer of the Company, except in
cases where Section 314(d) of the TIA requires that such certificate or opinion
be made by an independent Person, which Person shall be an independent engineer,
appraiser or other expert selected by the Company.

                  (e)      The Company shall cause Section 314(b) of the TIA,
relating to Opinions of Counsel regarding the Lien under the Pledge Agreement,
to be complied with. The Trustee may, to the extent permitted by Section 7.01
and 7.02 hereof, accept as conclusive evidence of compliance of the foregoing
provisions the appropriate statements contained in such Opinions of Counsel.

                  (f)      The Trustee and the Collateral Agent may, in their
sole discretion and without the consent of the Holders, on behalf of the
Holders, take all actions they deem necessary or appropriate in order to (i)
enforce any of the terms of the Pledge Agreement and (ii) collect and receive
any and all amounts payable in respect of the obligations of the Company
thereunder. The Trustee and the Collateral Agent shall have the authority
necessary in order to institute and maintain such suits and proceedings as the
Trustee and the Collateral Agent may deem expedient to preserve or protect its
interests and the interests of the Holders in the Pledged Securities (including
the authority to institute and maintain suits or proceedings to restrain the
enforcement of, or compliance with, any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the security interest hereunder or be prejudicial to the interests of the
Holders, the Collateral Agent or the Trustee).

                  (g)      Beyond the exercise of reasonable care in the custody
and preservation thereof, the Trustee and the Collateral Agent shall have no
duty as to any Pledged Securities in their possession or any income thereon or
as to preservation of rights against prior parties or any other rights
pertaining thereto, and the Trustee and the Collateral Agent shall not be
responsible

                                       82
<PAGE>

for filing any financing or continuation statements or recording any documents
or instruments in any public office at any time or times or otherwise perfecting
or maintaining the perfection of any security interest in the Pledged
Securities. Each of the Trustee and the Collateral Agent shall be deemed to have
exercised reasonable care in the custody and preservation of the Pledged
Securities in its possession if the Pledged Securities are accorded treatment
substantially equal to that which it accords its own property or property held
in similar accounts and shall not be liable or responsible for any loss or
diminution in the value of any of the Pledged Securities, by reason of the act
or omission of the Collateral Agent, any carrier, forwarding agency or other
agent or bailee selected by the Trustee in good faith.

                  (h)      The Trustee shall not be responsible for the
existence, genuineness or value of any of the Pledged Securities or for the
validity, perfection, priority or enforceability of the Liens in any of the
Pledged Securities, whether impaired by operation of law or otherwise, for the
validity or sufficiency of the Pledged Securities or any agreement or assignment
contained therein, for the validity of the title of the Company to the Pledged
Securities, for insuring the Pledged Securities or for the payment of taxes,
charges, assessments or Liens upon the Pledged Securities or otherwise as to the
maintenance of the Pledged Securities. The Trustee shall have no duty to
ascertain or inquire as to the performance or observance of any of the terms of
this Indenture or the Pledge Agreement by the Company or the Collateral Agent.

                                   ARTICLE 13

                                  MISCELLANEOUS

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

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

                                       83
<PAGE>

         if to the Company:

                  Finisar Corporation
                  1308 Moffett Park Drive
                  Sunnyvale, CA 94089
                  Attention: Chief Financial Officer
                  Telephone No.: (408) 548-1000
                  Facsimile No.: (408) 541-4154

         if to the Trustee:

                  U.S. Bank Trust National Association
                  100 Wall Street, 16th Floor
                  New York, New York 10005
                  Attention: Corporate Trust Administration
                  Telephone No.: (212) 361-2458/2517
                  Facsimile No.: (212) 809-5459

                  The Company or the Trustee by notice given to the other in the
manner provided above may designate additional or different addresses for
subsequent notices or communications.

                  Any notice or communication given to a Noteholder shall be
mailed to the Noteholder, by first-class mail, postage prepaid, at the
Noteholder's address as it appears on the registration books of the Registrar
and shall be sufficiently given if so mailed within the time prescribed.

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

                  If the Company mails a notice or communication to the
Noteholders, it shall mail a copy to the Trustee and each Registrar, Paying
Agent, Conversion Agent or co-registrar.

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

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

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

                                       84
<PAGE>

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

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

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

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

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

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

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

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

                  SECTION 13.08 Legal Holidays. A "Legal Holiday" is any day
other than a Business Day. If any specified date (including a date for giving
notice) is a Legal Holiday, the action shall be taken on the next succeeding day
that is not a Legal Holiday, and, if the action to be taken on such date is a
payment in respect of the Notes, no interest, if any, shall accrue for the
intervening period.

                  SECTION 13.09 GOVERNING LAW. THIS INDENTURE AND THE NOTES WILL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES.

                  SECTION 13.10 No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Notes or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Noteholder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Notes.

                                       85
<PAGE>

                  SECTION 13.11 Successors. All agreements of the Company in
this Indenture and the Notes shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

                  SECTION 13.12 Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.

                                       86
<PAGE>

                  IN WITNESS WHEREOF, the undersigned, being duly authorized,
have executed this Indenture on behalf of the respective parties hereto as of
the date first above written.

                               FINISAR CORPORATION

                               By: /s/ Jerry S. Rawls
                                   ------------------------------------
                                   Name: Jerry S. Rawls
                                   Title: President and Chief Executive Officer

                               U.S. BANK TRUST NATIONAL ASSOCIATION,
                               as Trustee

                               By: /s/ Adam Berman
                                   ------------------------------------
                                   Name: Adam Berman
                                   Title: Assistant Vice President

<PAGE>

                                   EXHIBIT A-1

                           FORM OF FACE OF GLOBAL NOTE

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

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

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE EXPIRATION OF THE
HOLDING PERIOD UNDER RULE 144(k) (OR ANY SUCCESSOR THERETO) UNDER THE SECURITIES
ACT WHICH IS APPLICABLE TO THIS SECURITY OR (Y) BY ANY HOLDER THAT WAS AN
"AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE
COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH RESALE,
PLEDGE OR OTHER TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501 (a) (1), (2) OR (7) UNDER THE SECURITIES ACT ("INSTITUTIONAL
ACCREDITED INVESTOR") THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES
AND NOT FOR DISTRIBUTION AND IN A PRINCIPAL AMOUNT OF AT LEAST $250,000, AND
THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE COMPANY AND THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED

                                     A-1-1
<PAGE>

HEREBY (THE FORM OF WHICH LETTER MAY BE OBTAINED FROM THE TRUSTEE), (4) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. PRIOR TO A TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER PURSUANT TO
CLAUSE (5) ABOVE), THE HOLDER OF THIS SECURITY MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE COMPANY AND THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AND, IN THE CASE OF A TRANSFER PURSUANT TO CLAUSE (3) ABOVE, A LEGAL
OPINION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF
THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY
THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) AN INSTITUTIONAL
ACCREDITED INVESTOR AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES
AND NOT FOR DISTRIBUTION.

                                     A-1-2
<PAGE>

                               FINISAR CORPORATION

                 2 1/2% Convertible Subordinated Notes due 2010

No.: ___     CUSIP NO.:Restricted Note-31787AAD3
                       Note held by Institutional Accredited Investors-31787AAE1
                       When the Note is no longer restricted-31787AAF8

Issue Date: October 15, 2003

         FINISAR CORPORATION, a Delaware corporation, promises to pay to Cede &
Co. or registered assigns, the principal sum of [_______________] DOLLARS
($[_____________]) on October __, 2010.

         This Note shall bear interest as specified on the other side of this
Note. This Note is convertible as specified on the other side of this Note.

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

Dated: October 15, 2003                              FINISAR CORPORATION

                                                     By_________________________

                                                       Name:
                                                       Title:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee, certifies that this
is one of the Notes referred
to in the within-mentioned Indenture (as
defined on the other side of this Note).

By_____________________________
      Authorized Signatory

Dated: ______________________

                                     A-1-3
<PAGE>

                          FORM OF REVERSE SIDE OF NOTE

                  2 1/2% Convertible Subordinated Note due 2010

         Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture unless otherwise indicated.

1.       Cash Interest.

         The Company promises to pay interest at the Interest Rate in cash on
the principal amount of this Note. The Company will pay cash interest
semiannually in arrears on April 15 and October 15, of each year (each an
"Interest Payment Date"), beginning on April 15, 2004, to Holders of record at
the close of business on the preceding April 1 and October 1 (whether or not a
business day) (each a "Regular Record Date"), as the case may be, immediately
preceding such Interest Payment Date. Cash interest on the Notes will accrue
from the most recent date to which interest has been paid or duly provided or,
if no interest has been paid, from the Issue Date. Cash interest will be
computed on the basis of a 360-day year of twelve 30-day months. The Company
shall pay cash interest on overdue principal, or if shares of Common Stock (or
cash in lieu of fractional shares) in respect of a conversion of this Note in
accordance with the terms of Article 10 of the Indenture are not delivered when
due, at the rate borne by the Notes, and it shall pay interest in cash on
overdue installments of cash interest at the same rate to the extent lawful. All
such overdue cash interest shall be payable on demand.

         In accordance with the terms of the Registration Rights Agreement, if:

         (A)      on the 91st day after the earliest date of original issuance
                  of any of the Notes, the Shelf Registration Statement has not
                  been filed with the Commission;

         (B)      on the 181st day following the earliest date of original
                  issuance of any of the Notes, the Shelf Registration Statement
                  is not declared effective;

         (C)      the Shelf Registration Statement, previously declared
                  effective, shall cease to be effective or usable without being
                  succeeded within five Business Days by a post effective
                  amendment or report filed with the Commission pursuant to the
                  Exchange Act that cures the failure of the Shelf Registration
                  Statement to be effective or usable; or

         (D)      the Company suspends the use of any prospectus relating to the
                  Shelf Registration Statement for a period exceeding 30 days in
                  any three-month period or exceeding an aggregate of 90 days in
                  any 12-month period,

(each, a "Registration Default") additional interest in the form of Liquidated
Damages will accrue from and including the day of the Registration Default to,
but excluding, the day on which the Registration Default has been cured. To and
including the 90th day following such Registration Default, additional interest
in the form of Liquidated Damages will accrue on the Notes at a rate per year
equal to 0.25%. From and after the 91st day following such Registration Default,
additional interest in the form of Liquidated Damages will accrue on the Notes
at a rate per year equal to 0.50%. In no event shall the additional interest in
the form of Liquidated

                                     A-1-4
<PAGE>


Damages borne by the Notes be more than 0.50% per annum. Any amount of
Liquidated Damages will be payable in cash semiannually, in arrears, on each
Interest Payment Date and will cease to accrue on the date the Registration
Default is cured. The Holder of this Note is entitled to the benefits of the
Registration Rights Agreement.

2.       Method of Payment.

         Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of the principal of and cash interest on this Note and
in respect of Provisional Redemption Prices, Put Right Repurchase Prices and
Change in Control Repurchase Prices to Holders who surrender Notes to a Paying
Agent to collect such payments in respect of the Notes. The Company will pay
cash amounts in money of the United States that at the time of payment is legal
tender for payment of public and private debts. However, the Company may make
such cash payments by check payable in such money. A Holder with an aggregate
principal amount in excess of $5,000,000 will be paid by wire transfer in
immediately available funds at the election of such Holder. Any payment required
to be made on any day that is not a Business Day will be made on the next
succeeding Business Day.

3.       Paying Agent, Conversion Agent and Registrar.

         Initially, U.S. Bank Trust National Association (the "Trustee") will
act as Paying Agent, Conversion Agent and Registrar. The Company may appoint and
change any Paying Agent, Conversion Agent, Registrar or co-registrar without
notice, other than notice to the Trustee. The Company or any of its Subsidiaries
or any of their Affiliates may act as Paying Agent, Conversion Agent, Registrar
or co-registrar.

4.       Indenture.

         The Company issued the Notes under an Indenture, dated as of October
15, 2003 (the "Indenture"), between the Company and the Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the "TIA"). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Notes are subject to
all such terms, and Noteholders are referred to the Indenture and the TIA for a
statement of those terms.

         The Notes are general unsecured obligations of the Company (except as
provided in Paragraph 18 hereof) limited to an aggregate principal amount of
$150,000,000 (subject to Section 2.07 of the Indenture). The Indenture does not
limit other indebtedness of the Company, secured or unsecured.

5.       Provisional Redemption.

         The Notes may be redeemed at the election of the Company, in whole at
any time or in part from time to time, upon at least 30 but not more than 60
days' notice, at any time on or after October 15, 2007, at a redemption price
equal to 100% if the principal amount of the Notes redeemed plus accrued and
unpaid interest, if any, to but excluding the applicable Provisional Redemption
Date (provided however, if such Provisional Redemption Date is an Interest
Payment Date, the interest due on such Interest Payment Date shall be payable to
the Holder of

                                     A-1-5
<PAGE>

the Notes called for redemption and the Provisional Redemption Price shall not
include such interest payment), if the Closing Price of the Common Stock has
exceeded 150% of the Conversion Price then in effect for at least 20 Trading
Days in the consecutive 30-Trading Day period ending on the Trading Day
immediately preceding the Notice Date.

6.       Notice of Redemption.

         Notice of the Provisional Redemption will be mailed at least 30 days
but not more than 60 days before a Provisional Redemption Date to each Holder of
Notes to be redeemed at the Holder's registered address. If money sufficient to
pay the Provisional Redemption Price of all Notes (or portions thereof) to be
redeemed on a Provisional Redemption Date is deposited with the Paying Agent
prior to or on such Provisional Redemption Date, immediately after such
Provisional Redemption Date interest ceases to accrue on such Notes or portions
thereof. Notes in denominations larger than $1,000 of principal amount may be
redeemed in part but only in whole multiples of $1,000 of principal amount.

7.       Sinking Fund

         No sinking fund is provided for the Notes.

8.       Repurchase by the Company at the Option of the Holder; Repurchase by
         the Company at the Option of the Holder Upon a Change in Control.

         (a)      The Holder, at the Holder's option, shall have the right, in
accordance with the provisions of the Indenture, to require the Company to
repurchase this Note (or any portion of the principal amount hereof that is at
least $1,000 or any whole multiple thereof, provided that the portion of the
principal amount of this Note to be outstanding after such repurchase is at
least equal to $1,000) at the Put Right Repurchase Price in cash or Common Stock
or a combination thereof.

         Subject to the conditions provided in the Indenture, the Company may
elect to pay the Put Right Repurchase Price (to the extent not paid in cash) by
delivering a number of shares of Common Stock equal to (i) the Put Right
Repurchase Price divided by (ii) 95% of the average of the Closing Prices per
share for the five consecutive Trading Days immediately preceding and including
the third Trading Day prior to the Put Right Repurchase Date.

         No fractional shares of Common Stock will be issued upon repurchase of
any Notes. Instead of any fractional share of Common Stock, which would
otherwise be issued upon conversion of such Notes, the Company shall pay a cash
adjustment as provided in the Indenture.

         The Company Put Right Notice will be given by the Company to the
Holders as provided in the Indenture. To exercise a repurchase right, a Holder
must deliver to the Paying Agent a Put Right Repurchase Notice as provided in
the Indenture.

         Holders have the right to withdraw any Put Right Repurchase Notice by
delivering to the Paying Agent a written notice of withdrawal in accordance with
the provisions of the Indenture.

                                     A-1-6
<PAGE>

         (b)      If a Change in Control occurs, the Holder, at the Holder's
option, shall have the right, in accordance with the provisions of the
Indenture, to require the Company to repurchase this Note (or any portion of the
principal amount hereof that is at least $1,000 or any whole multiple thereof,
provided that the portion of the principal amount of this Note to be outstanding
after such repurchase is at least equal to $1,000) at the Change in Control
Repurchase Price in cash or Common Stock or a combination thereof.

         Subject to the conditions provided in the Indenture, the Company may
elect to pay the Change in Control Repurchase Price (to the extent not paid in
cash) by delivering a number of shares of Common Stock equal to (i) the Change
in Control Repurchase Price divided by (ii) 95% of the average of the Closing
Prices per share for the five consecutive Trading Days immediately preceding and
including the third Trading Day prior to the Change in Control Repurchase Date.

         No fractional shares of Common Stock will be issued upon repurchase of
any Notes. Instead of any fractional share of Common Stock, which would
otherwise be issued upon conversion of such Notes, the Company shall pay a cash
adjustment as provided in the Indenture.

         A Company Change in Control Notice will be given by the Company to the
Holders as provided in the Indenture. To exercise a repurchase right, a Holder
must deliver to the Paying Agent a Change in Control Repurchase Notice as
provided in the Indenture.

         Holders have the right to withdraw any Change in Control Repurchase
Notice by delivering to the Paying Agent a written notice of withdrawal in
accordance with the provisions of the Indenture.

9.       Conversion.

         Subject to the next two succeeding sentences, a Holder of a Note may
convert it into Common Stock of the Company at any time before the close of
business on October 15, 2010. If the Note is called for redemption, the Holder
may convert it at any time before the close of business on the Business Day
preceding the applicable Provisional Redemption Date. A Note in respect of which
a Holder has delivered a Put Right Repurchase Notice or a Change in Control
Repurchase Notice exercising the option of such Holder to require the Company to
repurchase such Note may be converted only if such notice of exercise is
withdrawn in accordance with the terms of the Indenture.

         The initial Conversion Price shall be equal to $3.705 per share of
Common Stock, subject to adjustment in certain events described in the
Indenture. The Company shall pay a cash adjustment as provided in the Indenture
in lieu of any fractional share of Common Stock.

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

                                     A-1-7
<PAGE>

10.      Conversion Arrangement on Call for Redemption.

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

11.      Denominations; Transfer; Exchange.

         The Notes are in fully registered form, without coupons, in
denominations of $1,000 of principal amount and whole multiples of $1,000. A
Holder may transfer or exchange Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not transfer or exchange
any Notes selected for redemption (except, in the case of a Note to be redeemed
in part, the portion of the Note not to be redeemed) or any Notes in respect of
which the Put Right Repurchase Notice or a Change in Control Repurchase Notice
has been given and not withdrawn (except, in the case of a Note to be
repurchased in part, the portion of the Note not to be repurchased) or any Notes
for a period of 15 days before the mailing of a notice of redemption of Notes to
be redeemed.

12.      Persons Deemed Owners.

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

13.      Unclaimed Money or Notes.

         The Trustee and the Paying Agent shall return to the Company upon
written request any money or Notes held by them for the payment of any amount
with respect to the Notes that remains unclaimed for two years, subject to
applicable unclaimed property law. After return to the Company, Holders entitled
to the money or Notes must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another person.

14.      Amendment; Waiver.

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in aggregate principal amount of the Notes at the time
outstanding and (ii) certain Defaults may be waived with the written consent of
the Holders of a majority in aggregate principal amount of the Notes at the time
outstanding. Subject to certain exceptions set forth in the Indenture, without
the consent of any Noteholder, the Company and the Trustee may amend the
Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency,
or to comply with Article 5 of the Indenture, to provide for uncertificated
Notes in addition to or in place of certificated Notes, or to modify any
provision in the Indenture or the Notes in order to conform the provision to the
corresponding description set forth in the offering memorandum, or to make any
change that does not adversely

                                     A-1-8
<PAGE>

affect the rights of any Noteholder or to comply with any requirement of the
Commission in connection with the qualification of the Indenture under the TIA.

15.      Defaults and Remedies.

         Under the Indenture, Events of Default include (1) the Company fails to
pay when due the principal of any of the Notes at maturity, upon redemption or
exercise of a repurchase right or otherwise, whether or not such payment is
prohibited by Article 11 of the Indenture; (2) the Company fails to pay an
installment of interest (including Liquidated Damages, if any) on any of the
Notes that continues for 30 days after the date when due, whether or not such
payment is prohibited by Article 11 of the Indenture; provided that a failure to
make any of the first eight scheduled interest payments on the Notes on the
applicable interest payment dates will constitute an event of default with no
grace period or cure period; (3) the Company fails 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 upon conversion
of a Note and such failure continues for 10 days after such delivery date; (4)
the Company fails to perform or observe any other term, covenant or agreement
contained in the Notes or the Indenture for a period of 60 days after written
notice of such failure, requiring the Company to remedy the same, shall have
been given to the Company by the Trustee or to the Company and the Trustee by
the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding; (5) (A) one or more defaults in the payment of any of the Company's
Indebtedness aggregating $5.0 million or more, when the same becomes due and
payable at the scheduled maturity thereof, and such default or defaults shall
have continued after any applicable grace period and shall not have been cured
or waived within 30 days after written notice of such default or defaults shall
have been given to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding or (B) any of the Company's Indebtedness aggregating $5.0 million or
more shall have been accelerated or otherwise declared due and payable, or
required to be prepaid or repurchased (other than by regularly scheduled
required prepayment) prior to the scheduled maturity thereof and such
acceleration is not cured, waived, rescinded nor annulled within 30 days after
written notice of such default or defaults shall have been given to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 25%
in aggregate principal amount of the Notes then outstanding; (6) certain events
of bankruptcy, insolvency or reorganization with respect to the Company or any
Significant Subsidiary; and (7) the Pledge Agreement shall cease to be in full
force and effect or enforceable other than in accordance with its terms. If an
Event of Default (other than an Event of Default specified in clause (6) or (7)
of Section 6.01 of the Indenture) occurs and is continuing, the Trustee, or the
Holders of at least 25% in aggregate principal amount of the Notes at the time
outstanding, may declare all the Notes to be due and payable immediately.
Certain events of bankruptcy or insolvency are Events of Default that will
result in the Notes becoming due and payable immediately upon the occurrence of
such Events of Default.

         Noteholders may not enforce the Indenture or the Notes, except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
Notes at the time outstanding may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Noteholders notice of any

                                     A-1-9
<PAGE>

continuing Default (except a Default in payment of amounts specified in clause
(1) or (2) above) if it determines that withholding notice is in their
interests.

16.      Subordination

         The payment of principal of and interest on the Notes will be
subordinated in right of payment, as set forth in the Indenture, to the prior
payment in full in cash or cash equivalents (or otherwise to the extent holders
of Senior Indebtedness accept satisfaction of amounts due by settlement in other
than cash or cash equivalents) of all Senior Indebtedness whether outstanding on
the date of the Indenture or thereafter incurred.

17.      Trustee Dealings with the Company.

         Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.

18.      Security

         The Company has entered into the Pledge Agreement and purchased and
pledged to the Collateral Agent for the benefit of the Trustee and the ratable
benefit of the Holders Pledged Securities in an amount sufficient upon receipt
of scheduled interest and principal payments on such securities to provide for
the payment in full of the first eight scheduled interest payments due on the
Notes. The Pledged Securities will be pledged by the Company to the Collateral
Agent for the benefit of the Trustee and the ratable benefit of the Holders and
will be held by the Collateral Agent in the Collateral Account pending
disbursement pursuant to the Pledge Agreement.

19.      No Recourse Against Others.

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each Noteholder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

20.      Authentication.

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

21.      Abbreviations.

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

                                     A-1-10
<PAGE>

21.      GOVERNING LAW.

         THE INDENTURE AND THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
CONFLICTS OF LAW PRINCIPLES.

         The Company will furnish to any Noteholder upon written request and
without charge a copy of the Indenture that has in it the text of this Note in
larger type. Requests may be made to:

                  Finisar Corporation
                  1308 Moffett Park Drive
                  Sunnyvale, CA  94089
                  Attention: Chief Financial Officer

                                     A-1-11
<PAGE>

          ASSIGNMENT FORM                          CONVERSION NOTICE
To assign this Note, fill in the form   To convert this Note into Common Stock
below:                                  of the Company, check the box:

I or we assign and transfer this Note   [ ]
to

_________________________________       To convert only part of this Note, state
_________________________________       the principal amount to be converted
                                        (which must be $1,000 or a whole
(Insert assignee' sec. Or tax ID no.)   multiple of $1,000):

_____________________________________   $__________________________

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

(Print or type assignee's name,         ________________________________________
address and zip code)                   ________________________________________
                                        (Insert other person's social sec. or
                                        tax ID no.)

And irrevocably appoint
                                        ________________________________________
_____________________ agent to
transfer this Note on the books of      ________________________________________
the Company. The agent may substitute
another to act for him.                 ________________________________________

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

________________________________________________________________________________

Date: _____________________ Your Signature:_____________________________________

________________________________________________________________________________
       (Sign exactly as your name appears on the other side of this Note)

                                     A-1-12
<PAGE>

                                   EXHIBIT A-2

                            Form of Certificated Note

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE EXPIRATION OF THE HOLDING
PERIOD UNDER RULE 144(k) (OR ANY SUCCESSOR THERETO) UNDER THE SECURITIES ACT
WHICH IS APPLICABLE TO THIS SECURITY OR (Y) BY ANY HOLDER THAT WAS AN
"AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE
COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH RESALE,
PLEDGE OR OTHER TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501 (a) (1), (2) OR (7) UNDER THE SECURITIES ACT ("INSTITUTIONAL
ACCREDITED INVESTOR") THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES
AND NOT FOR DISTRIBUTION AND IN A PRINCIPAL AMOUNT OF AT LEAST $250,000, AND
THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE COMPANY AND THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH
LETTER MAY BE OBTAINED FROM THE TRUSTEE), (4) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF
APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. PRIOR TO A
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (5) ABOVE),
THE HOLDER OF THIS SECURITY MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY
AND THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AND, IN THE CASE
OF A TRANSFER PURSUANT TO CLAUSE (3) ABOVE, A LEGAL OPINION AS THEY MAY
REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES
WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED
INSTITUTIONAL BUYER OR (2) AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT IS
HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION.

                                     A-2-1
<PAGE>

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

                                     A-2-2
<PAGE>

                               FINISAR CORPORATION

                 2 1/2% Convertible Subordinated Notes due 2010

No.:  __     CUSIP NO.:Restricted Note-31787AAD3
                       Note held by Institutional Accredited Investors-31787AAE1
                       When the Note is no longer restricted-31787AAF8

Issue Date: October 15, 2003

         FINISAR CORPORATION, a Delaware corporation, promises to pay to Cede &
Co. or registered assigns, the principal sum of [___________] DOLLARS
($[__________]) on October __, 2010.

         This Note shall bear interest as specified on the other side of this
Note. This Note is convertible as specified on the other side of this Note.

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

Dated: October 15, 2003                       FINISAR CORPORATION

                                              By_______________________________
                                                 Name:
                                                 Title:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee, certifies that this
is one of the Notes referred
to in the within-mentioned Indenture (as
defined on the other side of this Note).

By_____________________________
      Authorized Signatory

Dated: ________________________

                                     A-2-3
<PAGE>

                          Text of Reverse Side of Note

                              Use Exhibit A-1 Text

                                     A-2-4
<PAGE>

                                   EXHIBIT B-1

                              Transfer Certificate

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

         [ ]      A transfer of the Surrendered Notes is made to the Company or
any Subsidiaries; or

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

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

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

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

         [ ]      The transferee is an Affiliate of the Company.

DATE:

                                                          Signature(s)

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

                                     B-1-1
<PAGE>

                                   EXHIBIT C-1

    FORM OF NOTICE OF HOLDER TO ELECT REPURCHASE ON PUT RIGHT REPURCHASE DATE

        OPTION OF HOLDER TO ELECT REPURCHASE ON PUT RIGHT REPURCHASE DATE

To:      U.S. Bank Trust National Association, as Paying Agent

cc:      Finisar Corporation

         This notice relates to the 2 1/2% Convertible Subordinated Notes due
2010 (the "Notes") of Finisar Corporation, a Delaware Corporation (the
"Company"), issued pursuant to an Indenture (the "Indenture"), dated as of
October 15, 2003, between the Company and U.S. Bank Trust National Association,
as trustee. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Indenture.

         The undersigned Holder of the Note (the "Undersigned") hereby requests
and instructs the Company to repurchase the entire principal amount of the Note,
or the portion thereof (which is $1,000 or an whole multiple thereof) below
designated, on October [ ], 2007, in accordance with Section 3.09 of the
Indenture and paragraph 8 on the reverse side of the Notes at the Put Right
Repurchase Price.

         If the Notes have been certificated, the certificate number of the Note
which the Undersigned hereby surrenders for repurchase is:______________________

            If the Notes are in book-entry form, the following is the name of
the broker, dealer or other person through whom the Undersigned owns the Notes:
___________________________

         If the Company elects, pursuant to Section 3.09(d) of the Indenture, to
pay the Put Right Repurchase Price, in whole or in part, in shares of Common
Stock but such portion of the Put Right Purchase Price shall ultimately be
payable to the Undersigned entirely in cash because any of the conditions to
payment of the Put Right Purchase Price (or a portion there of) in Common Stock,
as set forth in Section 3.09(f), is not satisfied prior to the close of business
on such Repurchase Date, the Undersigned hereby elects:

         [ ___ ] to withdraw this notice as to some or all of the Note (The
principal amount of the Notes as to which such withdrawal shall relate is
$__________. If the undersigned does not indicate the principal amount of the
Note to which such withdrawal relates, then such withdrawal shall relate to all
of the Note); and, if certificated, the following is the certificate number of
the Note as to which such withdrawal shall relate: ____________, or

         [ ___ ] to receive cash in respect of the entire Put Right Repurchase
Price for all Notes (or portion thereof) to which this notice relates.

The Undersigned acknowledges and agrees that, if the undersigned fails to hereby
indicate his/her choice with respect to the foregoing election, the Undersigned
will be deemed to have

                                     C-1-1
<PAGE>

elected to receive cash in respect of the entire Put Right Repurchase Price for
all Notes subject to this notice under the foregoing circumstances described in
this paragraph.

Dated:____________                      _______________________________________
                                        Signature(s) must be guaranteed by a
                                        qualified guarantor institution with
                                        membership in an approved signature
                                        guarantee program pursuant to Rule
                                        17Ad-15 under the Securities Exchange
                                        Act of 1934.

                                        _______________________________________
                                        Signature Guaranty

Principal amount to be repurchased (in an whole multiple of $1,000, if less than
all):

______________________________
NOTICE: The signature to the foregoing election must correspond to the name as
written upon the face of the Note in every particular, without alteration or any
change whatsoever.

                                     C-1-2
<PAGE>

                                   EXHIBIT C-2

      FORM OF NOTICE OF HOLDER TO ELECT REPURCHASE UPON A CHANGE IN CONTROL

          OPTION OF HOLDER TO ELECT REPURCHASE UPON A CHANGE IN CONTROL

To:      U.S. Bank Trust National Association, as Paying Agent

cc:      Finisar Corporation

         This notice relates to the 2 1/2% Convertible Subordinated Notes due
2010 (the "Notes") of Finisar Corporation, a Delaware Corporation (the
"Company"), issued pursuant to an Indenture (the "Indenture"), dated as of
October 15, 2003, between the Company and U.S. Bank Trust National Association,
as trustee. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Indenture.

         The undersigned registered owner of the Note (the "Undersigned") hereby
irrevocably acknowledges receipt of a notice from the Company as to the
occurrence of a Change in Control with respect to the Company and requests and
instructs the Company to repurchase the entire principal amount of the Note, or
the portion thereof (which is $1,000 or an whole multiple thereof) below
designated, in accordance with Section 3.10 of the Indenture and paragraph 8 on
the reverse side of the Notes at the Change in Control Repurchase Price,
together with accrued interest to, but excluding, such date.

         If the Notes have been certificated, the certificate number of the Note
which the Undersigned hereby surrenders for repurchase is: _____________________

            If the Notes are in book-entry form, the following is the name of
the broker, dealer or other person through whom the Undersigned owns the Notes:
___________________________

         If the Company elects, pursuant to Section 3.10(d) of the Indenture, to
pay the Change in Control Repurchase Price, in whole or in part, in shares of
Common Stock but such portion of the Change in Control Repurchase Price shall
ultimately be payable to the Undersigned entirely in cash because any of the
conditions to payment of the Change in Control Price (or a portion there of) in
Common Stock, as set forth in Section 3.10(f), is not satisfied prior to the
close of business on such Repurchase Date, the Undersigned hereby elects:

         [ ___ ] to withdraw this notice as to some or all of the Note (The
principal amount of the Note as to which such withdrawal shall relate is
$__________. If the undersigned does not indicate the principal amount of the
Note to which such withdrawal relates, then such withdrawal shall relate to all
of the Note); and, if certificated, the following is the certificate number of
the Notes as to which such withdrawal shall relate: ____________, or

         [ ___ ] to receive cash in respect of the entire Change in Control
Repurchase Price for all Notes (or portion thereof) to which this notice
relates.

                                      C-2-1
<PAGE>

The Undersigned acknowledges and agrees that, if the undersigned fails to hereby
indicate his/her choice with respect to the foregoing election, the Undersigned
will be deemed to have elected to receive cash in respect of the entire Change
in Control Repurchase Price for all Notes subject to this notice under the
foregoing circumstances described in this paragraph.

Dated:____________                      ________________________________________
                                        Signature(s) must be guaranteed by a
                                        qualified guarantor institution with
                                        membership in an approved signature
                                        guarantee program pursuant to Rule
                                        17Ad-15 under the Securities Exchange
                                        Act of 1934.

                                        ________________________________________
                                        Signature Guaranty

Principal amount to be repurchased
(in an whole multiple of $1,000, if
less than all):

___________________________________
NOTICE: The signature to the foregoing election must correspond to the name as
written upon the face of the Note in every particular, without alteration or any
change whatsoever.

                                      C-2-2
<PAGE>

                                    EXHIBIT D

                Form of Accredited Investor Representation Letter

Finisar Corporation
1308 Moffett Drive
Sunnyvale, California  94089

U.S. Bank Trust National Association
100 Wall Street, 16th Floor
New York, New York 10005

Ladies and Gentlemen:

         We are delivering this letter in connection with the proposed transfer
of $_____________ principal amount of the 2-1/2% Convertible Subordinated Notes
due 2010 (the "Notes") of Finisar Corporation (the "Company"), which are
convertible into shares of the Company's Common Stock, no par value per share
(the "Common Stock").

                  We hereby confirm that:

                  1.       we are an institutional "accredited investor" within
         the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under
         the Securities Act of 1933, as amended (the "Securities Act") (an
         "Institutional Accredited Investor");

                  2.       any purchase of the securities by us will be for our
         own account or for the account of one or more other institutional
         accredited investors for which we exercise sole investment discretion;

                  3.       in the event that we purchase any of the securities,
         we will acquire securities having a minimum principal amount of not
         less than $250,000 for our own account or for any separate account for
         which we are acting;

                  4.       we have such knowledge and experience in financial
         and business matters that we are capable of evaluating the merits and
         risks of purchasing the securities;

                  5.       we are not acquiring the securities with a view to
         distribution thereof or with any present intention of offering or
         selling any of the securities, except inside the United States in
         accordance with Rule 144A under the Securities Act, as provided below;
         provided that the disposition of our property and the property of any
         accounts for which we are acquiring securities shall remain at all
         times within our control; and

                  6.       we have received a copy of the offering memorandum
         relating to the offering of the securities and acknowledge that we have
         had access to such financial and other information, and have been
         afforded the opportunity to ask such questions of

                                      D-1
<PAGE>

         representatives of the Company and receive answers thereto, as we deem
         necessary in connection with our decision to purchase the securities.

         We understand and agree (x) that the Notes were originally offered only
in a transaction not involving any public offering within the meaning of the
Securities Act; and (y) that (A) if we decide to resell, pledge or otherwise
transfer any such Notes or any shares of Common Stock issuable upon conversion
thereof prior to the later of (1) the expiration of the holding period under
Rule 144(k) (or any successor thereto) under the Securities Act which is
applicable to such Notes or shares of Common Stock, as the case may be (the date
on which such holding period shall expire with respect to any Note or share of
Common Stock issued on conversion of notes being hereinafter called, with
respect to such Note or share of Common Stock, as the case may be, the "Resale
Restriction Termination Date") or (2) three months after we cease to be an
affiliate (within the meaning of Rule 144 under the Securities Act) of Finisar,
such Notes or share of Common Stock issuable upon conversion thereof may be
resold, pledged or transferred only (i) to Finisar, (ii) so long as the Notes
are eligible for resale pursuant to Rule 144A under the Securities Act to a
person whom we reasonably believe is a qualified institutional buyer that is
purchasing for its own account or for the account of a qualified institutional
buyer to whom notice is given that the resale, pledge or transfer is being made
in reliance on Rule 144A under the Securities Act (iii) to an institutional
accredited investor ("Institutional Accredited Investor") as defined in Rule
501(a)(1), (2) or (7) under the Securities Act (provided that any resale, pledge
or other transfer of notes to an institutional accredited investor must be in a
minimum principal amount of $250,000 of notes), (iv) pursuant to an exemption
from registration under the Securities Act provided by Rule 144 (if applicable)
under the Securities Act or (v) pursuant to an effective registration statement
under the Securities Act, in each case in accordance with any applicable
securities laws of any state of the United States, (B) we will, and each
subsequent holder is required to, notify any purchaser of Notes or the Common
Stock issued upon conversion thereof of the resale restrictions referred to in
(A) above, if then applicable. and (C) with respect to any transfer of
certificated Notes or of certificates of Common Stock issuable upon conversion
of Notes, in either case prior to the applicable Resale Restriction Termination
Date (other than a transfer pursuant to clause (A) (v) above), we will deliver
to Finisar and the trustee (or the transfer agent in the case of the common
stock issuable upon conversion) such certificates and other information and, in
the case of a transfer pursuant to clause (A) (iv) above, a legal opinion as
they may reasonably require to confirm that the transfer by u complies with the
foregoing restrictions.

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

                  THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.

Date:____________________               _______________________________________
                                        (Name of Purchaser)

                                      D-2
<PAGE>

                                        By: ___________________________________
                                            Name:
                                            Title:
                                        Address:

                                      D-3