<PAGE>

                                                                     EXHIBIT 4.6

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

                             FAIR ISAAC CORPORATION

                1.5% SENIOR CONVERTIBLE NOTES DUE AUGUST 15, 2023

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

                                    INDENTURE
                           DATED AS OF AUGUST 6, 2003

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

                        WELLS FARGO BANK MINNESOTA, N.A.
                                   AS TRUSTEE

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

<PAGE>

                                TABLE OF CONTENTS

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

         SECTION 1.1.          DEFINITIONS...........................................................................    1
         SECTION 1.2.          OTHER DEFINITIONS.....................................................................    5
         SECTION 1.3.          TRUST INDENTURE ACT PROVISIONS........................................................    6
         SECTION 1.4.          RULES OF CONSTRUCTION.................................................................    6

ARTICLE 2 THE SECURITIES.............................................................................................    7

         SECTION 2.1.          FORM AND DATING.......................................................................    7
         SECTION 2.2.          EXECUTION AND AUTHENTICATION..........................................................    8
         SECTION 2.3.          REGISTRAR, PAYING AGENT AND CONVERSION AGENT..........................................    9
         SECTION 2.4.          PAYING AGENT TO HOLD MONEY IN TRUST...................................................   10
         SECTION 2.5.          SECURITYHOLDER LISTS..................................................................   10
         SECTION 2.6.          TRANSFER AND EXCHANGE.................................................................   10
         SECTION 2.7.          REPLACEMENT SECURITIES................................................................   11
         SECTION 2.8.          OUTSTANDING SECURITIES................................................................   12
         SECTION 2.9.          TREASURY SECURITIES...................................................................   12
         SECTION 2.10.         TEMPORARY SECURITIES..................................................................   12
         SECTION 2.11.         CANCELLATION..........................................................................   13
         SECTION 2.12.         LEGEND; ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS.................................   13
         SECTION 2.13.         CUSIP NUMBERS.........................................................................   15

ARTICLE 3 REDEMPTION, PURCHASE AND REPURCHASE........................................................................   16

         SECTION 3.1.          RIGHT TO REDEEM; NOTICE TO TRUSTEE....................................................   16
         SECTION 3.2.          SELECTION OF SECURITIES TO BE REDEEMED................................................   16
         SECTION 3.3.          NOTICE OF REDEMPTION..................................................................   16
         SECTION 3.4.          EFFECT OF NOTICE OF REDEMPTION........................................................   17
         SECTION 3.5.          DEPOSIT OF REDEMPTION PRICE...........................................................   17
         SECTION 3.6.          SECURITIES REDEEMED IN PART...........................................................   18
         SECTION 3.7.          CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.........................................   18
         SECTION 3.8.          PURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON CHANGE IN CONTROL.................   18
         SECTION 3.9.          EFFECT OF CHANGE IN CONTROL PURCHASE NOTICE...........................................   21
         SECTION 3.10.         DEPOSIT OF CHANGE IN CONTROL PURCHASE PRICE...........................................   22
         SECTION 3.11.         REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER ON SPECIFIED DATES...................   22
         SECTION 3.12.         SECURITIES PURCHASED IN PART..........................................................   25
         SECTION 3.13.         COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES...........................   25
         SECTION 3.14.         REPAYMENT TO THE COMPANY..............................................................   25

ARTICLE 4 CONVERSION.................................................................................................   26

         SECTION 4.1.          CONVERSION PRIVILEGE..................................................................   26
         SECTION 4.2.          CONVERSION PROCEDURE..................................................................   28
         SECTION 4.3.          FRACTIONAL SHARES.....................................................................   29
         SECTION 4.4.          TAXES ON CONVERSION...................................................................   29
</TABLE>

                                       -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                       PAGE
                                                                                                                       ----
<S>                                                                                                                    <C>
         SECTION 4.5.          COMPANY TO PROVIDE STOCK..............................................................   30
         SECTION 4.6.          ADJUSTMENT OF CONVERSION PRICE........................................................   30
         SECTION 4.7.          NO ADJUSTMENT.........................................................................   35
         SECTION 4.8.          ADJUSTMENT FOR TAX PURPOSES...........................................................   35
         SECTION 4.9.          NOTICE OF ADJUSTMENT..................................................................   35
         SECTION 4.10.         NOTICE OF CERTAIN TRANSACTIONS........................................................   35
         SECTION 4.11.         EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON CONVERSION PRIVILEGE.....   36
         SECTION 4.12.         TRUSTEE'S DISCLAIMER..................................................................   37
         SECTION 4.13.         VOLUNTARY REDUCTION...................................................................   37

ARTICLE 5 COVENANTS..................................................................................................   37

         SECTION 5.1.          PAYMENT OF SECURITIES.................................................................   37
         SECTION 5.2.          SEC REPORTS...........................................................................   38
         SECTION 5.3.          COMPLIANCE CERTIFICATES...............................................................   38
         SECTION 5.4.          FURTHER INSTRUMENTS AND ACTS..........................................................   38
         SECTION 5.5.          MAINTENANCE OF CORPORATE EXISTENCE....................................................   38
         SECTION 5.6.          RULE 144A INFORMATION REQUIREMENT.....................................................   38
         SECTION 5.7.          STAY, EXTENSION AND USURY LAWS........................................................   39
         SECTION 5.8.          PAYMENT OF ADDITIONAL INTEREST........................................................   39

ARTICLE 6 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.......................................................   39

         SECTION 6.1.          COMPANY MAY CONSOLIDATE, ETC, ONLY ON CERTAIN TERMS...................................   39
         SECTION 6.2.          SUCCESSOR SUBSTITUTED.................................................................   40

ARTICLE 7 DEFAULT AND REMEDIES.......................................................................................   40

         SECTION 7.1.          EVENTS OF DEFAULT.....................................................................   40
         SECTION 7.2.          ACCELERATION..........................................................................   42
         SECTION 7.3.          OTHER REMEDIES........................................................................   42
         SECTION 7.4.          WAIVER OF DEFAULTS AND EVENTS OF DEFAULT..............................................   43
         SECTION 7.5.          CONTROL BY MAJORITY...................................................................   43
         SECTION 7.6.          LIMITATIONS ON SUITS..................................................................   43
         SECTION 7.7.          RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT...................................   44
         SECTION 7.8.          COLLECTION SUIT BY TRUSTEE............................................................   44
         SECTION 7.9.          TRUSTEE MAY FILE PROOFS OF CLAIM......................................................   44
         SECTION 7.10.         PRIORITIES............................................................................   44
         SECTION 7.11.         UNDERTAKING FOR COSTS.................................................................   45

ARTICLE 8 TRUSTEE....................................................................................................   45

         SECTION 8.1.          DUTIES OF TRUSTEE.....................................................................   45
         SECTION 8.2.          RIGHTS OF TRUSTEE.....................................................................   46
         SECTION 8.3.          INDIVIDUAL RIGHTS OF TRUSTEE..........................................................   47
</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                       PAGE
                                                                                                                       ----
<S>                                                                                                                    <C>
         SECTION 8.4.          TRUSTEE'S DISCLAIMER..................................................................   47
         SECTION 8.5.          NOTICE OF DEFAULT OR EVENTS OF DEFAULT................................................   47
         SECTION 8.6.          REPORTS BY TRUSTEE TO HOLDERS.........................................................   47
         SECTION 8.7.          COMPENSATION AND INDEMNITY............................................................   48
         SECTION 8.8.          REPLACEMENT OF TRUSTEE................................................................   48
         SECTION 8.9.          SUCCESSOR TRUSTEE BY MERGER, ETC......................................................   49
         SECTION 8.10.         ELIGIBILITY; DISQUALIFICATION.........................................................   49
         SECTION 8.11.         PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.....................................   49

ARTICLE 9 SATISFACTION AND DISCHARGE OF INDENTURE....................................................................   50

         SECTION 9.1.          SATISFACTION AND DISCHARGE OF INDENTURE...............................................   50
         SECTION 9.2.          APPLICATION OF TRUST MONEY............................................................   51
         SECTION 9.3.          REPAYMENT TO COMPANY..................................................................   51
         SECTION 9.4.          REINSTATEMENT.........................................................................   51

ARTICLE 10 AMENDMENTS, SUPPLEMENTS AND WAIVERS.......................................................................   51

         SECTION 10.1.         WITHOUT CONSENT OF HOLDERS............................................................   51
         SECTION 10.2.         WITH CONSENT OF HOLDERS...............................................................   52
         SECTION 10.3.         COMPLIANCE WITH TRUST INDENTURE ACT...................................................   53
         SECTION 10.4.         REVOCATION AND EFFECT OF CONSENTS.....................................................   53
         SECTION 10.5.         NOTATION ON OR EXCHANGE OF SECURITIES.................................................   53
         SECTION 10.6.         TRUSTEE TO SIGN AMENDMENTS, ETC.......................................................   53
         SECTION 10.7.         EFFECT OF SUPPLEMENTAL INDENTURES.....................................................   54

ARTICLE 11 MISCELLANEOUS.............................................................................................   54

         SECTION 11.1.         TRUST INDENTURE ACT CONTROLS..........................................................   54
         SECTION 11.2.         NOTICES...............................................................................   54
         SECTION 11.3.         COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS..........................................   55
         SECTION 11.4.         CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT....................................   55
         SECTION 11.5.         RECORD DATE FOR VOTE OR CONSENT OF SECURITYHOLDERS....................................   55
         SECTION 11.6.         RULES BY TRUSTEE, PAYING AGENT, REGISTRAR AND CONVERSION AGENT........................   56
         SECTION 11.7.         LEGAL HOLIDAYS........................................................................   56
         SECTION 11.8.         GOVERNING LAW.........................................................................   56
         SECTION 11.9.         NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.........................................   56
         SECTION 11.10.        NO RECOURSE AGAINST OTHERS............................................................   56
         SECTION 11.11.        SUCCESSORS............................................................................   56
         SECTION 11.12.        MULTIPLE COUNTERPARTS.................................................................   56
         SECTION 11.13.        SEPARABILITY..........................................................................   56
         SECTION 11.14.        TABLE OF CONTENTS, HEADINGS, ETC......................................................   57
</TABLE>

                                       iii

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
  TIA                                                                                          INDENTURE
SECTION                                                                                         SECTION
-------                                                                                      --------------
<S>                                                                                          <C>
Section    310(a)(1).................................................................        8.10
           (a)(2)....................................................................        8.10
           (a)(3)....................................................................        N.A.**
           (a)(4)....................................................................        N.A.
           (a)(5)....................................................................        8.10
           (b).......................................................................        8.8; 8.10
           (c).......................................................................        N.A.
Section    311(a)....................................................................        8.11
           (b).......................................................................        8.11
           (c).......................................................................        N.A.
Section    312(a)....................................................................        2.5
           (b).......................................................................        11.3
           (c).......................................................................        11.3
Section    313(a)....................................................................        8.6
           (b)(1)....................................................................        N.A.
           (b)(2)....................................................................        8.6
           (c).......................................................................        8.6; 11.2
           (d).......................................................................        8.6
Section    314(a)....................................................................        5.2; 5.4; 11.2
           (b).......................................................................        N.A.
           (c)(1)....................................................................        11.4(a)
           (c)(2)....................................................................        11.4(a)
           (c)(3)....................................................................        N.A.
           (d).......................................................................        N.A.
           (e).......................................................................        11.4(b)
           (f).......................................................................        N.A.
Section    315(a)....................................................................        8.1(b)
           (b).......................................................................        8.5; 11.2
           (c).......................................................................        8.1(a)
           (d).......................................................................        8.1(c)
           (e).......................................................................        7.11
Section    316(a)(last sentence).....................................................        2.9
           (a)(1)(A).................................................................        7.5
           (a)(1)(B).................................................................        7.4
           (a)(2)....................................................................        N.A.
           (b).......................................................................        7.7
           (c).......................................................................        11.5
Section    317(a)(1).................................................................        7.8
           (a)(2)....................................................................        7.9
           (b).......................................................................        2.4
</TABLE>

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

*   This Cross-Reference Table shall not, for any purpose, be deemed a part of
    this Indenture.

**  N.A. means Not Applicable.

<PAGE>

         THIS INDENTURE dated as of August 6, 2003 is between Fair Isaac
Corporation, a corporation duly organized under the laws of the State of
Delaware (the "Company"), and Wells Fargo Bank Minnesota, N.A. a national
banking association organized and existing under the laws of the United States,
as Trustee (the "Trustee").

         In consideration of the premises and the purchase of the Securities by
the Holders thereof, both parties agree as follows for the benefit of the other
and for the equal and ratable benefit of the registered Holders of the Company's
1.5% Senior Convertible Notes due August 15, 2023.

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1 DEFINITIONS.

         "Additional Interest" has the meaning specified in Section 5(a) of the
Registration Rights Agreement. All references herein to interest accrued or
payable as of any date shall include any Additional Interest accrued or payable
as of such date as provided in the Registration Rights Agreement.

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

         "Agent" means any Registrar, Paying Agent or Conversion Agent.

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

         "Board of Directors" means either the board of directors of the Company
or any committee of the Board of Directors authorized to act for it with respect
to this Indenture.

         "Business Day" means each day that is not a Legal Holiday.

         "Capital Stock" or "capital stock" of any Person means any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) equity of such Person,
but excluding any debt securities convertible into such equity.

         "cash" means such coin or currency of the United States as at any time
of payment is legal tender for the payment of public and private debts.

         "Certificated Security" means a Security that is in substantially the
form attached hereto as Exhibit A and that does not include the information or
the schedule called for by footnotes 1 and 3 thereof.

                                       1

<PAGE>

         "Closing Sale Price" means, with respect to the Company's Common Stock
on any date, the last reported per share sale price (or, if no last sale price
is reported, the average of the bid and ask prices or, if more than one in
either case, the average of the average bid and the average ask prices) on such
date as reported in composite transactions for the principal U.S. securities
exchange on which the Company's Common Stock then is listed, or if the Company's
Common Stock is not listed on a U.S. national or regional exchange, as reported
on the National Association of Securities Dealers Automated Quotation System, or
if the Company's Common Stock is not quoted on the National Association of
Securities Dealers Automated Quotation System, as reported on the principal
other market on which the Common Stock is then traded. In the absence of such
quotations, the Board of Directors will make a good faith determination of the
Closing Sale Price.

         "Common Stock" means the common stock of the Company, $0.01 par value,
as it exists on the date of this Indenture and any shares of any class or
classes of capital stock of the Company resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which are not subject to redemption
by the Company; provided, however, that if at any time there shall be more than
one such resulting class, the shares of each such class then so issuable on
conversion of Securities shall be substantially in the proportion which the
total number of shares of such class resulting from all such reclassifications
bears to the total number of shares of all such classes resulting from all such
reclassifications.

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

         "Contingent Interest" means interest payable with respect to the
Securities for any six-month period from February 15 through August 14 and from
August 15 through February 14, commencing with the six-month period beginning on
August 15, 2008, if the average of the Trading Prices of a Security for the five
consecutive Trading Day period immediately preceding the first day of the
applicable six-month period equals 120% or more of the sum of the principal
amount of, plus accrued and unpaid regular interest on, the Security. The amount
of contingent interest payable per Security in respect of any six-month period
will equal 0.25% per annum of the average of the Trading Prices of the
Securities for the five Trading Day period immediately preceding such six-month
period.

         "Conversion Rate" means, with respect to each $1,000 principal amount
of Securities, $1,000 divided by the Conversion Price.

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time the trust created by this Indenture shall be administered
which office at the date of the execution of this Indenture is located at Sixth
and Marquette, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services
(Fair Isaac Corporation -- 1.5% Senior Convertible Notes due August 15, 2023) or
at any other time at such other address as the Trustee may designate from time
to time by notice to the Company.

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

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

                                        2

<PAGE>

         "Final Maturity Date" means August 15, 2023

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the date of this Indenture, including those
set forth in (1) the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, (2) the
statements and pronouncements of the Financial Accounting Standards Board, (3)
such other statements by such other entity as approved by a significant segment
of the accounting profession and (4) the rules and regulations of the SEC
governing the inclusion of financial statements (including pro forma financial
statements) in registration statements filed under the Securities Act and
periodic reports required to be filed pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the SEC.

         "Global Security" means a permanent Global Security that is in
substantially the form attached hereto as Exhibit A and that includes the
information and schedule called for by footnotes 1 and 3 thereof and which is
deposited with the Depositary or its custodian and registered in the name of the
Depositary or its nominee.

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

         "Indenture" means this Indenture as amended or supplemented from time
to time pursuant to the terms of this Indenture.

         "Initial Purchasers" means Credit Suisse First Boston LLC, Goldman,
Sachs & Co. and Thomas Weisel Partners LLC.

         "Officer" means the Chairman or any Co-Chairman of the Board, any Vice
Chairman of the Board, the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Controller, Assistant Controller,
the Secretary or any Assistant Secretary of the Company.

         "Officers' Certificate" means a certificate signed by two Officers;
provided, however, that for purposes of Sections 4.11 and 5.3, "Officers'
Certificate" means a certificate signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company and
by one other Officer.

         "Opinion of Counsel" means a written opinion from legal counsel. The
counsel may be an employee of or counsel to the Company or the Trustee.

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

         "Principal" or "principal" of a debt security, including the
Securities, means the principal of the security plus, when appropriate, the
premium, if any, on the security.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of August 6, 2003, between the Company and the Initial
Purchasers.

         "Restricted Global Security" means a Global Security that is a
Restricted Security.

                                        3

<PAGE>

         "Restricted Security" means a Security required to bear the restricted
legend set forth in the form of Security set forth in Exhibit A of this
Indenture.

         "Rule 144" means Rule 144 under the Securities Act or any successor to
such Rule.

         "Rule 144A" means Rule 144A under the Securities Act or any successor
to such Rule.

         "SEC" means the Securities and Exchange Commission.

         "Securities" means the 1.5% Senior Convertible Notes due August 15,
2023 or any of them (each, a "Security"), as amended or supplemented from time
to time, that are issued under this Indenture.

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

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

         "Significant Subsidiary" means, in respect of any Person, a Subsidiary
of such Person that would constitute a "significant subsidiary" as such term is
defined under Rule 1-02 of Regulation S-X under the Securities Act and the
Exchange Act.

         "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, general partners or
trustees thereof is at the time owned or controlled, directly or indirectly, by
(i) such Person; (ii) such Person and one or more Subsidiaries of such Person;
or (iii) one or more Subsidiaries of such Person.

         "TIA" means the Trust Indenture Act of 1939, as amended, and the rules
and regulations thereunder as in effect on the date of this Indenture, except as
provided in Section 10.3, and except to the extent any amendment to the Trust
Indenture Act expressly provides for application of the Trust Indenture Act as
in effect on another date.

         "Trading Day" means a day during which trading in securities generally
occurs on The New York Stock Exchange, or, if the Common Stock is not quoted on
The New York Stock Exchange, on the principal other market on which the Common
Stock is then traded, other than a day on which a material suspension of or
limitation on trading is imposed that affects either The New York Stock Exchange
(or, if applicable, such other market) in its entirety or only the shares of
Common Stock, by reason of movements in price exceeding limits permitted by the
relevant market on which the shares are traded or otherwise, or on which The New
York Stock Exchange (or, if applicable, such other market) cannot clear the
transfer of the Company's securities due to an event beyond the Company's
control.

         "Trading Price" means, with respect to the Securities on any date of
determination, the average of the secondary market bid quotations per Security
obtained by the Trustee for $5,000,000 principal amount of the Securities at
approximately 3:30 p.m., New York City time, on such determination date from two
independent nationally recognized securities dealers select by the Company,
which may include any of the Initial Purchasers, provided that if at least two
such bids cannot reasonably be obtained by the Trustee, but one such

                                        4

<PAGE>

bid can reasonably be obtained by the Trustee, this one bid shall be used. If
the Trustee cannot reasonably obtain at least one bid for $5,000,000 principal
amount of the Securities from a nationally recognized securities dealer or in
the Company's reasonable judgment, the bid quotations are not indicative of the
secondary market value of the Securities, then the Trading Price of the
Securities will equal (a) the applicable Conversion Rate of the Securities
multiplied by (b) the sale price of the Common Stock on such determination date.

         "Trustee" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions of this Indenture, and
thereafter means the successor.

         "Trust Officer" or "Authorized Officer" means, with respect to the
Trustee, any officer assigned to the Corporate Trust Office, and also, with
respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

         "Vice President" when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

         "Voting Stock" of a Person means any class or classes of Capital Stock
or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

         SECTION 1.2. OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                           TERM                                                   DEFINED IN SECTION
---------------------------------------------------------------------------------------           ------------------
<S>                                                                                               <C>
"Agent Members"........................................................................                   2.1
"Average Sale Price" ..................................................................                   4.1(a)
"Bankruptcy Law".......................................................................                   7.1
"Capital Stock Determination Date" ....................................................                   4.6(a)
"Change in Control"....................................................................                   3.8(a)
"Change in Control Purchase Date"......................................................                   3.8(a)
"Change in Control Purchase Notice"....................................................                   3.8(c)
"Change in Control Purchase Price".....................................................                   3.8(a)
"Company Order"........................................................................                   2.2
"Conversion Agent".....................................................................                   2.3
"Conversion Date"......................................................................                   4.2
"Conversion Price".....................................................................                   4.6
"Current Market Price".................................................................                   4.6(b)
"Custodian"............................................................................                   7.1
"Depositary"...........................................................................                   2.1(a)
"Determination Date" ..................................................................                   4.6(a)
"Dividend Determination Date"..........................................................                   4.6(a)
"Event of Default".....................................................................                   7.1
"Expiration Date"......................................................................                   4.6(a)
"Expiration Time"......................................................................                   4.6(a)
"Instrument" ..........................................................................                   7.1
"Legal Holiday"........................................................................                  11.7
</TABLE>

                                        5

<PAGE>

<TABLE>
<CAPTION>
                                           TERM                                                   DEFINED IN SECTION
---------------------------------------------------------------------------------------           ------------------
<S>                                                                                               <C>
"Legend" ..............................................................................                   2.12
"Minimum Conversion Price" ............................................................                   4.6(b)
"Notice of Default" ...................................................................                   7.1
"Notice of Redemption" ................................................................                   3.3
"Paying Agent".........................................................................                   2.3
"Primary Registrar"....................................................................                   2.3
"Purchase Agreement"...................................................................                   2.1
"Purchased Shares".....................................................................                   4.6(a)
"QIB"..................................................................................                   2.1(a)
"Redemption Date" .....................................................................                   3.1
"Redemption Price" ....................................................................                   3.1
"Registrar"............................................................................                   2.3
"Repurchase Date" .....................................................................                   3.11(a)
"Repurchase Election Notice" ..........................................................                   3.11(b)
"Repurchase Notice" ...................................................................                   3.11(b)
"Repurchase Price" ....................................................................                   3.11(a)
"Rights Determination Date" ...........................................................                   4.6(a)
"Rights Plan" .........................................................................                   4.6(c)
"Trigger Event" .......................................................................                   4.6(c)
"Unissued Shares" .....................................................................                   3.8(a)
</TABLE>

         SECTION 1.3. TRUST INDENTURE ACT PROVISIONS.

         Whenever this Indenture refers to a provision of the TIA, that
provision is incorporated by reference in and made a part of this Indenture. The
Indenture shall also include those provisions of the TIA required to be included
herein by the provisions of the Trust Indenture Reform Act of 1990. The
following TIA terms used in this Indenture have the following meanings:

         "indenture securities" means the Securities;

         "indenture security holder" means a Securityholder;

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and
"obligor" on the indenture securities means the Company or any other obligor on
the Securities.

         All other terms used in this Indenture that are defined in the TIA,
defined by TIA reference to another statute or defined by any SEC rule and not
otherwise defined herein have the meanings assigned to them therein.

         SECTION 1.4. RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

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

                                        6

<PAGE>

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

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

                  (D)      provisions apply to successive events and
transactions;

                  (E)      the term "merger" includes a statutory share exchange
and the term "merged" has a correlative meaning;

                  (F)      the masculine gender includes the feminine and the
neuter;

                  (G)      references to agreements and other instruments
include subsequent amendments thereto; and

                  (H)      "herein," "hereof" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

                                    ARTICLE 2
                                 THE SECURITIES

         SECTION 2.1. FORM AND DATING

         The Securities and the Trustee's certificate of authentication shall be
substantially in the respective forms set forth in Exhibit A, which Exhibit is
incorporated in and made part of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Security shall be dated the date of its authentication. The
Securities are being offered and sold by the Company pursuant to a Purchase
Agreement, dated July 31, 2003 (the "Purchase Agreement"), between the Company
and the Initial Purchasers, in transactions exempt from, or not subject to, the
registration requirements of the Securities Act.

         (a)      Restricted Global Securities. All of the Securities are
initially being offered and sold to qualified institutional buyers as defined in
Rule 144A (collectively, "QIBs" or individually, each a "QIB") in reliance on
Rule 144A under the Securities Act and shall be issued initially in the form of
one or more Restricted Global Securities, duly executed by the Company and
authenticated by the Trustee as hereinafter provided, which shall be deposited
on behalf of the purchasers of the Securities represented thereby with the
Trustee, at its Corporate Trust Office, as custodian for the depositary, The
Depository Trust Company (such depositary, or any successor thereto, being
hereinafter referred to as the "Depositary"), and registered in the name of its
nominee, Cede & Co. The aggregate principal amount of the Restricted Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Securities Custodian as hereinafter provided, subject in
each case to compliance with the Applicable Procedures.

         (b)      Global Securities In General. Each Global Security shall
represent such of the outstanding Securities as shall be specified therein and
each shall provide that it shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon and that the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect replacements, exchanges, redemptions,
purchases or conversions of such Securities. Any adjustment of the

                                        7

<PAGE>

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

         Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary or under the Global Security, and the Depositary
or its nominee (including, for this purpose, its nominee) may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner and Holder of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall (A) 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 (B) impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

         (c)      Book Entry Provisions. The Company shall execute and the
Trustee shall, in accordance with this Section 2.1(c), authenticate and deliver
initially one or more Global Securities that (i) shall be registered in the name
of the Depositary or its nominee, (ii) shall be delivered by the Trustee to the
Depositary or held by the Trustee as custodian for the Depositary, or otherwise
pursuant to the Depositary's instructions and (iii) shall bear legends
substantially to the following effect:

"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO FAIR ISAAC CORPORATION (THE "COMPANY") OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF 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. THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY."

         SECTION 2.2. EXECUTION AND AUTHENTICATION.

         An Officer shall sign the Securities for the Company by manual or
facsimile signature attested by the manual or facsimile signature of the
Secretary or an Assistant Secretary of the Company. Typographic and other minor
errors or defects in any such facsimile signature shall not affect the validity
or enforceability of any Security that has been authenticated and delivered by
the Trustee.

                                        8

<PAGE>

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

         A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

         The Trustee shall authenticate and make available for delivery
Securities for original issue in the aggregate principal amount of up to
$400,000,000 upon receipt of a written order or orders of the Company signed by
two Officers of the Company (a "Company Order"). The Company Order shall specify
the amount of Securities to be authenticated, shall provide that all such
Securities will be represented by a Restricted Global Security and the date on
which each original issue of Securities is to be authenticated. The aggregate
principal amount of Securities outstanding at any time may not exceed
$400,000,000 except as provided in Section 2.7.

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

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

         SECTION 2.3. REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

         The Company shall maintain one or more offices or agencies where
Securities may be presented for registration of transfer or for exchange (each,
a "Registrar"), one or more offices or agencies where Securities may be
presented for payment (each, a "Paying Agent"), one or more offices or agencies
where Securities may be presented for conversion (each, a "Conversion Agent")
and one or more offices or agencies where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served. The
Company will at all times maintain a Paying Agent, Conversion Agent, Registrar
and an office or agency where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served in the Borough of
Manhattan, The City of New York. One of the Registrars (the "Primary Registrar")
shall keep a register of the Securities and of their transfer and exchange.

         The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture. 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 Agent not a party to this Indenture.
If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or
agent for service of notices and demands in any place required by this
Indenture, or fails to give the foregoing notice, the Trustee shall act as such.
The Company or any Affiliate of the Company may act as Paying Agent (except for
the purposes of Section 5.1 and Article 9).

         The Company hereby initially designates the Trustee as Paying Agent,
Registrar, Primary Registrar, Securities Custodian and Conversion Agent, and
each of the Corporate Trust Office of the Trustee and the office or agency of
the Trustee or any affiliate of the Trustee in the Borough of Manhattan, The
City of New York, New York (which shall initially be Wells Fargo Bank Minnesota,
N.A., 45 Broadway, 12th Floor, MAC

                                        9

<PAGE>

N2666-120, New York, New York 10002, Attention: Corporate Trust Services (Fair
Isaac Corporation - 1.5% Senior Convertible Notes due August 15, 2023)), one
such office or agency of the Company for each of the aforesaid purposes.

         SECTION 2.4. PAYING AGENT TO HOLD MONEY IN TRUST.

         Prior to 12:00 p.m., New York City time, on each due date of the
principal of or interest, if any, on any Securities, the Company shall deposit
with a Paying Agent a sum sufficient to pay such principal or interest, if any,
so becoming due. A Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal of or interest, if any, on the Securities, and shall notify
the Trustee of any default by the Company (or any other obligor on the
Securities) in making any such payment. If the Company or an Affiliate of the
Company acts as Paying Agent, it shall, before 12:00 p.m., New York City time,
on each due date of the principal of or interest on any Securities, segregate
the money 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 the
Trustee may at any time during the continuance of any default, upon written
request to a Paying Agent, require such Paying Agent to pay forthwith to the
Trustee all sums so held in trust by such Paying Agent. Upon doing so, the
Paying Agent (other than the Company) shall have no further liability for the
money.

         SECTION 2.5. SECURITYHOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Primary Registrar, the Company shall
furnish to the Trustee on or before each semi-annual interest payment date and
at such other times as the Trustee may request in writing a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders.

         SECTION 2.6. TRANSFER AND EXCHANGE.

         (a)      Subject to compliance with any applicable additional
requirements contained in Section 2.12, when a Security is presented to a
Registrar with a request to register a transfer thereof or to exchange such
Security for an equal principal amount of Securities of other authorized
denominations, the Registrar shall register the transfer or make the exchange as
requested; provided, however, that every Security presented or surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by an
assignment form and, if applicable, a transfer certificate each in the form
included in Exhibit A, and in form satisfactory to the Registrar duly executed
by the Holder thereof or its attorney duly authorized in writing. To permit
registration of transfers and exchanges, upon surrender of any Security for
registration of transfer or exchange at an office or agency maintained pursuant
to Section 2.3, the Company shall execute and the Trustee shall authenticate
Securities of a like aggregate principal amount at the Registrar's request. Any
exchange or transfer shall be without charge, except that the Company or the
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto, and provided, that
this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10,
2.12(a), 3.6, 3.12, 4.2(f) or 10.5.

         Neither the Company, any Registrar nor the Trustee shall be required to
exchange or register a transfer of (i) any Securities for a period of 15 days
next preceding any mailing of a notice of Securities to be redeemed, (ii) any
Securities or portions thereof selected or called for redemption (except, in the
case of redemption of a Security in part, the portion thereof not to be
redeemed) or (iii) any Securities or portions

                                       10

<PAGE>

thereof in respect of which a Change in Control Purchase Notice has been
delivered and not withdrawn by the Holder thereof (except, in the case of the
purchase of a Security in part, the portion thereof not to be purchased).

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

         (b)      Any Registrar appointed pursuant to Section 2.3 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

         (c)      Each Holder of a Security agrees to indemnify the Company and
the Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States federal or state securities law.

         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 Security (including any transfers between or among Agent Members or other
beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

         SECTION 2.7. REPLACEMENT SECURITIES.

         If any mutilated Security is surrendered to the Company, a Registrar or
the Trustee, or the Company, a Registrar and the Trustee receive evidence to
their satisfaction of the destruction, loss or theft of any Security, and there
is delivered to the Company, the applicable Registrar and the Trustee such
security or indemnity as will be required by them to save each of them harmless,
then, in the absence of notice to the Company, such Registrar or the Trustee
that such Security has been acquired by a bona fide purchaser, the Company shall
execute, and upon its written request the Trustee shall authenticate and
deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and principal
amount, bearing a number not contemporaneously outstanding.

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

         Upon the issuance of any new Securities under this Section 2.7, 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
reasonable expenses (including the reasonable fees and expenses of the Trustee
or the Registrar) in connection therewith.

         Every new Security issued pursuant to this Section 2.7 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be

                                       11

<PAGE>

entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

         The provisions of this Section 2.7 are (to the extent lawful) exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities.

         SECTION 2.8. OUTSTANDING SECURITIES.

         Securities outstanding at any time are all Securities authenticated by
the Trustee, except for those canceled by it, those delivered to it for
cancellation and those described in this Section 2.8 as not outstanding.

         If a Security is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Company receives, subsequent to the new Security's
authentication, proof satisfactory to the Company that the replaced Security is
held by a bona fide purchaser.

         If a Paying Agent (other than the Company or an Affiliate of the
Company) holds on a Redemption Date, Repurchase Date, a Change in Control
Purchase Date or the Final Maturity Date money sufficient to pay the principal
of (including premium, if any) and accrued interest on Securities (or portions
thereof) payable on that date, then on and after that date such Securities (or
portions thereof, as the case may be) cease to be outstanding and interest on
them ceases to accrue; provided that any notice of such redemption, repurchase
or purchase has been given pursuant to this Indenture.

         Subject to the restrictions contained in Section 2.9, a Security does
not cease to be outstanding because the Company or an Affiliate of the Company
holds the Security.

         SECTION 2.9. TREASURY SECURITIES.

         In determining whether the Holders of the required principal amount of
Securities have concurred in any notice, direction, waiver or consent,
Securities owned by the Company or any other obligor on the Securities or by any
Affiliate of the Company or of such other obligor shall be disregarded, except
that, for purposes of determining whether the Trustee shall be protected in
relying on any such notice, direction, waiver or consent, only Securities which
a Trust Officer of the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith shall not
be disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to the Securities and that the pledgee is
not the Company or any other obligor on the Securities or any Affiliate of the
Company or of such other obligor.

         SECTION 2.10. TEMPORARY SECURITIES.

         Until definitive Securities are ready for delivery, the Company may
prepare and execute, and, upon receipt of a Company Order, the Trustee shall
authenticate and deliver, temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company with the consent of the Trustee considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate and deliver definitive Securities in exchange for
temporary Securities.

                                       12

<PAGE>

         SECTION 2.11. CANCELLATION.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar, the Paying Agent and the Conversion Agent shall
forward to the Trustee or its agent any Securities surrendered to them for
transfer, exchange, redemption, purchase, repurchase, payment or conversion. The
Trustee and no one else shall promptly cancel, in accordance with its standard
procedures, all Securities surrendered for transfer, exchange, redemption,
payment, conversion or cancellation and shall deliver the canceled Securities to
the Company. All Securities that are redeemed, purchased, repurchased or
otherwise acquired by the Company or any of its Subsidiaries prior to the Final
Maturity Date may be delivered to the Trustee for cancellation, or the Company
may hold or resell such Securities; provided that all Securities delivered to
the Trustee for cancellation may not be reissued or resold and shall be
cancelled promptly by the Trustee. Without limitation to the foregoing, any
Securities acquired by any investment banks or other purchasers pursuant to
Section 3.7 shall be surrendered for conversion and thereafter cancelled, and
may not be reoffered, sold or otherwise transferred.

         SECTION 2.12. LEGEND; ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS.

         (a)      If Securities are issued upon the transfer, exchange or
replacement of Securities subject to restrictions on transfer and bearing the
legends set forth on the forms of Securities attached hereto as Exhibit A
setting forth such restrictions (collectively, the "Legend"), or if a request is
made to remove the Legend on a Security, the Securities so issued shall bear the
Legend, or the Legend shall not be removed, as the case may be, unless there is
delivered to the Company and the Registrar such satisfactory evidence, which
shall include an Opinion of Counsel if requested by the Company or such
Registrar, as may be reasonably required by the Company and the Registrar, that
neither the Legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the provisions of Rule
144A or Rule 144 under the Securities Act or that such Securities are not
"restricted" within the meaning of Rule 144 under the Securities Act; provided
that no such evidence need be supplied in connection with the sale of such
Security pursuant to a registration statement that is effective at the time of
such sale. Upon (i) provision of such satisfactory evidence if requested, or
(ii) notification by the Company to the Trustee and registrar of the sale of
such Security pursuant to a registration statement that is effective at the time
of such sale, the Trustee, at the written direction of the Company, shall
authenticate and deliver a Security that does not bear the Legend. If the Legend
is removed from the face of a Security and the Security is subsequently held by
an Affiliate of the Company, the Legend shall be reinstated.

         (b)      A Global Security may not be transferred, in whole or in part,
to any Person other than the Depositary or a nominee or any successor thereof,
and no such transfer to any such other Person may be registered; provided that
the foregoing shall not prohibit any transfer of a Security that is issued in
exchange for a Global Security but is not itself a Global Security. No transfer
of a Security to any Person shall be effective under this Indenture or the
Securities unless and until such Security has been registered in the name of
such Person. Notwithstanding any other provisions of this Indenture or the
Securities, transfers of a Global Security, in whole or in part, shall be made
only in accordance with this Section 2.12.

         (c)      Subject to the succeeding paragraph, every Security shall be
subject to the restrictions on transfer provided in the Legend other than a
Restricted Global Security. Whenever any Restricted Security other than a
Restricted Global Security is presented or surrendered for registration of
transfer or for exchange for a Security registered in a name other than that of
the Holder, such Security must be accompanied by a certificate in substantially
the form set forth in Exhibit A, dated the date of such surrender and signed by
the

                                       13

<PAGE>

Holder of such Security, as to compliance with such restrictions on transfer.
The Registrar shall not be required to accept for such registration of transfer
or exchange any Security not so accompanied by a properly completed certificate.

         (d)      The restrictions imposed by the Legend upon the
transferability of any Security shall cease and terminate when such Security has
been sold pursuant to an effective registration statement under the Securities
Act or transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or, if earlier, upon the expiration of the holding
period applicable to sales thereof under Rule 144(k) under the Securities Act
(or any successor provision). Any Security as to which such restrictions on
transfer shall have expired in accordance with their terms or shall have
terminated may, upon a surrender of such Security for exchange to the Registrar
in accordance with the provisions of this Section 2.12 (accompanied, in the
event that such restrictions on transfer have terminated by reason of a transfer
in compliance with Rule 144 or any successor provision, by, if requested by the
Company or the Registrar, an Opinion of Counsel reasonably acceptable to the
Company, addressed to the Company and in form acceptable to the Company, to the
effect that the transfer of such Security has been made in compliance with Rule
144 or such successor provision), be exchanged for a new Security, of like tenor
and aggregate principal amount, which shall not bear the restrictive Legend. The
Company shall inform the Trustee of the effective date of any registration
statement registering the Securities under the Securities Act. The Trustee 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.

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

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

                           (i)      Notwithstanding any other provisions of this
                                    Indenture or the Securities, a Global
                  Security shall not be exchanged in whole or in part for a
                  Security registered in the name of any Person other than the
                  Depositary or one or more nominees thereof, provided that a
                  Global Security may be exchanged for Securities registered in
                  the names of any person designated by the Depositary in the
                  event that (A) the Depositary has notified the Company that it
                  is unwilling or unable to continue as Depositary for such
                  Global Security or such Depositary has ceased to be a
                  "clearing agency" registered under the Exchange Act, and a
                  successor Depositary is not appointed by the Company within 90
                  days, (B) the Company has provided the Depositary with written
                  notice that it has decided to discontinue use of the system of
                  book entry transfer through the Depositary or any successor
                  Depositary or (C) an Event of Default has occurred and is
                  continuing with respect to the Securities. Any Global Security
                  exchanged pursuant to clauses (A) or (B) above shall be so
                  exchanged in whole and not in part, and any Global Security
                  exchanged pursuant to clause (C) above may be exchanged in
                  whole or from time to time in part as directed by the
                  Depositary. Any Security issued in exchange for a Global
                  Security or any portion thereof shall be a Global Security;
                  provided that any such Security so issued that is registered
                  in the name of a Person other than the Depositary or a nominee
                  thereof shall not be a Global Security.

                           (ii)     Securities issued in exchange for a Global
                  Security or any portion thereof shall be issued in definitive,
                  fully registered form, without interest coupons, shall have an
                  aggregate principal amount equal to that of such Global
                  Security or portion thereof to be so

                                       14

<PAGE>

                  exchanged, shall be registered in such names and be in such
                  authorized denominations as the Depositary shall designate and
                  shall bear the applicable legends provided for herein. Any
                  Global Security to be exchanged in whole shall be surrendered
                  by the Depositary to the Trustee, as Registrar. With regard to
                  any Global Security to be exchanged in part, either such
                  Global Security shall be so surrendered for exchange or, if
                  the Trustee is acting as custodian for the Depositary or its
                  nominee with respect to such Global Security, the principal
                  amount thereof shall be reduced, by an amount equal to the
                  portion thereof to be so exchanged, by means of an appropriate
                  adjustment made on the records of the Trustee. Upon any such
                  surrender or adjustment, the Trustee shall authenticate and
                  deliver the Security issuable on such exchange to or upon the
                  order of the Depositary or an authorized representative
                  thereof.

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

                           (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 Securities in definitive, fully registered form,
                  without interest coupons.

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

         SECTION 2.13. CUSIP NUMBERS.

         The Company in issuing the Securities may use one or more "CUSIP"
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP"
numbers in notices of redemption or purchase as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption or purchase and that reliance may be placed only
on the other identification numbers printed on the Securities, and any such
redemption or purchase 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.

                                       15

<PAGE>

                                    ARTICLE 3
                       REDEMPTION, PURCHASE AND REPURCHASE

         SECTION 3.1. RIGHT TO REDEEM; NOTICE TO TRUSTEE.

         The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, at any time on or after August 15, 2008, at
a redemption price equal to 100% of the principal amount of the Securities being
redeemed, together with accrued and unpaid interest up to, but not including,
the date selected by the Company for redemption of the Securities (such price
the "Redemption Price" and such date the "Redemption Date"); provided that if
the Redemption Date is an interest payment date, interest will be payable to the
Holders in whose name the Securities are registered at the close of business on
the Redemption Date.

         If the Company elects to redeem Securities pursuant to this Section 3.1
and paragraph 5 of the Securities, it shall notify the Trustee at least 30 days
(but no fewer than 20 days) prior to the Redemption Date as fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee) of the Redemption
Date and the principal amount of Securities to be redeemed. If fewer than all of
the Securities are to be redeemed, the record date relating to such redemption
shall be selected by the Company and given to the Trustee, which record date
shall not be less than ten days after the date of notice to the Trustee.

         SECTION 3.2. SELECTION OF SECURITIES TO BE REDEEMED.

         If less than all of the Securities are to be redeemed, the Trustee
shall, unless the procedures of the Depositary require otherwise, not fewer than
20 nor more than 60 days prior to the Redemption Date, select the Securities to
be redeemed. The Trustee shall make the selection from the Securities
outstanding and not previously called for redemption, by lot, on a pro rata
basis, in such other manner as the Trustee deems appropriate or otherwise in
accordance with the applicable procedures of the Depositary. Securities in
denominations of $1,000 may only be redeemed in whole. The Trustee may select
for redemption portions (equal to $1,000 or any integral multiple thereof) of
the principal of Securities that have denominations larger than $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption.

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

         SECTION 3.3. NOTICE OF REDEMPTION.

         At least 20 days but not more than 60 days before a Redemption Date,
the Company shall mail or cause to be mailed a notice of redemption (a "Notice
of Redemption") to each Holder of Securities to be redeemed at such Holder's
address as it appears on the Primary Registrar's books.

         The Notice of Redemption shall identify the Securities (including CUSIP
numbers) to be redeemed and shall state:

                  (1)      the Redemption Date;

                                       16

<PAGE>

                  (2)      the Redemption Price;

                  (3)      the then current Conversion Price;

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

                  (5)      that Securities called for redemption must be
presented and surrendered to a Paying Agent to collect the Redemption Price;

                  (6)      that Holders who wish to convert Securities must
surrender such Securities for conversion no later than the close of business on
the Business Day immediately preceding the Redemption Date and must satisfy the
other requirements in paragraph 9 of the Securities;

                  (7)      that, unless the Company defaults in making the
redemption payment, interest on Securities called for redemption shall cease
accruing on and after the Redemption Date and the only remaining right of the
Holder shall be to receive payment of the Redemption Price, plus accrued
interest, if any upon presentation and surrender to a Paying Agent of the
Securities; and

                  (8)      if any Security is being redeemed in part, the
portion of the principal amount of such Security to be redeemed and that, after
the Redemption Date, upon presentation and surrender of such Security, a new
Security or Securities in aggregate principal amount equal to the unredeemed
portion thereof will be issued.

         If any of the Securities to be redeemed is in the form of a Global
Security, then the Company shall modify such notice to the extent necessary to
accord with the procedures of the Depositary applicable to redemptions. At the
Company's written request, which request shall (i) be irrevocable once given and
(ii) set forth all relevant information required by clauses (1) through (8) of
the preceding paragraph, the Trustee shall give the Notice of Redemption to each
Holder in the Company's name and at the Company's expense.

         SECTION 3.4. EFFECT OF NOTICE OF REDEMPTION.

         Once the Notice of Redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date and at the Redemption
Price stated in the notice, except for Securities that are converted in
accordance with the provisions of Article 4. Upon presentation and surrender to
a Paying Agent, Securities called for redemption shall be paid at the Redemption
Price, plus accrued interest up to but not including the Redemption Date;
provided that if the Redemption Date is an interest payment date, interest will
be payable to the Holders in whose names the Securities are registered on the
Redemption Date.

         SECTION 3.5. DEPOSIT OF REDEMPTION PRICE.

         Prior to 12:00 p.m. New York City time, on the Redemption Date, the
Company shall deposit with a Paying Agent (or, if the Company acts as Paying
Agent, shall segregate and hold in trust) money sufficient to pay the Redemption
Price of all Securities to be redeemed on that date, other than Securities or
portions thereof called for redemption on that date which have been delivered by
the Company to the Trustee for cancellation or have been converted. The Paying
Agent shall return to the Company any money not required for that purpose
because of the conversion of Securities pursuant to Article 4 or, if such money
is then held by the Company in trust and is not required for such purpose, it
shall be discharged from the trust.

                                       17

<PAGE>

         SECTION 3.6. SECURITIES REDEEMED IN PART.

         Upon presentation and surrender of a Security that is redeemed in part,
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder a new Security equal in principal amount to the unredeemed portion of the
Security surrendered.

         SECTION 3.7. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

         In connection with any redemption of Securities, the Company may
arrange for the purchase and conversion of any Securities called for redemption
by an agreement with one or more investment banks or other purchasers to
purchase such Securities by paying to a Paying Agent (other than the Company or
any of its Affiliates) in trust for the Holders, on or before 12:00 p.m. New
York City time on the Redemption Date, an amount that, together with any amounts
deposited with such Paying Agent by the Company for the redemption of such
Securities, is not less than the Redemption Price of such Securities.
Notwithstanding anything to the contrary contained in this Article 3, the
obligation of the Company to pay the Redemption Price of such Securities, shall
be deemed to be satisfied and discharged to the extent such amount is so paid by
such purchasers; provided, however, that nothing in this Section 3.7 shall
relieve the Company of its obligation to pay the Redemption Price on Securities
called for redemption. If such an agreement with one or more investment banks or
other purchasers is entered into, any Securities called for redemption and not
surrendered for conversion by the Holders thereof prior to the relevant
Redemption Date may, at the option of the Company upon written notice to the
Trustee, 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 4) surrendered by such purchasers for conversion, all as of
12:00 p.m. New York City time on the Redemption Date, subject to payment of the
above amount as aforesaid. The Paying Agent shall hold and pay to the Holders
whose Securities are selected for redemption any such amount paid to it for
purchase in the same manner as it would money deposited with it by the Company
for the redemption of Securities. Without the Paying Agent's prior written
consent, no arrangement between the Company and such purchasers for the purchase
and conversion of any Securities shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Paying Agent as set forth
in this Indenture, and the Company agrees to indemnify the Paying Agent from,
and hold it harmless against, any loss, liability or expense arising out of or
in connection with any such arrangement for the purchase and conversion of any
Securities between the Company and such purchasers, including the costs and
expenses incurred by the Paying Agent in the defense of any claim or liability
arising out of or in connection with the exercise or performance of any of its
powers, duties, responsibilities or obligations under this Indenture.

         SECTION 3.8. PURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON CHANGE
         IN CONTROL.

         (a)      If at any time that Securities remain outstanding there shall
occur a Change in Control, Securities shall be purchased by the Company at the
option of the Holders, as of the date that is 30 Business Days after the
occurrence of the Change in Control (the "Change in Control Purchase Date") at a
purchase price equal to 100% of the principal amount of the Securities, plus
accrued and unpaid interest to, but excluding, the Change in Control Purchase
Date (the "Change in Control Purchase Price"), subject to satisfaction by or on
behalf of any Holder of the requirements set forth in subsection (c) of this
Section 3.8.

         A "Change in Control" shall be deemed to have occurred if any of the
following occurs after the date hereof:

                                       18

<PAGE>

                  (1)      any "person" or "group" (as such terms are defined
below) is or becomes the "beneficial owner" (as defined below), directly or
indirectly, of shares of Voting Stock of the Company representing 50% or more of
the total voting power of all outstanding classes of Voting Stock of the Company
or has the power, directly or indirectly, to elect a majority of the members of
the Board of Directors of the Company; or

                  (2)      the Company consolidates with, or merges with or
into, another Person or the Company sells, assigns, conveys, transfers, leases
or otherwise disposes of all or substantially all of the assets of the Company,
or any Person consolidates with, or merges with or into, the Company, in any
such event other than pursuant to a transaction in which the Persons that
"beneficially owned" (as defined below), directly or indirectly, shares of
Voting Stock of the Company immediately prior to such transaction "beneficially
own" (as defined below), directly or indirectly, shares of Voting Stock of the
Company representing at least a majority of the total voting power of all
outstanding classes of Voting Stock of the surviving or transferee Person; or

                  (3)      the holders of capital stock of the Company approve
any plan or proposal for the liquidation or dissolution of the Company (whether
or not otherwise in compliance with the terms hereof).

For the purpose of the definition of "Change in Control", (i) "person" and
"group" have the meanings given such terms under Section 13(d) and 14(d) of the
Exchange Act or any successor provisions, and the term "group" includes any
group acting for the purpose of acquiring, holding or disposing of securities
within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor
provision thereto), (ii) a "beneficial owner" shall be determined in accordance
with Rule 13d-3 under the Exchange Act, as in effect on the date of this
Indenture, except that the number of shares of Voting Stock of the Company shall
be deemed to include, in addition to all outstanding shares of Voting Stock of
the Company and Unissued Shares (as defined below) deemed to be held by the
"person" or "group" (as such terms are defined above) or other person with
respect to which the Change in Control determination is being made, all Unissued
Shares (as defined below) deemed to be held by all other persons, and (iii) the
terms "beneficially owned" and "beneficially own" shall have meanings
correlative to that of "beneficial owner." The term "Unissued Shares" means
shares of Voting Stock not outstanding that are subject to options, warrants,
rights to purchase or conversion privileges exercisable within 60 days of the
date of determination of a Change in Control.

         Notwithstanding anything to the contrary set forth in this Section 3.8,
a Change in Control will not be deemed to have occurred if either:

                  (X)      the Closing Sale Price of the Common Stock for any
five Trading Days during the ten Trading Days immediately preceding the Change
in Control is at least equal to 105% of the Conversion Price in effect on such
Trading Day; or

                  (Y)      in the case of a merger or consolidation, all of the
consideration (excluding cash payments for fractional shares and cash payments
pursuant to dissenters' appraisal rights in the merger or consolidation) in the
merger or consolidation otherwise constituting the Change in Control consists of
common stock, depositary receipts or other certificates representing common
equity interests, traded on a United States national securities exchange or
quoted on the Nasdaq National Market (or which will be so traded or quoted when
issued or exchanged in connection with such Change in Control) and as a result
of such transaction or transactions the Securities become convertible solely
into such common stock, depositary receipts or other certificates representing
common equity interests.

                                       19

<PAGE>

         (b)      Within 10 Business Days after the occurrence of a Change in
Control, the Company shall mail a written notice of the Change in Control to the
Trustee and to each Holder (and to beneficial owners as required by applicable
law). The notice shall include the form of a Change in Control Purchase Notice
to be completed by the Holder and shall state:

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

                  (2)      the date by which the Change in Control Purchase
Notice pursuant to this Section 3.8 must be given;

                  (3)      the Change in Control Purchase Date;

                  (4)      the Change in Control Purchase Price;

                  (5)      the Holder's right to require the Company to purchase
the Securities;

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

                  (7)      the name and address of each Paying Agent and
Conversion Agent;

                  (8)      the Conversion Price and any adjustments thereto;

                  (9)      that Securities as to which a Change in Control
Purchase Notice has been given may be converted into Common Stock pursuant to
Article 4 of this Indenture only to the extent that the Change in Control
Purchase Notice has been withdrawn in accordance with the terms of this
Indenture;

                  (10)     the procedures that the Holder must follow to
exercise rights under this Section 3.8;

                  (11)     the procedures for withdrawing a Change in Control
Purchase Notice, including a form of notice of withdrawal; and

                  (12)     that the Holder must satisfy the requirements set
forth in the Securities in order to convert the Securities.

         If any of the Securities is in the form of a Global Security, then the
Company shall modify such notice to the extent necessary to accord with the
procedures of the Depositary applicable to the repurchase of Global Securities.
At the Company's request, the Trustee shall give notice of such Change in
Control on behalf of the Company; provided, however, that in all cases the text
of such notice shall be prepared by the Company.

         (c)      A Holder may exercise its rights specified in subsection (a)
of this Section 3.8 upon delivery of a written notice (which shall be in
substantially the form included in Exhibit A hereto and which may be delivered
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "Change in Control Purchase
Notice") to any Paying Agent at any time prior to the close of business on the
Business Day immediately preceding the Change in Control Purchase Date.

                                       20

<PAGE>

         The delivery of such Security to any Paying Agent (together with all
necessary endorsements) at the office of such Paying Agent shall be a condition
to the receipt by the Holder of the Change in Control Purchase Price therefor.

         The Company shall purchase from the Holder thereof, pursuant to this
Section 3.8, a portion of a Security if the principal amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply
to the purchase of all of a Security pursuant to Sections 3.8 through 3.14 also
apply to the purchase of such portion of such Security.

         Notwithstanding anything herein to the contrary, any Holder delivering
to a Paying Agent the Change in Control Purchase Notice contemplated by this
subsection (c) shall have the right to withdraw such Change in Control Purchase
Notice in whole or in a portion thereof that is a principal amount of $1,000 or
in an integral multiple thereof at any time prior to the close of business on
the Business Day immediately preceding the Change in Control Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 3.9.

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

         Anything herein to the contrary notwithstanding, in the case of Global
Securities, any Change in Control Purchase Notice may be delivered or withdrawn
and such Securities may be surrendered or delivered for purchase in accordance
with the Applicable Procedures as in effect from time to time.

         SECTION 3.9. EFFECT OF CHANGE IN CONTROL PURCHASE NOTICE.

         Upon receipt by any Paying Agent of the Change in Control Purchase
Notice specified in Section 3.8(c), the Holder of the Security in respect of
which such Change in Control Purchase Notice was given shall (unless such Change
in Control Purchase Notice is withdrawn as specified below) thereafter be
entitled to receive the Change in Control Purchase Price with respect to such
Security. Such Change in Control Purchase Price shall be paid to such Holder
promptly following the later of (a) the Change in Control Purchase Date with
respect to such Security (provided the conditions in Section 3.8(c) have been
satisfied) and (b) the time of delivery of such Security to a Paying Agent by
the Holder thereof in the manner required by Section 3.8(c). Securities in
respect of which a Change in Control Purchase Notice has been given by the
Holder thereof may not be converted into shares of Common Stock on or after the
date of the delivery of such Change in Control Purchase Notice unless such
Change in Control Purchase Notice has first been validly withdrawn.

         A Change in Control Purchase Notice may be withdrawn by means of a
written notice (which may be delivered by mail, overnight courier, hand
delivery, facsimile transmission or in any other written form and, in the case
of Global Securities, may be delivered electronically or by other means in
accordance with the Depositary's customary procedures) of withdrawal delivered
by the Holder to a Paying Agent at any time prior to the close of business on
the Business Day immediately preceding the Change in Control Purchase Date,
specifying the principal amount of the Security or portion thereof (which must
be a principal amount of $1,000 or an integral multiple of $1,000 in excess
thereof) with respect to which such notice of withdrawal is being submitted.

                                       21

<PAGE>

         SECTION 3.10. DEPOSIT OF CHANGE IN CONTROL PURCHASE PRICE.

         On or before 12:00 p.m. New York City time on the Change in Control
Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent
(other than the Company or an Affiliate of the Company) an amount of money (in
immediately available funds if deposited on such Business Day) sufficient to pay
the aggregate Change in Control Purchase Price of all the Securities or portions
thereof that are to be purchased as of such Change in Control Purchase Date. The
manner in which the deposit required by this Section 3.10 is made by the Company
shall be at the option of the Company, provided that such deposit shall be made
in a manner such that the Trustee or a Paying Agent shall have immediately
available funds on the Change in Control Purchase Date.

         If a Paying Agent holds, in accordance with the terms hereof, money
sufficient to pay the Change in Control Purchase Price of any Security for which
a Change in Control Purchase Notice has been tendered and not withdrawn in
accordance with this Indenture then, on the Change in Control Purchase Date,
such Security will cease to be outstanding and the rights of the Holder in
respect thereof shall terminate (other than the right to receive the Change in
Control Purchase Price as aforesaid). The Company shall publicly announce the
principal amount of Securities purchased as a result of such Change in Control
on or as soon as practicable after the Change in Control Purchase Date.

         SECTION 3.11. REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER ON
         SPECIFIED DATES.

         (a)      The Holders may require the Company to repurchase any
outstanding Securities for cash, in accordance with the provisions of paragraph
7 of the Securities, on August 15, 2007, August 15, 2008, August 15, 2013 or
August 15, 2018 (each a "Repurchase Date") at a purchase price per Security
equal to 100% of the aggregate principal amount of the Security, together with
any accrued and unpaid interest, to but not including the applicable Repurchase
Date (the "Repurchase Price"); provided that if such Repurchase Date is an
interest payment date, interest on the Securities will be payable to the Holders
in whose names the Securities are registered at the close of business on such
Repurchase Date.

         (b)      The Company shall give written notice of the applicable
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) and to beneficial
owners as required by applicable law, not less than 20 Business Days prior to
each Repurchase Date (the "Repurchase Notice"). Each Repurchase Notice shall
include a repurchase election notice, in substantially the form included in
Exhibit A, attached hereto (a "Repurchase Election Notice") to be completed by a
Securityholder. Each Repurchase Notice shall state:

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

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

                  (3)      that Securities as to which a Repurchase Notice has
been given may be converted if they are otherwise convertible in accordance with
Article 4 hereof and paragraph 9 of the Securities only to the extent that the
Repurchase Election Notice has been withdrawn in accordance with the terms of
this Indenture;

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

                                       22

<PAGE>

                  (5)      that the Repurchase Price for any Security as to
which a Repurchase Notice has been given and not withdrawn will be paid promptly
following the later of the Repurchase Date and the time of surrender of such
Security 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 Securities;

                  (8)      the procedures for withdrawing a Repurchase Election
Notice (including pursuant to the terms of Section 3.11(d));

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

                  (10)     the CUSIP number of the Securities.

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

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

         (c)      Repurchases of Securities by the Company pursuant to this
Section 3.11 shall be made, at the option of the Holder thereof, upon:

                  (1)      delivery to the Paying Agent by the Holder of the
Repurchase Election Notice at any time from the opening of business on the date
that is 20 Business Days prior to the applicable Repurchase Date until the close
of business on the fifth Business Day prior to such Repurchase Date stating:

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

                           (B)      the portion (which may be 100%) of the
principal amount of the Security which the Holder will deliver to be purchased,
which portion must be in a principal amount of $1,000 or an integral multiple
thereof, and

                           (C)      that such Security shall be purchased as of
the applicable Repurchase Date pursuant to the terms and conditions specified in
paragraph 7 of the Securities and in this Section 3.11 of this Indenture.

                  (2)      delivery of such Security to the Paying Agent at any
time after delivery Repurchase Notice (together with all necessary endorsements)
at the offices of the Paying Agent. Delivery of such Security shall be a
condition to receipt by the Holder of the Repurchase Price therefor. The
Repurchase Price shall be paid pursuant to this Section 3.11 only if the
Security delivered to the Paying Agent shall conform in

                                       23

<PAGE>

all respects to the description thereof in the related Repurchase Election
Notice, as determined by the Company.

         (d)      Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Repurchase Election Notice contemplated by
this Section 3.11 shall have the right to withdraw such Repurchase Election
Notice at any time prior to the close of business on the second Business Day
immediately preceding the Repurchase Date by delivery of a written notice of
withdrawal to the Paying Agent specifying:

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

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

                  (3)      the aggregate principal amount, if any, of such
Security which remains subject to the original Repurchase Election Notice and
which has been or will be delivered for purchase by the Company.

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

         (e)      On or before 12:00 p.m. (local time in The City of New York)
on the applicable Repurchase Date, the Company shall deposit with the Trustee or
with the Paying Agent (or if the Company or an Affiliate of the Company is
acting as the Paying Agent, shall segregate and hold in trust as provided in
Section 2.4) an amount of money (in immediately available funds if deposited on
such Repurchase Date) sufficient to pay the aggregate Repurchase Price of all
the Securities or portions thereof which are to be purchased as of the
applicable Repurchase Date. The manner in which the deposit required by this
Section 3.11(e) is made by the Company shall be at the option of the Company;
provided that such deposit shall be made in a manner such that the Trustee or a
Paying Agent shall have immediately available funds on the applicable Repurchase
Date.

         If a Paying Agent holds, in accordance with the terms hereof, money
sufficient to pay the Repurchase Price of any Security for which a Repurchase
Election Notice has been tendered and not withdrawn on the applicable Repurchase
Date, then, on the applicable Repurchase Date, such Security will cease to be
outstanding, whether or not the Security is delivered to the Paying Agent, and
the rights of the Holder in respect thereof shall terminate (other than the
right to receive the Repurchase Price as aforesaid) and interest will cease to
accrue on such Security.

         The Repurchase Price shall be paid to such Holder with respect to
Securities for which a Repurchase Election Notice has been tendered and not
withdrawn, subject to receipt of funds by the Paying Agent, promptly following
the later of (x) the Repurchase Date with respect to such Security (provided the
conditions in Section 3.11(c) have been satisfied) and (y) the time of delivery
of such Security to the Paying Agent by the Holder thereof in the manner
required by Section 3.11(c). Securities in respect of which a Repurchase
Election Notice has been given by the Holder thereof may not be converted
pursuant to Article 4 hereof on or after the date of the delivery of such
Repurchase Election Notice, unless the Securities are otherwise then convertible
in accordance with Article 4 and such Repurchase Election Notice has first been
validly withdrawn as specified in Section 3.11(d).

                                       24

<PAGE>

         The Company shall purchase from the Holder thereof, pursuant to this
Section 3.11, a portion of a Security if the principal amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Security also apply to the purchase of such
portion of such Security.

         (f)      There shall be no purchase of any Securities pursuant to this
Section 3.11 if there has occurred (prior to, on or after as the case may be,
the giving, by the Holders of such Securities, of the required Repurchase
Election Notice) and is continuing an Event of Default (other than a default in
the payment of the Repurchase Price). The Paying Agent will promptly return to
the respective Holders thereof any Securities (x) with respect to which a
Repurchase Election Notice 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 Repurchase Price) in which case, upon such return,
the Repurchase Election Notice with respect thereto shall be deemed to have been
withdrawn.

         SECTION 3.12. SECURITIES PURCHASED IN PART.

         Any Security that is to be purchased or repurchased only in part shall
be surrendered at the office of a Paying Agent and promptly after the Change in
Control Purchase Date or the Repurchase Date, as the case may be, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, a new Security or Securities, of such
authorized denomination or denominations as may be requested by such Holder, in
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Security so surrendered that is not purchased or
repurchased.

         SECTION 3.13. COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF
         SECURITIES.

         In connection with any offer to purchase or repurchase or any purchase
or repurchase of Securities under Section 3.8 or 3.11, the Company shall (a)
comply with Rule 13e-4 and Rule 14e-1 (or any successor to either such Rule), if
applicable, under the Exchange Act, (b) file the related Schedule TO (or any
successor or similar schedule, form or report) if required under the Exchange
Act, and (c) otherwise comply with all federal and state securities laws in
connection with such offer to purchase or purchase of Securities, all so as to
permit the rights of the Holders and obligations of the Company under Sections
3.8 through 3.12 and 3.14 to be exercised in the time and in the manner
specified therein.

         SECTION 3.14. REPAYMENT TO THE COMPANY.

         To the extent that the aggregate amount of cash deposited by the
Company pursuant to Section 3.10 or 3.11 exceeds the aggregate Change in Control
Purchase Price or Repurchase Price, as applicable, together, in each case with
interest, if any, thereon of the Securities or portions thereof that the Company
is obligated to purchase or repurchase, then promptly after the Change in
Control Purchase Date or Repurchase Date, the Trustee or a Paying Agent, as the
case may be, shall return any such excess cash to the Company.

                                       25

<PAGE>

                                    ARTICLE 4
                                   CONVERSION

         SECTION 4.1. CONVERSION PRIVILEGE.

         (a)      Subject to the further provisions of this Section 4.1, a
Holder of a Security may convert the principal amount of such Security (or any
portion thereof equal to $1,000 or any integral multiple of $1,000 in excess
thereof) into Common Stock, upon the occurrence of the conditions set forth in
(1), (2), (3) or (4), below, at any time prior to the close of business on the
last Business Day preceding the Final Maturity Date, at the Conversion Price
then in effect:

                  (1)      Closing Sale Price Condition.

                           (A)      A Holder may surrender any Securities held
by such Holder for conversion into Common Stock (x) prior to August 15, 2021,
during any fiscal quarter, if the Closing Sale Price of the Common Stock, for at
least 20 Trading Days in the period of 30 consecutive Trading Days ending on the
last day of the immediately preceding fiscal quarter, is more than 120% of the
Conversion Price on each corresponding Trading Day or (y) at any time after the
Closing Sale Price of the Common Stock on any date after August 15, 2021 through
the Business Day immediately prior to the Final Maturity Date, is more than 120%
of the then current Conversion Price; provided that for the purpose of Section
4.1(a)(1)(A)(x), the period from the first day of the fiscal quarter that
includes August 15, 2021 to August 15, 2021 shall be deemed to be a fiscal
quarter prior to August 15, 2021.

                           (B)      The Conversion Agent, will, on behalf of the
Company, determine daily if the Securities are convertible as a result of the
Closing Sale Price of the Common Stock and notify the Company and the Trustee.

                  (2)      Trading Price Condition.

                           (A)      A Holder may surrender its Securities for
conversion, during the five consecutive Business Day period following any 10
consecutive Trading Day period in which the average of the Trading Prices for a
Security was less than 98% of the average of the Closing Sale Prices of the
Common Stock for such 10 Trading-Day period (the "Average Sale Price")
multiplied by the applicable Conversion Rate. If, however, on the Trading Day
immediately preceding the Conversion Date, the Closing Sale Price of the Common
Stock is greater than 100% of the Conversion Price but less than or equal to
120% of the Conversion Price, then Holders converting their Securities may
receive, in lieu of Common Stock based on the applicable Conversion Rate, at the
Company's option, cash or Common Stock with a value equal to 100% of the
principal amount of the Securities being converted on Conversion Date; in such
case, the Common Stock will be valued at 100% of the average Closing Sale Price
for the five consecutive Trading Days ending on the third Trading Day preceding
the Conversion Date.

                           (B)      If a Holder surrenders its Securities for
conversion pursuant to this subsection (2), and the Company may pay in cash or
Common Stock pursuant to the immediately preceding paragraph (A), the Company
will notify such Holder by the second Trading Day following the Conversion Date
whether the Company will pay such Holder in cash or Common Stock. If the Company
elects to pay the principal amount of such Holder's Securities so surrendered in
cash, the payment will be made on the third Trading Day following the Conversion
Date. If the Company elects to pay the principal amount of such

                                       26

<PAGE>

Holder's Securities so surrendered in Common Stock, the Company will deliver
Common Stock to such Holder on the fourth Trading Day following the Conversion
Date.

                           (C)      The Trustee will determine the Trading Price
after being requested to do so by the Company. However, the Company will have no
obligation to make that request unless a Holder provides the Company with
reasonable evidence that the Trading Price may be less than 98% of the Average
Sale Price of the Common Stock multiplied by the applicable Conversion Rate for
the applicable period. If a Holder provides such evidence, the Company will
instruct the Trustee to determine the Trading Price of the Securities for the
applicable period.

                  (3)      Call for Redemption. A Holder may surrender for
conversion any Securities called for redemption at any time prior to the close
of business one Business Day prior to the Redemption Date, even if the
Securities are not otherwise convertible at such time. If a Holder has already
delivered Repurchase Notice or a Change in Control Purchase Notice with respect
to a Security at the time the call for redemption is made, however, the Holder
may not surrender such Security for conversion until the Holder has withdrawn
such notice in accordance herewith.

                  (4)      Specified Corporate Transactions.

                           (A)      Even if none of the conditions described in
subsections (1), (2) and (3), above has occurred, if the Company elects to: (i)
distribute to all holders of Common Stock rights or warrants entitling such
holders to purchase, for a period expiring within 60 days, Common Stock at less
than the Current Market Price (as determined in accordance with subsection
4.6(b)) at the time, or (ii) distribute to all holders of Common Stock, assets
or debt securities of the Company, or rights or warrants to purchase the
Company's securities, which distribution has a per share value exceeding 10.0%
of the Closing Sale Price of the Common Stock on the Trading Day preceding the
declaration date for such distribution, then in either case (i) and (ii), the
Company must notify the Holders at least 20 days prior to the ex-dividend date
for such distribution. Once the Company has given such notice, Holders may
surrender their securities for conversion at any time until the earlier of the
close of business on the Business Day prior to the ex-dividend date or the
Company's announcement that such distribution will not take place. No adjustment
to the ability of a Holder to convert will be made if the Holder will otherwise
participate in the distribution without conversion.

                           (B)      In addition, if the Company is a party to a
consolidation, merger or binding share exchange pursuant to which all or
substantially all of the Common Stock would be converted into cash, securities
or other property, a Holder may surrender Securities for conversion at any time
from and after the date that is 15 days prior to the anticipated effective date
of the transaction until 15 days after the actual date of such transaction. If
the transaction also constitutes a Change in Control, the Holder can require the
Company to purchase all or a portion of such Holder's Securities, as described
in Section 3.8

         (b)      The number of shares of Common Stock issuable upon conversion
of a Security shall be determined by dividing the principal amount of the
Security or portion thereof surrendered for conversion by the Conversion Price
in effect on the Conversion Date. The initial Conversion Price is set forth in
paragraph 9 of the Securities and is subject to adjustment as provided in this
Article 4.

         Provisions of this Indenture that apply to conversion of all of a
Security also apply to conversion of a portion of a Security.

                                       27

<PAGE>

         A Holder of Securities is not entitled to any rights of a holder of
Common Stock until such Holder has converted its Securities to Common Stock, and
only to the extent such Securities are deemed to have been converted into Common
Stock pursuant to this Article 4.

         If a Security is called for redemption or submitted for purchase upon a
Change in Control pursuant to Article 3, such conversion right shall terminate
at the close of business on the Business Day immediately preceding the
Redemption Date or Change in Control Purchase Date, as the case may be, for such
Security or such earlier date as the Holder presents such Security for
redemption or purchase (unless the Company shall default in making the
redemption payment or Change in Control Purchase Price payment when due, in
which case the conversion right shall terminate at the close of business on the
date such default is cured and such Security is redeemed or purchased, as the
case may be).

         The Company will provide written notice to the Conversion Agent upon
the occurrence of any of the conversion events specified in paragraph (a) of
this Section 4.1 (other than Section 4.1(a)(1) and 4.1(a)(2)).

         SECTION 4.2. CONVERSION PROCEDURE.

         (a)      To convert a Security, a Holder must (i) complete and manually
sign the conversion notice on the back of the Security and deliver such notice
to a Conversion Agent, (ii) surrender the Security (if in certificated form) to
a Conversion Agent, (iii) furnish appropriate endorsements and transfer
documents if required by a Registrar or a Conversion Agent, and (iv) pay any
transfer or similar tax, if required. The date on which the Holder satisfies all
of those requirements is the "Conversion Date."

         (b)      As soon as practicable after the Conversion Date, the Company
shall deliver to the Holder through a Conversion Agent a certificate for the
number of whole shares of Common Stock issuable upon the conversion and cash in
lieu of any fractional shares pursuant to Section 4.3, or (or shall deliver only
cash to the extent the Company elects to pay the principal amount in accordance
with subsection 4.1(a)(2) in cash). Anything herein to the contrary
notwithstanding, in the case of Global Securities, conversion notices may be
delivered and such Securities may be surrendered for conversion in accordance
with the Applicable Procedures as in effect from time to time.

         (c)      The person in whose name the Common Stock certificate is
registered shall be deemed to be a stockholder of record on the Conversion Date;
provided, however, that no surrender of a Security on any date when the stock
transfer books of the Company shall be closed shall be effective to constitute
the person or persons entitled to receive the shares of Common Stock upon such
conversion as the record holder or holders of such shares of Common Stock on
such date, but such surrender shall be effective to constitute the person or
persons entitled to receive such shares of Common Stock as the record holder or
holders thereof for all purposes at the close of business on the next succeeding
day on which such stock transfer books are open; provided, further, that such
conversion shall be at the Conversion Price in effect on the Conversion Date as
if the stock transfer books of the Company had not been closed. Upon conversion
of a Security, such person shall no longer be a Holder of such Security and the
delivery by the Company of the Common Stock issuable upon such conversion will
be deemed to satisfy the Company's obligation to pay the principal amount of,
plus accrued and unpaid interest on, the Security. Upon conversion, accrued and
unpaid interest will be deemed paid in full rather than canceled, extinguished
or forfeited. No payment or adjustment will be made for dividends or
distributions on shares of Common Stock issued upon conversion of a Security.

         (d)      Securities so surrendered for conversion (in whole or in part)
during the period from the close of business on any regular record date to the
opening of business on the next succeeding interest payment date

                                       28

<PAGE>

(excluding Securities or portions thereof called for redemption on a Redemption
Date, presented for purchase upon a Change in Control on a Change in Control
Purchase Date or presented for repurchase on a Repurchase Date, as the case may
be, during the period beginning at the close of business on a regular record
date and ending at the opening of business on the first Business Day after the
next succeeding interest payment date, or if such interest payment date is not a
Business Day, the second such Business Day) shall also be accompanied by payment
in funds acceptable to the Company of an amount equal to the interest payable on
such interest payment date on the principal amount of such Security then being
converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Security, subject to the provisions of
this Indenture relating to the payment of defaulted interest by the Company.
Except as otherwise provided in this Section 4.2, no payment or adjustment will
be made for accrued interest on a converted Security, which will be deemed paid
upon conversion. If the Company defaults in the payment of interest payable on
such interest payment date, the Company shall promptly repay such funds to such
Holder.

         (e)      Nothing in this Section shall affect the right of a Holder in
whose name any Security is registered at the close of business on a record date
to receive the interest payable on such Security on the related interest payment
date in accordance with the terms of this Indenture and the Securities. If a
Holder converts more than one Security at the same time, the number of shares of
Common Stock issuable upon the conversion shall be based on the aggregate
principal amount of Securities converted.

         (f)      Upon surrender of a Security that is converted in part, the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder, a new Security equal in principal amount to the unconverted portion of
the Security surrendered.

         (g)      If an Event of Default has occurred and is continuing (other
than an Event of Default in a cash payment upon conversion of the Securities),
the Company may not pay cash upon conversion of any Security or a portion of a
Security (other than cash for fractional shares).

         (h)      Anything herein to the contrary notwithstanding, in the case
of Global Securities, conversion notices may be delivered and such Global
Securities may be surrendered for conversion in accordance with the Applicable
Procedures as in effect from time to time.

         (i)      The delivery to the Holder of Common Stock of the Company
issuable upon conversion of a Security will be treated as a payment (in an
amount equal to the sum of the then fair market value of such Common Stock and
cash payment in lieu of fractional shares, if any) on the Security for purposes
of the U.S. Treasury regulations governing contingent payment debt instruments.

         SECTION 4.3. FRACTIONAL SHARES.

         The Company will not issue fractional shares of Common Stock upon
conversion of Securities. In lieu thereof, the Company will pay an amount in
cash based upon the Closing Sale Price of the Common Stock on the Trading Day
immediately prior to the Conversion Date.

         SECTION 4.4. TAXES ON CONVERSION.

         If a Holder converts a Security, the Company shall pay any documentary,
stamp or similar issue or transfer tax due on the issue of shares of Common
Stock upon such conversion. However, the Holder shall pay any such tax which is
due because the Holder requests the shares to be issued in a name other than the
Holder's name. The Conversion Agent may refuse to deliver the certificate
representing the Common Stock

                                       29

<PAGE>

being issued in a name other than the Holder's name until the Conversion Agent
receives a sum sufficient to pay any tax which will be due because the shares
are to be issued in a name other than the Holder's name. Nothing herein shall
preclude any tax withholding required by law or regulation.

         SECTION 4.5. COMPANY TO PROVIDE STOCK.

         The Company shall, prior to issuance of any Securities hereunder, and
from time to time as may be necessary, reserve, out of its authorized but
unissued Common Stock, a sufficient number of shares of Common Stock to permit
the conversion of all outstanding Securities into shares of Common Stock.

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

         The Company will endeavor promptly to comply with all federal and state
securities laws regulating the offer and delivery of shares of Common Stock upon
conversion of Securities, if any, and will list or cause to have quoted such
shares of Common Stock on each national securities exchange or on the Nasdaq
National Market or other over-the-counter market or such other market on which
the Common Stock is then listed or quoted; provided, however, that if rules of
such automated quotation system or exchange permit the Company to defer the
listing of such Common Stock until the first conversion of the Securities into
Common Stock in accordance with the provisions of this Indenture, the Company
covenants to list such Common Stock issuable upon conversion of the Securities
in accordance with the requirements of such automated quotation system or
exchange at such time. Any Common Stock issued upon conversion of a Security
hereunder which at the time of conversion was a Restricted Security will also be
a Restricted Security.

         SECTION 4.6. ADJUSTMENT OF CONVERSION PRICE.

         (a)      The conversion price as stated in paragraph 9 of the
Securities (the "Conversion Price") shall be adjusted from time to time by the
Company as follows:

                  (1)      Dividends, Distributions, Subdivisions and
Combinations. In case the Company shall: (i) pay a dividend on its Common Stock
in shares of Common Stock or make a distribution on its Common Stock in shares
of Common Stock; or (ii) subdivide its outstanding Common Stock into a greater
number of shares, or combine its outstanding Common Stock into a smaller number
of shares, the Conversion Price in effect immediately prior thereto shall be
adjusted so that the Holder of any Security thereafter surrendered for
conversion shall be entitled to receive that number of shares of Common Stock
which it would have owned had such Security been converted immediately prior to
the happening of such event. An adjustment made pursuant to this subsection (1)
shall become effective immediately after the record date in the case of a
dividend or distribution and shall become effective immediately after the
effective date in the case of subdivision or combination.

                  (2)      Issuance of Rights or Warrants. In case the Company
shall issue rights or warrants to all or substantially all holders of its Common
Stock entitling them (for a period of not more than 60 days following such
issuance) 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 per share of Common Stock
(as determined in accordance with subsection (b) of this Section 4.6) on the
record date for the determination of stockholders (the "Rights Determination
Date") entitled to receive such rights or warrants, the Conversion Price in
effect immediately prior thereto shall be adjusted so that the same

                                       30

<PAGE>

shall equal the price determined by multiplying the Conversion Price in effect
immediately prior to such Rights Determination Date by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding on such
Rights Determination Date plus the number of shares which the aggregate offering
price of the total number of shares of Common Stock so offered (or the aggregate
conversion price of the convertible securities so offered, which shall be
determined by multiplying the number of shares of Common Stock issuable upon
conversion of such convertible securities by the conversion price per share of
Common Stock pursuant to the terms of such convertible securities) would
purchase at the Current Market Price per share (as defined in subsection (b) of
this Section 4.6) of Common Stock on such Rights Determination Date, and of
which the denominator shall be the number of shares of Common Stock outstanding
on such Rights Determination Date plus the number of additional shares of Common
Stock offered (or into which the convertible securities so offered are
convertible). Such adjustment shall be made successively whenever any such
rights or warrants are issued, and shall become effective immediately after such
Rights Determination Date. If at the end of the period during which such rights
or warrants are exercisable not all rights or warrants shall have been
exercised, the adjusted Conversion Price shall be immediately readjusted to what
it would have been based upon the number of additional shares of Common Stock
actually issued (or the number of shares of Common Stock issuable upon
conversion of convertible securities actually issued).

                  (3)      Distributions of Capital Stock, Indebtedness or Other
Assets.

                           (A)      In case the Company shall distribute to all
or substantially all holders of its Common Stock any shares of capital stock of
the Company (other than Common Stock), evidences of indebtedness or other
non-cash assets, or rights or warrants (including securities of any person other
than the Company but excluding:

                                    (i)      dividends or distributions referred
to in subsection 4.6(a)(1), above;

                                    (ii)     rights and warrants referred to in
subsection 4.6(a)(2), above;

                                    (iii)    dividends and distributions
referred to in subsection 4.6(a)(4) below; and

                                    (iv)     distribution of rights to all
holders of Common Stock pursuant to the a Rights Plan or the detachment of such
rights under the terms of such Rights Plan),

then in such case the Conversion Price shall be adjusted so that the same shall
equal the price determined by multiplying the current Conversion Price by a
fraction of which the numerator shall be the Current Market Price per share (as
defined in subsection (b) of this Section 4.6) of the Common Stock on the record
date for the determination of stockholders entitled to receive such capital
stock, evidences of indebtedness or other non-cash assets (the "Capital Stock
Determination Date"), less the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive evidence of such fair market
value and which shall be evidenced by an Officer's Certificate delivered to the
Trustee) on such Capital Stock Determination Date, of the portion of the capital
stock, evidences of indebtedness or other non-cash assets so distributed or of
such rights or warrants applicable to one share of Common Stock (determined on
the basis of the number of shares of Common Stock outstanding on the Capital
Stock Determination Date), and of which the denominator shall be the Current
Market Price per share (as defined in subsection (b) of this Section 4.6) of the
Common Stock on such Capital Stock Determination Date. Such adjustment shall be
made successively whenever any such distribution is made and shall become
effective immediately after the Capital Stock Determination Date.

                                       31

<PAGE>

                           (B)      In the event the then fair market value (as
so determined) of the portion of the capital stock, evidences of indebtedness or
other non-cash assets so distributed or of such rights or warrants applicable to
one share of Common Stock is equal to or greater than the Current Market Price
per share of the Common Stock on such Capital Stock Determination Date, in lieu
of the foregoing adjustment, adequate provision shall be made so that each
holder of a Security shall have the right to receive upon conversion the amount
of capital stock, evidences of indebtedness or other non-cash assets so
distributed or of such rights or warrants such holder would have received had
such holder converted each Security on such Capital Stock Determination Date. In
the event that such 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 4.6(a)(3) by reference to the actual or when issued trading market
for any securities, it must in doing so consider the prices in such market over
the same period used in computing the Current Market Price of the Common Stock.

                  (4)      Cash Dividends or Distributions.

                           (A)      If the Company shall, by dividend or
otherwise, make one or more dividends or distributions in cash during any fiscal
quarter of the Company to all or substantially all holders of its Common Stock,
in an aggregate amount that, together with the aggregate amount of all other
cash dividends or distributions made during such fiscal quarter to all or
substantially all holders of its Common Stock exceeds the product of $0.02
(appropriately adjusted from time to time for any stock dividends on or
subdivisions or combinations of the Common Stock) multiplied by the number of
shares of Common Stock outstanding on the record date for determination of
stockholders entitled to receive the dividend or distribution (the "Dividend
Determination Date" and together with the Rights Determination Date and Capital
Stock Determination Date, each a "Determination Date") (excluding shares held in
the treasury of the Company), then in such case the Conversion Price shall be
adjusted so that the same shall equal the price determined by multiplying such
Conversion Price in effect immediately prior to the Dividend Determination Date
by a fraction of which the numerator shall be the Current Market Price per share
of the Common Stock and the denominator of which shall be the Current Market
Price per share of the Common Stock plus the amount per share of such dividend
or distribution, to the extent it exceeds $0.02 per share (appropriately
adjusted from time to time for any stock dividends on or subdivisions or
combinations of Common Stock). The adjustment will be made successively whenever
any such event occurs.

                  (5)      Tender Offer.

                           (A)      In case any tender offer made by the Company
or any of its Subsidiaries for Common Stock shall expire and such tender offer
(as amended upon the expiration thereof) shall involve the payment of aggregate
consideration in an amount (determined as the sum of the aggregate amount of
cash consideration and the aggregate fair market value (as determined by the
Board of Directors, whose determination shall be conclusive evidence thereof and
which shall be evidenced by an Officers' Certificate delivered to the Trustee
thereof) of any other consideration) that, together with the aggregate amount
of:

                                    (i)      any cash and the fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive evidence thereof and which shall be evidenced by an Officers'
Certificate delivered to the Trustee) of any other consideration payable in
respect of any other tender offers by the Company or any Subsidiary of the
Company for Common Stock consummated within the 12 months preceding the date of
the Expiration Date (as defined below) and in respect of which no Conversion
Price adjustment pursuant to this Section 4.6 has been made; and

                                       32

<PAGE>

                                    (ii)     all cash distributions to all or
substantially all holders of its Common Stock made within the 12 months
preceding the Expiration Date and in respect of which no Conversion Price
adjustment pursuant to this Section 4.6 has been made,

exceeds an amount equal to 10.0% of the product of the Current Market Price per
share of Common Stock (as determined in accordance with subsection (b) of this
Section 4.6) as of the last date (the "Expiration Date") tenders could have been
made pursuant to such tender offer (as it may be amended) (the last time at
which such tenders could have been made on the Expiration Date is hereinafter
sometimes called the "Expiration Time") multiplied by the number of shares of
Common Stock outstanding (including tendered shares but excluding any shares
held in the treasury of the Company) at the Expiration Time, then, immediately
prior to the opening of business on the day after the Expiration 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
close of business on the Expiration Date by a fraction of which the numerator
shall be the product of the number of shares of Common Stock outstanding
(including tendered shares but excluding any shares held in the treasury of the
Company) at the Expiration Time multiplied by the Current Market Price per share
of the Common Stock (as determined in accordance with subsection (b) of this
Section 4.6) on the Trading Day next succeeding the Expiration Date and the
denominator shall be the sum of (x) the aggregate consideration (determined as
aforesaid) payable to stockholders based on the acceptance (up to any maximum
specified in the terms of the tender offer) of all shares validly tendered 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 and excluding any shares held in the treasury of the Company) at the
Expiration Time and the Current Market Price per share of Common Stock (as
determined in accordance with subsection (b) of this Section 4.6) on the Trading
Day next succeeding the Expiration Date, such reduction to become effective
immediately prior to the opening of business on the day following the Expiration
Date. In the event that the Company is obligated to purchase shares pursuant to
any such tender offer, but the Company is permanently prevented by applicable
law from effecting any or all such purchases or any or all such purchases are
rescinded, the Conversion Price shall again be adjusted to be the Conversion
Price which would have been in effect based upon the number of shares actually
purchased. If the application of this Section 4.6(a)(5) to any tender offer
would result in an increase in the Conversion Price, no adjustment shall be made
for such tender offer under this Section 4.6(a)(5).

                           (B)      For purposes of this Section 4.6(a)(5), the
term "tender offer" shall mean and include both tender offers and exchange
offers, all references to "purchases" of shares in tender offers (and all
similar references) shall mean and include both the purchase of shares in tender
offers and the acquisition of shares pursuant to exchange offers, and all
references to "tendered shares" (and all similar references) shall mean and
include shares tendered in both tender offers and exchange offers.

         (b)      The term "Current Market Price" shall mean (i) for the purpose
of any computation under subsection 4.1(a)(4), 4.6(a)(2), 4.6(a)(3) or
4.6(a)(5), the Current Market Price per share of Common Stock on any date shall
be deemed to be the average of the daily Closing Sale Prices for the 30
consecutive Trading Days commencing 45 Trading Days before the Determination
Date or Expiration Date, as the case may be, and (ii) for the purpose of any
computation under subsection 4.6(a)(4), the Current Market Price per share of
Common Stock shall be deemed to be the average of the daily Closing Sales Prices
per share of Common Stock for the first ten Trading Days from and including the
date that the Common Stock trades ex-dividend.

         In the event of a Conversion Price adjustment pursuant to subsections
4.6(a)(3) or (4), above, the Conversion Price may not be adjusted to be less
than $54.04 (the "Minimum Conversion Price");

                                       33

<PAGE>

notwithstanding the foregoing, in the event of a Conversion Price adjustment
pursuant to subsections 4.6(a)(1), (2) or (5), above, the Minimum Conversion
Price will be adjusted in proportion to such adjustment in the Conversion Price.

         (c)      Rights Plans.

                  (1)      In the event that the Company implements a new
preferred shares rights plan or any similar plan (a "Rights Plan"), or the
Company's current Rights Plan is still in effect, upon conversion of the
Securities into Common Stock, to the extent that any such Rights Plan has been
implemented and is still in effect upon such conversion, the holders of
Securities will receive, in addition to the Common Stock, the rights described
therein (whether or not the rights have separated from the Common Stock at the
time of conversion), subject to the limitations set forth in the Rights Plan.
Any distribution of rights or warrants pursuant to a Rights Plan complying with
the requirements set forth in the immediately preceding sentence of this
paragraph shall not constitute a distribution of rights or warrants pursuant to
this Section 4.6.

                  (2)      Rights or warrants (or other rights issued pursuant
to a Rights Plan) 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 4.6 (and no adjustment to the Conversion Price under
this Section 4.6 will be required) until the occurrence of the earliest Trigger
Event, whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion
Price shall be made under this Section 4.6. If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of
this Indenture, are subject to events, upon the occurrence of which such rights
or warrants become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the date of the occurrence of any and each
such event shall be deemed to be the date of distribution and record date with
respect to new rights or warrants with such rights (and a termination or
expiration of the existing rights or warrants without exercise by any of the
holders thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding sentence) with respect thereto that was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion Price under this Section 4.6 was made, (1) 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 or holders
of Common Stock with respect to such rights or warrants (assuming such holder
had retained such rights or warrants), made to all holders of Common Stock as of
the date of such redemption or repurchase, and (2) in the case of such rights or
warrants which shall have expired or been terminated without exercise by any
holders thereof, the Conversion Price shall be readjusted as if such rights and
warrants had not been issued.

         (d)      In any case in which this Section 4.6 shall require that an
adjustment be made following a record date or a Determination Date or Expiration
Date, as the case may be, established for purposes of this Section 4.6, the
Company may elect to defer (but only until five Business Days following the
filing by the Company with the Trustee of the certificate described in Section
4.9) issuing to the Holder of any Security converted after such record date or
Determination Date or Expiration Date the shares of Common Stock and other
capital stock of the Company issuable upon such conversion over and above the
shares of Common

                                       34

<PAGE>

Stock and other capital stock of the Company issuable upon such conversion only
on the basis of the Conversion Price prior to adjustment; and, in lieu of the
shares the issuance of which is so deferred, the Company shall issue or cause
its transfer agents to issue due bills or other appropriate evidence prepared by
the Company of the right to receive such shares. If any distribution in respect
of which an adjustment to the Conversion Price is required to be made as of the
record date or Determination Date or Expiration Date therefor is not thereafter
made or paid by the Company for any reason, the Conversion Price shall be
readjusted to the Conversion Price which would then be in effect if such record
date had not been fixed or such effective date or Determination Date or
Expiration Date had not occurred.

         SECTION 4.7. NO ADJUSTMENT.

         No adjustment in the Conversion Price shall be required unless the
adjustment would require an increase or decrease of at least 1% in the
Conversion Price as last adjusted; provided, however, that any adjustments which
by reason of this Section 4.7 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Article 4 shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be.

         Except pursuant to Section 4.6 and 4.7, no adjustment need be made for
issuances of Common Stock or any securities convertible or exchangeable for
Common Stock or the right to purchase Common Stock or such convertible or
exchangeable securities, including pursuant to a Company plan for reinvestment
of dividends or interest or for a change in the par value or a change to no par
value of the Common Stock.

         To the extent that the Securities become convertible into the right to
receive cash, no adjustment need be made thereafter as to the cash. Interest
will not accrue on the cash.

         SECTION 4.8. ADJUSTMENT FOR TAX PURPOSES.

         The Company shall be entitled to make such reductions in the Conversion
Price, in addition to those required by Section 4.6, as it in its discretion
shall determine to be advisable in order that any stock dividends, subdivisions
of shares, distributions of rights to purchase stock or securities or
distributions of securities convertible into or exchangeable for stock hereafter
made by the Company to its stockholders shall not be taxable.

         SECTION 4.9. NOTICE OF ADJUSTMENT.

         Whenever the Conversion Price or conversion privilege is adjusted, the
Company shall promptly mail to Securityholders a notice of the adjustment and
file with the Trustee an Officers' Certificate briefly stating the facts
requiring the adjustment and the manner of computing it. Unless and until the
Trustee shall receive an Officers' Certificate setting forth an adjustment of
the Conversion Price, the Trustee may assume without inquiry that the Conversion
Price has not been adjusted and that the last Conversion Price of which it has
knowledge remains in effect.

         SECTION 4.10. NOTICE OF CERTAIN TRANSACTIONS.

         In the event that:

                  (1)      the Company takes any action which would require an
adjustment in the Conversion Price;

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<PAGE>

                  (2)      the Company consolidates or merges with, or transfers
all or substantially all of its property and assets to, another corporation and
shareholders of the Company must approve the transaction; or

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

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Company shall mail
the notice at least ten days before such date. Failure to mail such notice or
any defect therein shall not affect the validity of any transaction referred to
in clause (1), (2) or (3) of this Section 4.10.

         SECTION 4.11. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE
         ON CONVERSION PRIVILEGE.

         If any of the following shall occur, namely: (a) any reclassification
or change of shares of Common Stock issuable upon conversion of the Securities
(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, or any
other change for which an adjustment is provided in Section 4.6); (b) any
consolidation or merger or combination to which the Company is a party other
than a merger in which the Company is the continuing corporation and which does
not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock;
or (c) any sale or conveyance as an entirety or substantially as an entirety of
the property and assets of the Company, directly or indirectly, to any Person,
then the Company, or such successor, purchasing or transferee Person, as the
case may be, shall, as a condition precedent to such reclassification, change,
combination, consolidation, merger, sale or conveyance, execute and deliver to
the Trustee a supplemental indenture providing that the Holder of each Security
then outstanding shall have the right to convert such Security into the kind and
amount of shares of stock and other securities and property (including cash)
receivable upon such reclassification, change, combination, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
deliverable upon conversion of such Security immediately prior to such
reclassification, change, combination, consolidation, merger, sale or
conveyance. Such supplemental indenture shall provide for adjustments of the
Conversion Price, which shall be as nearly equivalent as may be practicable to
the adjustments of the Conversion Price provided for in this Article 4. If, in
the case of any such consolidation, merger, combination, sale or conveyance, the
stock or other securities and property (including cash) receivable thereupon by
a holder of Common Stock include shares of stock or other securities and
property of a Person other than the successor, purchasing or transferee Person,
as the case may be, in such consolidation, merger, combination, sale or
conveyance, then such supplemental indenture shall also be executed by such
other Person and shall contain such additional provisions to protect the
interests of the Holders of the Securities as the Board of Directors shall
reasonably consider necessary by reason of the foregoing. The provisions of this
Section 4.11 shall similarly apply to successive reclassifications, changes,
combinations, consolidations, mergers, sales or conveyances.

         In the event the Company shall execute a supplemental indenture
pursuant to this Section 4.11, the Company shall promptly file with the Trustee
(x) an Officers' Certificate briefly stating the reasons therefor, the kind or
amount of shares of stock or other securities or property (including cash)
receivable by Holders of the Securities upon the conversion of their Securities
after any such reclassification, change, combination, consolidation, merger,
sale or conveyance, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with and (y) an Opinion of Counsel that
all conditions precedent have been complied with, and shall promptly mail notice
thereof to all Holders.

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<PAGE>

         SECTION 4.12. TRUSTEE'S DISCLAIMER.

         The Trustee shall have no duty to determine when an adjustment under
this Article 4 should be made, how it should be made or what such adjustment
should be, but may accept as conclusive evidence of that fact or the correctness
of any such adjustment, and shall be protected in relying upon, an Officers'
Certificate including the Officers' Certificate with respect thereto which the
Company is obligated to file with the Trustee pursuant to Section 4.9. The
Trustee makes no representation as to the validity or value of any securities or
assets issued upon conversion of Securities, and the Trustee shall not be
responsible for the Company's failure to comply with any provisions of this
Article 4.

         The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 4.11, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 4.11.

         SECTION 4.13. VOLUNTARY REDUCTION.

         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 if the
reduction is irrevocable during such period (i) if the Board of Directors
determines that such reduction would be in the best interest of the Company or
to avoid or diminish income tax to holders of shares of Common Stock in
connection with a dividend or distribution of stock or similar event, and (ii)
the Company provides 15 days prior notice of any reduction in the Conversion
Price; provided, however, that in no event may the Company reduce the Conversion
Price to be less than the par value of a share of Common Stock.

                                    ARTICLE 5
                                    COVENANTS

         SECTION 5.1. PAYMENT OF SECURITIES.

         The Company shall promptly make all payments in respect of the
Securities on the dates and in the manner provided in the Securities and this
Indenture. An installment of principal or interest (including Contingent
Interest) or Additional Interest, if any, shall be considered paid on the date
it is due if the Paying Agent (other than the Company) holds by 12:00 p.m., New
York City time, on that date money, deposited by the Company or an Affiliate
thereof, sufficient to pay the installment. The Company shall, to the fullest
extent permitted by law, pay interest on overdue principal (including premium,
if any) and overdue installments of interest at the rate borne by the Securities
per annum.

         The Company will not be required to make any payment in respect of the
Securities on any day that is not a Business Day and any such payment will be
due on the next succeeding Business Day and be treated as though it were paid on
the original due date and additional interest will not accrue for the additional
period of time.

         Payment of the principal of (and premium, if any) and any interest on
the Securities shall be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New York (which shall
initially be Wells Fargo Bank Minnesota, N.A., 45 Broadway, 12th Floor, MAC
N2666-120, New York, New York, 10002) or at the Corporate Trust Office of the
Trustee in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and

                                       37

<PAGE>

private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address appears in the Register; provided further that a Holder
with an aggregate principal amount in excess of $2,000,000 will be paid by wire
transfer in immediately available funds at the election of such Holder if such
Holder has provided wire transfer instructions to the Company at least 10
Business Days prior to the payment date.

         SECTION 5.2. SEC REPORTS.

         The Company shall file all reports and other information and documents
that it is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act, and within 15 days after it files them with the SEC, the Company
shall file copies of all such reports, information and other documents with the
Trustee.

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

         SECTION 5.3. COMPLIANCE CERTIFICATES.

         The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company (beginning with the fiscal year ending
September 30, 2003), an Officers' Certificate as to the signer's knowledge of
the Company's compliance with all conditions and covenants on its part contained
in this Indenture and stating whether or not the signer knows of any default or
Event of Default. If such signer knows of such a default or Event of Default,
the Officers' Certificate shall describe the default or Event of Default and the
efforts to remedy the same. For the purposes of this Section 5.3, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

         SECTION 5.4. FURTHER INSTRUMENTS AND ACTS.

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

         SECTION 5.5. MAINTENANCE OF CORPORATE EXISTENCE.

         Subject to Article 6, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

         SECTION 5.6. RULE 144A INFORMATION REQUIREMENT.

         Within the period prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision), the Company covenants and agrees that it shall, during any
period in which it is not subject to Section 13 or 15(d) under the Exchange Act,
make available to any Holder or beneficial holder of Securities or any Common
Stock issued upon conversion thereof which continue to be Restricted Securities
in connection with any sale thereof and any prospective purchaser of Securities
or such Common Stock designated by such Holder or beneficial holder, the
information required pursuant to Rule 144A(d)(4) under the Securities Act upon
the request of any Holder or beneficial holder of the Securities or such Common
Stock and it will take such further action as any Holder or

                                       38

<PAGE>

beneficial holder of such Securities or such Common Stock may reasonably
request, all to the extent required from time to time to enable such Holder or
beneficial holder to sell its Securities or Common Stock without registration
under the Securities Act within the limitation of the exemption provided by Rule
144A, as such Rule may be amended from time to time. Upon the request of any
Holder or any beneficial holder of the Securities or such Common Stock, the
Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.

         SECTION 5.7. STAY, EXTENSION AND USURY LAWS.

         The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law or other
law which would prohibit or forgive the Company from paying all or any portion
of the principal of, premium, if any, or interest (including Additional
Interest, if any) on the Securities as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture and the Company (to the extent it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

         SECTION 5.8. PAYMENT OF ADDITIONAL INTEREST OR CONTINGENT INTEREST

         (a)      If Additional Interest is payable by the Company pursuant to
the Registration Rights Agreement, the Company shall deliver to the Trustee a
certificate to that effect stating (i) the amount of such Additional Interest
that is payable and (ii) the date on which such Additional Interest is payable.
Unless and until a Trust Officer of the Trustee receives such a certificate, the
Trustee may assume without inquiry that no such Additional Interest is payable.
If the Company has paid Additional Interest directly to the Persons entitled to
it, the Company shall deliver to the Trustee a certificate setting forth at the
particulars of such payment.

         (b)      If Contingent Interest is payable by the Company for any
semi-annual period, the Company shall deliver to the Trustee notice that the
Company is required to pay Contingent Interest for such semi-annual period, on
or prior to the interest payment date relating to such payment of Contingent
Interest. The notice shall set forth the amount of Contingent Interest per
$1,000 principal amount of Securities.

         (c)      For the purposes of this Indenture, the Securities shall be
treated as indebtedness subject to U.S. Treasury regulations governing
contingent payment debt instruments. Each Holder, by its acceptance of a
Security agrees to be bound by the Company's application of the U.S. Treasury
regulations that govern contingent payment debt instruments including the
Company's determination that the rate at which interest will be deemed to accrue
for U.S. federal income tax purposes will be 5.65%.

                                    ARTICLE 6
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 6.1. COMPANY MAY CONSOLIDATE, ETC, ONLY ON CERTAIN TERMS.

         The Company shall not consolidate with or merge into any other Person
(in a transaction in which the Company is not the surviving Person) or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless:

                                       39

<PAGE>

                  (1)      in case the Company shall consolidate with or merge
into another Person (in a transaction in which the Company is not the surviving
Person) or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the Person formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety shall be a corporation, limited liability company, partnership or
trust, shall be organized and validly existing under the laws of the United
States of America, any State thereof or the District of Columbia (provided that,
if as of a result of such consolidation, merger, conveyance, transfer or lease,
the Securities would become convertible into equity interests of a Person other
than the Company pursuant to Section 4.11, then such Person shall not be a
pass-through entity for U.S. federal income tax purposes) and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of and any premium and interest on all the Securities and the
performance or observance of every covenant of this Indenture on the part of the
Company to be performed or observed and the conversion rights shall be provided
for in accordance with Article 4, by supplemental indenture satisfactory in form
to the Trustee, executed and delivered to the Trustee, by the Person (if other
than the Company) formed by such consolidation or into which the Company shall
have been merged or by the Person which shall have acquired the Company's
assets;

                  (2)      immediately after giving effect to such transaction,
no Default or Event of Default shall have occurred and be continuing; and

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

         SECTION 6.2. SUCCESSOR SUBSTITUTED.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of all or
substantially all of the properties and assets of the Company substantially as
an entirety in accordance with Section 6.1, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                    ARTICLE 7
                              DEFAULT AND REMEDIES

         SECTION 7.1. EVENTS OF DEFAULT.

         An "Event of Default" shall occur if:

                                       40

<PAGE>

                  (1)      the Company defaults in the payment of any interest
or Additional Interest, if any, payable to all holders of Registrable Securities
(as defined in the Registration Rights Agreement) on any Security when the same
becomes due and payable and the default continues for a period of 30 days;

                  (2)      the Company defaults in the payment of any principal
of (including, without limitation, any premium, if any, on) any Security when
the same becomes due and payable (whether at maturity, upon redemption, purchase
or repurchase, on a Redemption Date, Repurchase Date, Change of Control Purchase
Date or otherwise);

                  (3)      the Company fails to comply with any of its other
agreements contained in the Securities or this Indenture and the default
continues for the period and after the notice specified below;

                  (4)      the Company defaults in the payment of the purchase
price of any Security when the same becomes due and payable; or

                  (5)      the Company fails to provide a Change in Control
Purchase Notice when required by Section 3.8; or

                  (6)      any indebtedness under any bond, debenture, note or
other evidence of indebtedness for money borrowed by the Company or any
Significant Subsidiary or under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
indebtedness for money borrowed by the Company or any Significant Subsidiary (an
"Instrument") with a principal amount then outstanding in excess of U.S.
$25,000,000 whether such indebtedness now exists or shall hereafter be created,
is not paid at final maturity of the Instrument (either at its stated maturity
or upon acceleration thereof), and such indebtedness is not discharged, or such
acceleration is not cured, waived, rescinded or annulled, within a period of 30
days after there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities a written notice
specifying such default and requiring the Company to cause such indebtedness to
be discharged or cause such default to be cured or waived or such acceleration
to be rescinded or annulled and stating that such notice is a "Notice of
Default" hereunder; or

                  (7)      the Company or any Significant Subsidiary pursuant to
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;

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

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

                  (8)      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;

                                       41

<PAGE>

                           (B)      appoints a Custodian of the Company or any
                                    Significant Subsidiary or for all or
                                    substantially all of the property of the
                                    Company or any Significant Subsidiary; or

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

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

         The term "Bankruptcy Law" means Title 11 of the United States Code (or
any successor thereto) or any similar federal or state law for the relief of
debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

         A default under clause (3) above is not an Event of Default until the
Trustee notifies the Company in writing, or the Holders of at least 25% in
aggregate principal amount of the Securities then outstanding notify the Company
and the Trustee in writing, of the default, and the Company does not cure the
default within 60 days after receipt of such notice. The notice given pursuant
to this Section 7.1 must specify the default, demand that it be remedied and
state that the notice is a "Notice of Default." When any default under this
Section 7.1 is cured, it ceases.

         The Trustee shall not be charged with knowledge of any Event of Default
unless written notice thereof shall have been given to a Trust Officer at the
Corporate Trust Office of the Trustee by the Company, a Paying Agent, any Holder
or any agent of any Holder.

         SECTION 7.2. ACCELERATION.

         If an Event of Default (other than an Event of Default specified in
clause (7) or (8) of Section 7.1) occurs and is continuing, the Trustee may, by
notice to the Company, or the Holders of at least 25% in aggregate principal
amount of the Securities then outstanding may, by notice to the Company and the
Trustee, declare all unpaid principal to the date of acceleration on the
Securities then outstanding (if not then due and payable) to be due and payable
upon any such declaration, and the same shall become and be immediately due and
payable. If an Event of Default specified in clause (7) or (8) of Section 7.1
occurs, all unpaid principal of the Securities then outstanding shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder. The Holders of a majority in aggregate
principal amount of the Securities then outstanding by notice to the Trustee may
rescind an acceleration and its consequences if (a) all existing Events of
Default, other than the nonpayment of the principal of the Securities which has
become due solely by such declaration of acceleration, have been cured or
waived; (b) to the extent the payment of such interest is lawful, interest
(calculated at the rate per annum borne by the Securities) on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid; (c) the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction; and (d) all payments due to the Trustee and any predecessor
Trustee under Section 8.7 have been made. No such rescission shall affect any
subsequent default or impair any right consequent thereto.

         SECTION 7.3. OTHER REMEDIES.

         If an Event of Default occurs and is continuing, the Trustee may, but
shall not be obligated to, pursue any available remedy by proceeding at law or
in equity to collect the payment of the principal of or interest on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.

                                       42

<PAGE>

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

         SECTION 7.4. WAIVER OF DEFAULTS AND EVENTS OF DEFAULT.

         Subject to Sections 7.7 and 10.2, the Holders of a majority in
principal amount of the Securities then outstanding, by notice to the Trustee
may waive an existing default or Event of Default and its consequences, except a
default or Event of Default in the payment of the principal of, or premium or
interest on any Security, a failure by the Company to convert any Securities
into Common Stock or any failure to comply with any provision of this Indenture
or the Securities which, under Section 10.2, cannot be modified or amended
without the consent of the Holder of each Security affected. When a default or
Event of Default is waived, it is cured and ceases.

         SECTION 7.5. CONTROL BY MAJORITY.

         The Holders of a majority in principal amount of the Securities then
outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, that the Trustee determines may be unduly
prejudicial to the rights of another Holder or the Trustee, or that may involve
the Trustee in personal liability unless the Trustee is offered indemnity
reasonably satisfactory to it; provided, however, that the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such
direction.

         SECTION 7.6. LIMITATIONS ON SUITS.

         A Holder may not pursue any remedy with respect to this Indenture or
the Securities (except actions for payment of overdue principal or interest or
for the conversion of the Securities pursuant to Article 4) unless:

                  (1)      the Holder gives to the Trustee written notice of a
continuing Event of Default;

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

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

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

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

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

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<PAGE>

         SECTION 7.7. RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of the principal of and interest on the
Security, on or after the respective due dates expressed in the Security and
this Indenture, to convert such Security in accordance with Article 4 and to
bring suit for the enforcement of any such payment on or after such respective
dates or the right to convert, is absolute and unconditional and shall not be
impaired or affected without the consent of the Holder.

         SECTION 7.8. COLLECTION SUIT BY TRUSTEE.

         If an Event of Default in the payment of principal or interest
specified in clause (1) or (2) of Section 7.1 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or another obligor on the Securities for the whole amount of
principal and accrued interest remaining unpaid, together with, to the extent
that payment of such interest is lawful, interest on overdue principal and on
overdue installments of interest, in each case at the rate per annum borne by
the Securities and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

         SECTION 7.9. TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any judicial proceedings relative to the Company (or any other obligor on the
Securities), its creditors or its property and shall be entitled and empowered
to collect and receive any money or other property payable or deliverable on any
such claims and to distribute the same, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to 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 8.7, and to the extent that such payment of the reasonable compensation,
expenses, disbursements and advances in any such proceedings shall be denied for
any reason, payment of the same shall be secured by a lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
property which the Holders may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to, or, on behalf of any Holder, to authorize, accept or
adopt any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

         SECTION 7.10. PRIORITIES.

         If the Trustee collects any money pursuant to this Article 7, it shall
pay out the money in the following order:

         First, to the Trustee for amounts due under Section 8.7;

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<PAGE>

         Second, to Holders for amounts due and unpaid on the Securities for
principal and interest (including Additional Interest, if any), ratably, without
preference or priority of any kind, according to the amounts due and payable on
the Securities for principal and interest (including Additional Interest, if
any), respectively; and

         Third, to the Company.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 7.10.

         SECTION 7.11. 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 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 7.11 does not apply to a suit made by the Trustee, a suit
by a Holder pursuant to Section 7.7, or a suit by Holders of more than 10% in
principal amount of the Securities then outstanding.

                                    ARTICLE 8
                                     TRUSTEE

         SECTION 8.1. DUTIES OF TRUSTEE.

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

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

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

                  (2)      in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. The Trustee,
however, shall examine any certificates and opinions, which, by any provision
hereof are specifically required to be delivered to the Trustee to determine
whether or not on their face they conform to the requirements of this Indenture.

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

                  (1)      this paragraph does not limit the effect of
subsection (b) of this Section 8.1;

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

                                       45

<PAGE>

                  (3)      the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 7.5.

         (d)      No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers unless the Trustee shall have received adequate indemnity in
its opinion against potential costs and liabilities incurred by it relating
thereto.

         (e)      Every provision of this Indenture that in any way relates to
the Trustee is subject to subsections (a), (b), (c) and (d) of this Section 8.1.

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

         SECTION 8.2. RIGHTS OF TRUSTEE.

         Subject to Section 8.1:

         (a)      The Trustee may rely conclusively on any document believed by
it to be genuine and to have been signed or presented by the proper person. The
Trustee need not investigate any fact or matter stated in the document.

         (b)      Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel, which shall conform
to Section 11.4(b). The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such Officers' Certificate or
Opinion.

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

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

         (e)      The Trustee may consult with counsel of its selection, and the
advice or opinion of such counsel as to matters of law shall be full and
complete authorization and protection in respect of any such action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

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

         (g)      The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney at the sole cost of the

                                       46

<PAGE>

Company and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation.

         (h)      The Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Trust Officer of the Trustee has actual knowledge
thereof or unless written notice of any event, which is in fact such a default,
is received by the Trustee at the Corporate Trust Office, and such notice
references the Securities and this Indenture.

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

         SECTION 8.3. INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee is
subject to Sections 8.10 and 8.11.

         SECTION 8.4. TRUSTEE'S DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.

         SECTION 8.5. NOTICE OF DEFAULT OR EVENTS OF DEFAULT.

         If a default or an Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to each Securityholder notice of
the default or Event of Default within 90 days after it becomes known to the
Trustee. However, the Trustee may withhold the notice if and so long as a
committee of its Trust Officers in good faith determines that withholding notice
is in the interests of Securityholders, except in the case of a default or an
Event of Default in payment of the principal of or interest on any Security.

         SECTION 8.6. REPORTS BY TRUSTEE TO HOLDERS.

         If such report is required by TIA Section 313, within 60 days after
each May 15, beginning with the May 15 following the date of this Indenture, the
Trustee shall mail to each Securityholder a brief report dated as of such May 15
that complies with TIA Section 313(a). The Trustee also shall comply with TIA
Section 313(b)(2) and (c).

         A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and filed with the SEC and each stock exchange,
if any, on which the Securities are listed. The Company shall notify the Trustee
whenever the Securities become listed on any stock exchange or listed or
admitted to trading on any quotation system and any changes in the stock
exchanges or quotation systems on which the Securities are listed or admitted to
trading and of any delisting thereof.

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<PAGE>

         SECTION 8.7. COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time such
compensation (as agreed to from time to time by the Company and the Trustee in
writing) for its services (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust). The Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it. Such expenses may
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

         The Company shall indemnify the Trustee or any predecessor Trustee
(which for purposes of this Section 8.7 shall include its officers, directors,
employees and agents) for, and hold it harmless against, any and all loss,
liability or expense including taxes (other than taxes based upon, measured by
or determined by the income of the Trustee), (including reasonable legal fees
and expenses) incurred by it in connection with the acceptance or administration
of its duties under this Indenture or any action or failure to act as authorized
or within the discretion or rights or powers conferred upon the Trustee
hereunder including the reasonable costs and expenses of the Trustee and its
counsel in defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder. The
Trustee shall notify the Company promptly of any claim asserted against the
Trustee for which it may seek indemnity. The Company need not pay for any
settlement without its written consent, which shall not be unreasonably
withheld.

         The Company need not reimburse the Trustee for any expense or indemnify
it against any loss or liability incurred by it resulting from its gross
negligence, willful misconduct or bad faith.

         To secure the Company's payment obligations in this Section 8.7, the
Trustee shall have a senior claim to which the Securities are hereby made
subordinate on all money or property held or collected by the Trustee, except
such money or property held in trust to pay the principal of and interest on the
Securities. The obligations of the Company under this Section 8.7 shall survive
the satisfaction and discharge of this Indenture or the resignation or removal
of the Trustee.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in clause (7) or (8) of Section 7.1 occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law. The provisions of this Section shall
survive the termination of this Indenture.

         SECTION 8.8. REPLACEMENT OF TRUSTEE.

         The Trustee may resign by so notifying the Company. The Holders of a
majority in principal amount of the Securities then outstanding may remove the
Trustee by so notifying the Trustee and may, with the Company's written consent,
appoint a successor Trustee. The Company may remove the Trustee if:

                  (1)      the Trustee fails to comply with Section 8.10;

                  (2)      the Trustee is adjudged a bankrupt or an insolvent;

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

                  (4)      the Trustee becomes incapable of acting.

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<PAGE>

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. The resignation or removal of a Trustee shall not be effective until a
successor Trustee shall have delivered the written acceptance of its appointment
as described below.

         If a successor Trustee does not take office within 45 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of 10% in principal amount of the Securities then outstanding may
petition any court of competent jurisdiction for the appointment of a successor
Trustee at the expense of the Company.

         If the Trustee fails to comply with Section 8.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee and be released from its obligations (exclusive of any
liabilities that the retiring Trustee may have incurred while acting as Trustee)
hereunder, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. A successor Trustee shall mail
notice of its succession to each Holder.

         A retiring Trustee shall not be liable for the acts or omissions of any
successor Trustee after its succession.

         Notwithstanding replacement of the Trustee pursuant to this Section
8.8, the Company's obligations under Section 8.7 shall continue for the benefit
of the retiring Trustee.

         SECTION 8.9. SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets (including the
administration of this Indenture) to, another corporation, the resulting,
surviving or transferee corporation, without any further act, shall be the
successor Trustee, provided such transferee corporation shall qualify and be
eligible under Section 8.10. Such successor Trustee shall promptly mail notice
of its succession to the Company and each Holder.

         SECTION 8.10. ELIGIBILITY; DISQUALIFICATION.

         The Trustee shall always satisfy the requirements of paragraphs (1),
(2) and (5) of TIA Section 310(a). The Trustee (or its parent holding company)
shall have a combined capital and surplus of at least $50,000,000. If at any
time the Trustee shall cease to satisfy any such requirements, it shall resign
immediately in the manner and with the effect specified in this Article 8. The
Trustee shall be subject to the provisions of TIA Section 310(b). Nothing herein
shall prevent the Trustee from filing with the SEC the application referred to
in the penultimate paragraph of TIA Section 310(b).

         SECTION 8.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                       49

<PAGE>

                                    ARTICLE 9
                     SATISFACTION AND DISCHARGE OF INDENTURE

         SECTION 9.1. SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture shall cease to be of further effect (except as to any
surviving rights of conversion, registration of transfer or exchange of
Securities herein expressly provided for and except as further provided below),
and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

                  (1)      either

                           (A)      all Securities theretofore authenticated and
delivered (other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.7 and (ii)
Securities for whose payment money has theretofore been deposited in trust and
thereafter repaid to the Company as provided in Section 9.3) have been delivered
to the Trustee for cancellation; or

                           (B)      all such Securities not theretofore
delivered to the Trustee for cancellation

                                    (i)      have become due and payable, or

                                    (ii)     will become due and payable at the
Final Maturity Date within one year, or

                                    (iii)    are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company,

and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably
deposited or caused to be irrevocably deposited with the Trustee or a Paying
Agent (other than the Company or any of its Affiliates) as trust funds in trust
for the purpose cash in an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal and interest (including Additional Interest, if any)
to the date of such deposit (in the case of Securities which have become due and
payable) or to the Final Maturity Date or Redemption Date, as the case may be;

                  (2)      the Company has paid or caused to be paid all other
sums payable hereunder by the Company; and

                  (3)      the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 8.7 shall survive and,
the provisions of Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.12, 3.8, 3.9, 3.10, 3.12,
3.13, 3.14, the last paragraph of 5.1 and 11.5, Article 4, and this Article 9,
shall survive until the Securities have been paid in full.

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<PAGE>

         SECTION 9.2. APPLICATION OF TRUST MONEY.

         Subject to the provisions of Section 9.3, the Trustee or a Paying Agent
shall hold in trust, for the benefit of the Holders, all money deposited with it
pursuant to Section 9.1 and shall apply the deposited money in accordance with
this Indenture and the Securities to the payment of the principal of and
interest on the Securities.

         SECTION 9.3. REPAYMENT TO COMPANY.

         The Trustee and each Paying Agent shall promptly pay to the Company
upon request any excess money (i) deposited with them pursuant to Section 9.1
and (ii) held by them at any time.

         The Trustee and each Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal or interest that remains
unclaimed for two years after a right to such money has matured; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such payment, may at the expense of the Company cause to be mailed to each
Holder entitled to such money notice that such money remains unclaimed and that
after a date specified therein, which shall be at least 30 days from the date of
such mailing, any unclaimed balance of such money then remaining will be repaid
to the Company. After payment to the Company, Holders entitled to money must
look to the Company for payment as general creditors.

         SECTION 9.4. REINSTATEMENT.

         (a)      If the Trustee or any Paying Agent is unable to apply any
money in accordance with Section 9.2 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 9.1 until
such time as the Trustee or such Paying Agent is permitted to apply all such
money in accordance with Section 9.2; provided, however, that if the Company has
made any payment of the principal of or interest on any Securities because of
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive any such payment from the
money held by the Trustee or such Paying Agent.

         (b)      In the event that the Company exercises its right to redeem
the Securities as provided in Article 3, the Company shall have the right to
withdraw its funds previously deposited with the Trustee or Paying Agent
pursuant to Section 9.1(1)(B)(iii). In such case, the Company's obligations
under this Indenture and the Securities shall be revived and reinstated as
though no deposit has occurred pursuant to Section 9.1(1)(B)(iii).

                                   ARTICLE 10
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         SECTION 10.1. WITHOUT CONSENT OF HOLDERS.

         The Company and the Trustee may amend or supplement this Indenture or
the Securities without notice to or consent of any Securityholder:

         (a)      to comply with Sections 4.11 and 6.1;

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<PAGE>

         (b)      to cure any ambiguity, defect or inconsistency;

         (c)      to make any other change that does not adversely effect the
rights of any Securityholder;

         (d)      to comply with the provisions of the TIA; or

         (e)      to appoint a successor Trustee.

         SECTION 10.2. WITH CONSENT OF HOLDERS.

         The Company and the Trustee may amend or supplement this Indenture or
the Securities with the written consent of the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding. The Holders of at
least a majority in aggregate principal amount of the Securities then
outstanding may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Securities without notice to any
Securityholder. However, notwithstanding the foregoing but subject to Section
10.4, without the written consent of each Securityholder affected, an amendment,
supplement or waiver, including a waiver pursuant to Section 7.4, may not:

         (a)      change the stated maturity of the principal of, or interest
on, any Security;

         (b)      reduce the principal amount of, or any premium or interest on,
any Security;

         (c)      reduce the amount of principal payable upon acceleration of
the maturity of any Security;

         (d)      change the place or currency of payment of principal of, or
any premium or interest on, any Security;

         (e)      impair the right to institute suit for the enforcement of any
payment on, or with respect to, any Security;

         (f)      modify the provisions with respect to the purchase right of
Holders pursuant to Article 3 upon a Change in Control in a manner adverse to
Holders;

         (g)      adversely affect the right of Holders to convert Securities
other than as provided in or under Article 4 of this Indenture;

         (h)      reduce the percentage of the aggregate principal amount of the
outstanding Securities whose Holders must consent to a modification or
amendment;

         (i)      reduce the percentage of the aggregate principal amount of the
outstanding Securities necessary for the waiver of compliance with certain
provisions of this Indenture or the waiver of certain defaults under this
Indenture; and

         (j)      modify any of the provisions of this Section or Section 7.4,
except to increase any such percentage or to provide that certain provisions of
this Indenture cannot be modified or waived without the consent of the Holder of
each outstanding Security affected thereby.

                                       52

<PAGE>

         It shall not be necessary for the consent of the Holders under this
Section 10.2 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

         After an amendment, supplement or waiver under this Section 10.2
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver.

         SECTION 10.3. COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as in effect at the date of such amendment or
supplement.

         SECTION 10.4. REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to its Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment, supplement or waiver becomes
effective.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder, unless it makes a change described in any of clauses
(a) through (j) of Section 10.2. In that case the amendment, supplement or
waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

         SECTION 10.5. NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.

         SECTION 10.6. TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article 10 if the amendment or supplemental
indenture does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, in its sole discretion,
but need not sign it. In signing or refusing to sign such amendment or
supplemental indenture, the Trustee shall be entitled to receive and, subject to
Section 8.1, shall be fully protected in relying upon, an Opinion of Counsel
stating that such amendment or supplemental indenture is authorized or permitted
by this Indenture. The Company may not sign an amendment or supplement indenture
until the Board of Directors approves it.

                                       53

<PAGE>

         SECTION 10.7. EFFECT OF SUPPLEMENTAL INDENTURES.

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

                                   ARTICLE 11
                                  MISCELLANEOUS

         SECTION 11.1. TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by any of Sections 310 to 317, inclusive, of the TIA through
operation of Section 318(c) thereof, such imposed duties shall control.

         SECTION 11.2. NOTICES.

         Any notice, request or communication shall be given in writing and
delivered in person or mailed by first-class mail, postage prepaid, addressed as
follows: If to the Company:

         Fair Isaac Corporation
         200 Smith Ranch Road
         San Rafael, California 94903
         Attn: General Counsel

         If to the Trustee:
         Wells Fargo Bank Minnesota, N.A.
         MAC N9303-110
         Sixth and Marquette Avenue
         Minneapolis, MN 55479
         Attention: Corporate Trust Services (Fair Isaac Corporation-- 1.5%
         Senior Convertible Notes Due August 15, 2023)

         Such notices or communications shall be effective when received.

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

         Any notice or communication mailed to a Securityholder shall be mailed
by first-class mail or delivered by an overnight delivery service to it at its
address shown on the register kept by the Primary Registrar. Failure to mail a
notice or communication to a Securityholder or any defect in it shall not affect
its sufficiency with respect to other Securityholders. If a notice or
communication to a Securityholder is mailed in the manner provided above, it is
duly given, whether or not the addressee receives it.

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<PAGE>

         SECTION 11.3. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

         Securityholders may communicate pursuant to TIA Section 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and any other person shall
have the protection of TIA Section 312(c).

         SECTION 11.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         (a)      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 at the request of the Trustee:

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

                  (2)      an Opinion of Counsel stating that, in the opinion of
such counsel, all such conditions precedent (including any covenants, compliance
with which constitutes a condition precedent) have been complied with.

         (b)      Each Officers' Certificate and Opinion of Counsel with respect
to compliance with a condition or covenant provided for in this Indenture shall
include:

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

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

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

                  (4)      a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with;

provided however, that with respect to matters of fact an Opinion of Counsel may
rely on an Officers' Certificate or certificates of public officials.

         SECTION 11.5. RECORD DATE FOR VOTE OR CONSENT OF SECURITYHOLDERS.

         The Company (or, in the event deposits have been made pursuant to
Section 9.1, the Trustee) may set a record date for purposes of determining the
identity of Holders entitled to vote, waive or consent to any action by vote,
waiver or consent authorized or permitted under this Indenture, which record
date shall not be more than thirty (30) days prior to the date of the
commencement of solicitation of such action. Notwithstanding the provisions of
Section 10.4, if a record date is fixed, those persons who were Holders of
Securities at the close of business on such record date (or their duly
designated proxies), and only those persons, shall be entitled to take such
action by vote or consent or to revoke any vote or consent previously given,
whether or not such persons continue to be Holders after such record date.

                                       55

<PAGE>

         SECTION 11.6. RULES BY TRUSTEE, PAYING AGENT, REGISTRAR AND CONVERSION
         AGENT.

         The Trustee may make reasonable rules (not inconsistent with the terms
of this Indenture) for action by or at a meeting of Holders. Any Registrar,
Paying Agent or Conversion Agent may make reasonable rules for its functions.

         SECTION 11.7. LEGAL HOLIDAYS.

         A "Legal Holiday" is a Saturday, Sunday or a day on which state or
federally chartered banking institutions in New York, New York and the state in
which the Corporate Trust Office is located are not required to be open. If a
payment date is a Legal Holiday, payment shall be made on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. If a regular record date is a Legal Holiday, the record date
shall not be affected.

         SECTION 11.8. GOVERNING LAW.

         This Indenture and the Securities shall be governed by, and construed
in accordance with, the laws of the State of New York.

         SECTION 11.9. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a Subsidiary of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

         SECTION 11.10. NO RECOURSE AGAINST OTHERS.

         All liability described in paragraph 17 of the Securities of any
director, officer, employee or shareholder, as such, of the Company is waived
and released.

         SECTION 11.11. SUCCESSORS.

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

         SECTION 11.12. MULTIPLE COUNTERPARTS.

         The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent the same agreement.

         SECTION 11.13. SEPARABILITY.

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

                                       56

<PAGE>

         SECTION 11.14. TABLE OF CONTENTS, HEADINGS, ETC.

         The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

                            [SIGNATURE PAGE FOLLOWS]

                                       57

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the date and year first above written.

                                   FAIR ISAAC CORPORATION

                                   By: /s/ Russell C. Clark
                                       --------------------------------------

                                   Name: Russell C. Clark

                                   Title: Vice President, Finance and Corporate
                                          Controller

                                   WELLS FARGO BANK MINNESOTA, N.A., AS TRUSTEE

                                   By: /s/ Michael T. Lechner
                                       --------------------------------------

                                   Name: Michael T. Lechner

                                   Title: Assistant Vice President

<PAGE>

                                    EXHIBIT A

                           [FORM OF FACE OF SECURITY]

         [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO FAIR ISAAC CORPORATION (THE "COMPANY") OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.](1)

         [THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933 (THE "SECURITIES ACT"), AND THIS SECURITY AND THE SHARES ISSUABLE UPON
CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.](2)

         [THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT
(A) THIS SECURITY AND THE SHARES ISSUABLE UPON CONVERSION THEREOF MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED

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

(1) These paragraphs to be included only if the Security is a Global Security.

(2) These paragraphs to be included only if the Security is a Restricted
    Security.

                                       A-1

<PAGE>

INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.](2)

         [THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED
TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY
AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.](2)

                                       A-2

<PAGE>

                             FAIR ISAAC CORPORATION

CUSIP:  303250 AA2                                                           R-1

                1.5% SENIOR CONVERTIBLE NOTES DUE AUGUST 15, 2023

         Fair Isaac Corporation, a Delaware corporation (the "Company", which
term shall include any successor corporation under the Indenture referred to on
the reverse hereof), promises to pay to Cede & Co., or registered assigns, the
principal sum of Four Hundred Million Dollars ($400,000,000) on August 15, 2023
[or such greater or lesser amount as is indicated on the Schedule of Exchanges
of Securities on the other side of this Security].(1)

Interest Payment Dates:             August 15 and February 15

Record Dates:                       August 1 and February 1

         This Security is convertible as specified on the other side of this
Security. Additional provisions of this Security are set forth on the other side
of this Security.

                             SIGNATURE PAGE FOLLOWS

                                      A-3

<PAGE>

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

                                             FAIR ISAAC CORPORATION

                                             By:________________________________

                                             Name:______________________________

                                             Title:_____________________________

Attest:

By:________________________________

Name:______________________________

Title:_____________________________

Dated: August 6, 2003

Trustee's Certificate of Authentication: This is one of the
Securities referred to in the within-mentioned Indenture.

WELLS FARGO BANK MINNESOTA, N.A.,
as Trustee

__________________________________
By: Authorized Signatory

                                       A-4

<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]

                             FAIR ISAAC CORPORATION
                1.5% SENIOR CONVERTIBLE NOTES DUE AUGUST 15, 2023

1.       INTEREST

         (a)      Regular Interest. Fair Isaac Corporation, a Delaware
corporation (the "Company", which term shall include any successor corporation
under the Indenture hereinafter referred to), promises to pay interest on the
principal amount of this Security at the rate of 1.5% per annum ("Regular
Interest"), from August 6, 2003 through August 15, 2008. After August 15, 2008
the Company will not pay Regular Interest on this Security semi-annually as
provided in clause (c), below, prior to maturity, but Regular Interest will
continue to accrue and will be compounded semi-annually and be payable upon
redemption, purchase, repurchase or on the Final Maturity Date.

         (b)      Contingent Interest. The Company shall pay Contingent Interest
on the Securities as provided in the Indenture.

         (c)      Procedure. The Company shall pay interest semi-annually on
August 15 and February 15 of each year, with the first Regular Interest payment
date to be February 15, 2004 and the first Contingent Interest payment date, if
any, to be February 15, 2009. Interest on the Securities shall accrue from the
most recent date to which interest has been paid or, in the case of Regular
Interest, if no interest has been paid, from August 6, 2003 and in the case of
Contingent Interest, if any, from August 15, 2008. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. Any reference herein to
interest accrued or payable as of any date shall include any Additional Interest
accrued or payable on such date as provided in the Registration Rights Agreement
and any Regular Interest or Contingent Interest accrued or payable on such date
as provided herein.

2.       METHOD OF PAYMENT

         The Company shall pay interest on this Security (except defaulted
interest) to the person who is the Holder of this Security at the close of
business on February 1 or August 1, as the case may be, next preceding the
related interest payment date. The Holder must surrender this Security to a
Paying Agent to collect payment of principal. The Company will pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. The Company may, however, pay
principal and interest in respect of any Certificated Security by check or wire
payable in such money; provided, however, that a Holder with an aggregate
principal amount in excess of $2,000,000 will be paid by wire transfer in
immediately available funds at the election of such Holder, if such Holder has
provided wire transfer instructions to the Company. The Company may mail an
interest check to the Holder's registered address. Notwithstanding the
foregoing, so long as this Security is registered in the name of a Depositary or
its nominee, all payments hereon shall be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee. The Company
will not be required to make any payment in respect of the Securities on any day
that is not a Business Day and any such payment will be due on the next
succeeding Business Day and be treated as though it were paid on the original
due date and additional interest will not accrue for the additional period of
time.

                                       A-5

<PAGE>

3.       PAYING AGENT, REGISTRAR AND CONVERSION AGENT

         Initially, Wells Fargo Bank Minnesota, N.A. (the "Trustee", which term
shall include any successor trustee under the Indenture hereinafter referred to)
will act as Paying Agent, Registrar and Conversion Agent. The Company may change
any Paying Agent, Registrar or Conversion Agent without notice to the Holder.
The Company or any of its Subsidiaries may, subject to certain limitations set
forth in the Indenture, act as Paying Agent or Registrar.

4.       INDENTURE, LIMITATIONS

         This Security is one of a duly authorized issue of Securities of the
Company designated as its 1.5% Senior Convertible Notes Due August 15, 2023 (the
"Securities"), issued under an Indenture dated as of August 6, 2003 (together
with any supplemental indentures thereto, the "Indenture"), between the Company
and the Trustee. The terms of this Security include those stated in the
Indenture and those required by or made part of the Indenture by reference to
the Trust Indenture Act of 1939, as amended, as in effect on the date of the
Indenture. This Security is subject to all such terms, and the Holder of this
Security is referred to the Indenture and said Act for a statement of them.

         The Securities are senior unsecured obligations of the Company limited
to $400,000,000 aggregate principal amount, subject to Section 2.2 of the
Indenture. The Indenture does not limit other debt of the Company, secured or
unsecured.

5.       OPTIONAL REDEMPTION

         (a)      The Securities are subject to redemption, as a whole or in
part, at any time on or after August 15, 2008, at 100% of the principal amount
of the Securities being redeemed, together with accrued and unpaid interest up
to, but not including, the Redemption Date; provided that if the Redemption Date
is an interest payment date, interest will be payable to the Holders in whose
name the Securities are registered at the close of business on the Redemption
Date.

         (b)      Notice of redemption will be mailed by first-class mail at
least 20 but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at its registered address. Securities in denominations
larger than $1,000 may be redeemed in part, but only in whole multiples of
$1,000. On and after the Redemption Date, subject to the deposit with the Paying
Agent of funds sufficient to pay the Redemption Price plus accrued interest, if
any, accrued to, but excluding, the Redemption Date, interest shall cease to
accrue on Securities or portions of them called for redemption.

6.       CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION

         Any Securities called for redemption, unless surrendered for conversion
before the close of business on the Business Day immediately preceding the
Redemption Date, may be deemed to be purchased from the Holders of such
Securities at an amount not less than the Redemption Price, together with
accrued interest, if any, to, but not including, the Redemption Date, by one or
more investment banks or other purchasers who may agree with the Company to
purchase such Securities from the Holders, to convert them into Common Stock of
the Company and to make payment for such Securities to the Paying Agent in trust
for such Holders.

                                       A-6

<PAGE>

7.       REPURCHASE AT THE OPTION OF THE HOLDERS

         (a)      The Holders may require the Company to repurchase any
outstanding Securities for cash, on August 15, 2007, August 15, 2008, August 15,
2013 or August 15, 2018 (each a "Repurchase Date") at a purchase price per
Security equal to 100% of the aggregate principal amount of the Security,
together with any accrued and unpaid interest, to but not including the
applicable Repurchase Date; provided that if such Repurchase Date is an interest
payment date, interest on the Securities will be payable to the Holders in whose
names the Securities are registered at the close of business on such Repurchase
Date.

         (b)      The Company shall give written notice of the applicable
Repurchase Date by delivery of the Repurchase Notice as provided in the
Indenture, to each Holder (at its address shown in the register of the
Registrar) and to beneficial owners as required by applicable law, not less than
20 Business Days prior to each Repurchase Date .

8.       PURCHASE OF SECURITIES AT OPTION OF HOLDER UPON A CHANGE IN CONTROL

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase all or any part
specified by the Holder (so long as the principal amount of such part is $1,000
or an integral multiple of $1,000 in excess thereof) of the Securities held by
such Holder on the date that is 30 Business Days after the occurrence of a
Change in Control, at a purchase price equal to 100% of the principal amount
thereof together with accrued and unpaid interest up to, but excluding, the
Change in Control Purchase Date. The Holder shall have the right to withdraw any
Change in Control Purchase Notice (in whole or in a portion thereof that is
$1,000 or an integral multiple of $1,000 in excess thereof) at any time prior to
the close of business on the Business Day immediately preceding the Change in
Control Purchase Date by delivering a written notice of withdrawal to the Paying
Agent in accordance with the terms of the Indenture.

9.       CONVERSION

         (a)      A Holder of a Security may convert the principal amount of
such Security (or any portion thereof equal to $1,000 or any integral multiple
of $1,000 in excess thereof) into shares of Common Stock upon the occurrence of
the conditions set forth in Article 4 of the Indenture; provided, however, that
if the Security is called for redemption, the conversion right will terminate at
the close of business on the Business Day immediately preceding the Redemption
Date for such Security or such earlier date as the Holder presents such Security
for redemption (unless the Company shall default in making the redemption
payment when due, in which case the conversion right shall terminate at the
close of business on the date such default is cured and such Security is
redeemed).

         (b)      The initial Conversion Price is $65.9288 per share, subject to
adjustment under certain circumstances. The number of shares of Common Stock
issuable upon conversion of a Security is determined by dividing the principal
amount of the Security or portion thereof converted by the Conversion Price in
effect on the Conversion Date. No fractional shares will be issued upon
conversion; in lieu thereof, an amount will be paid in cash based upon the
Closing Sale Price (as defined in the Indenture) of the Common Stock on the
Trading Day immediately prior to the Conversion Date.

         (c)      To convert a Security, a Holder must (a) complete and manually
sign the conversion notice set forth below and deliver such notice to a
Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish
appropriate endorsements and transfer documents if required by a Registrar or a

                                       A-7

<PAGE>

Conversion Agent, and (d) pay any transfer or similar tax, if required.
Securities so surrendered for conversion (in whole or in part) during the period
from the close of business on any regular record date to the opening of business
on the next succeeding interest payment date (excluding Securities or portions
thereof called for redemption or subject to purchase upon a Change in Control on
a Redemption Date or Change in Control Purchase Date, as the case may be, during
the period beginning at the close of business on a regular record date and
ending at the opening of business on the first Business Day after the next
succeeding interest payment date, or if such interest payment date is not a
Business Day, the second such Business Day) shall also be accompanied by payment
in funds acceptable to the Company of an amount equal to the interest payable on
such interest payment date on the principal amount of such Security then being
converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Security, subject to the provisions of
this Indenture relating to the payment of defaulted interest by the Company. If
the Company defaults in the payment of interest payable on such interest payment
date, the Company shall promptly repay such funds to such Holder. A Holder may
convert a portion of a Security equal to $1,000 or any integral multiple
thereof.

         (d)      A Security in respect of which a Holder had delivered a Change
in Control Purchase Notice or Repurchase Election Notice, exercising the option
of such Holder to require the Company to purchase or repurchase such Security
may be converted only if the Change in Control Purchase Notice or Repurchase
Election Notice is withdrawn in accordance with the terms of the Indenture and
in the case of the Repurchase Election Notice, the Securities are otherwise
convertible in accordance herewith and the terms of the Indenture.

10.      DENOMINATIONS, TRANSFER, EXCHANGE

         The Securities are in registered form without coupons in denominations
of $1,000 and integral multiples of $1,000. A Holder may register the transfer
of or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes or other governmental charges that may
be imposed in relation thereto by law or permitted by the Indenture.

11.      PERSONS DEEMED OWNERS

         The Holder of a Security may be treated as the owner of it for all
purposes.

12.      UNCLAIMED MONEY

         If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent will pay the money back to the Company at
its written request. After that, Holders entitled to money must look to the
Company for payment.

13.      AMENDMENT, SUPPLEMENT AND WAIVER

         Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the Securities then outstanding, and an existing default
or Event of Default and its consequence or compliance with any provision of the
Indenture or the Securities may be waived in a particular instance with the
consent of the Holders of a majority in principal amount of the Securities then
outstanding. Without the consent of or notice to any Holder, the Company and the
Trustee may amend or supplement the Indenture or the Securities to, among other
things, cure any

                                       A-8

<PAGE>

ambiguity, defect or inconsistency or make any other change that does not
adversely affect the rights of any Holder.

14.      SUCCESSOR ENTITY

         When a successor corporation, limited liability company, partnership or
trust assumes all the obligations of its predecessor under the Securities and
the Indenture in accordance with the terms and conditions of the Indenture, the
predecessor corporation, limited liability company, partnership or trust will
(except in certain circumstances specified in the Indenture) be released from
those obligations.

15.      DEFAULTS AND REMEDIES

         The Indenture sets forth the applicable Events of Default with respect
to the Securities. If an Event of Default (other than as a result of certain
events of bankruptcy, insolvency or reorganization of the Company) occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Securities then outstanding may declare all unpaid principal to
the date of acceleration on the Securities then outstanding to be due and
payable immediately, all as and to the extent provided in the Indenture. If an
Event of Default occurs as a result of certain events of bankruptcy, insolvency
or reorganization of the Company, unpaid principal of the Securities then
outstanding shall become due and payable immediately without any declaration or
other act on the part of the Trustee or any Holder, all as and to the extent
provided in the Indenture. Holders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Securities.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities then outstanding may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders notice of any continuing default
(except a default in payment of principal or interest) if it determines that
withholding notice is in their interests. The Company is required to file
periodic reports with the Trustee as to the absence of default.

16.      TRUSTEE DEALINGS WITH THE COMPANY

         Wells Fargo Bank Minnesota, N.A., the Trustee under the Indenture, in
its individual or any other capacity, may make loans to, accept deposits from
and perform services for the Company or an Affiliate of the Company, and may
otherwise deal with the Company or an Affiliate of the Company, as if it were
not the Trustee.

17.      NO RECOURSE AGAINST OTHERS

         A director, officer, employee or shareholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture nor for any claim based on, in respect of or by
reason of such obligations or their creation. The Holder of this Security by
accepting this Security waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of this Security.

18.      AUTHENTICATION

         This Security shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of this
Security.

                                       A-9

<PAGE>

19.      ABBREVIATIONS AND DEFINITIONS

         Customary abbreviations may be used in the name of the Holder or an
assignee, such as:

         TEN COM  =        tenants in common,
         TEN ENT  =        tenants by the entireties,
         JT TEN   =        joint tenants with right of survivorship and not as
                           tenants in common,
         CUST     =        Custodian, and
         UGMA     =        Uniform Gifts to Minors Act.

         All terms defined in the Indenture and used in this Security but not
specifically defined herein are defined in the Indenture and are used herein as
so defined.

20.      CONTINGENT INSTRUMENT

         This Security shall be treated as indebtedness subject to U.S. treasury
regulations governing contingent payment debt instruments.

21.      INDENTURE TO CONTROL

         In the case of any conflict between the provisions of this Security and
the Indenture, the provisions of the Indenture shall control. The Company will
furnish to any Holder, upon written request and without charge, a copy of the
Indenture. Requests may be made to: Fair Isaac Corporation, 200 Smith Ranch
Road, San Rafael, California 94903, Attention: Chief Financial Officer.

22.      GOVERNING LAW

         This Security shall be governed by, and construed in accordance with,
the laws of the State of New York.

                                      A-10

<PAGE>

                                 ASSIGNMENT FORM

         To assign this Security, fill in the form below:

         I or we assign and transfer this Security to

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint

________________________________________________________________________________

agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him or her.

                                       Your Signature:

Date:______________________            _________________________________
                                       (Sign exactly as your name appears on the
                                       other side of this Security)

*Signature guaranteed by:

By:________________________

         *    The signature must be guaranteed by an institution that is a
              member of one of the following recognized signature guaranty
              programs: (i) the Securities Transfer Agent Medallion Program
              (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP);
              (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such
              other guaranty program acceptable to the Trustee.

                                      A-11

<PAGE>

                                CONVERSION NOTICE

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

         To convert only part of this Security, state the principal amount to be
converted (must be $1,000 or a multiple of $1,000): $____________.

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

                                   Your Signature:

Date:______________________        ________________________________________
                                   (Sign exactly as your name appears on the
                                   other side of this Security)

*Signature guaranteed by:

By:________________________

         *    The signature must be guaranteed by an institution that is a
              member of one of the following recognized signature guaranty
              programs: (i) the Securities Transfer Agent Medallion Program
              (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP);
              (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such
              other guaranty program acceptable to the Trustee.

                                      A-12

<PAGE>

                        CHANGE OF CONTROL PURCHASE NOTICE

To:      Fair Isaac Corporation

         The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from Fair Isaac Corporation (the "Company") as
to the occurrence of a Change in Control with respect to the Company and
requests and instructs the Company to redeem the entire principal amount of this
Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Security at the Change in Control Purchase Price, together
with accrued interest to, but excluding, such date, to the registered Holder
hereof.

Dated: ____________                     ________________________________________

                                        ________________________________________
                                        Signature(s)

                                        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 redeemed
(in an integral 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 this Security in every particular, without alteration
or any change whatsoever.

                                      A-13

<PAGE>

                           REPURCHASE ELECTION NOTICE

TO:      FAIR ISAAC CORPORATION

         The undersigned registered owner of this Security hereby requests and
instructs Fair Isaac Corporation (the "Company") to repurchase the entire
principal amount of this Security, or the portion thereof (which is $1,000 or an
integral multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Security at the Repurchase Price on August 15,
____, together with accrued interest to, but excluding, such date, to the
registered Holder hereof.

Dated: ____________                     ________________________________________

                                        ________________________________________
                                        Signature(s)

                                        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 redeemed

         (in an integral 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 this Security in every particular, without
alteration or any change whatsoever.

                                      A-14

<PAGE>

                     SCHEDULE OF EXCHANGES OF SECURITIES(3)

         The following exchanges, redemptions, repurchases or conversions of a
part of this Global Security have been made:

<TABLE>
<CAPTION>
     PRINCIPAL AMOUNT
 OF THIS GLOBAL SECURITY               AUTHORIZED                                                AMOUNT OF
      FOLLOWING SUCH                  SIGNATORY OF            AMOUNT OF DECREASE IN             INCREASE IN
      DECREASE DATE                    SECURITIES               PRINCIPAL AMOUNT              PRINCIPAL AMOUNT
OF EXCHANGE (OR INCREASE)               CUSTODIAN            OF THIS GLOBAL SECURITY      OF THIS GLOBAL SECURITY
-------------------------             ------------           -----------------------      ------------------------
<S>                                   <C>                    <C>                          <C>
</TABLE>

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

(3) This schedule should be included only if the Security is a Global Security.

                                      A-15

<PAGE>

            CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION
                 OF TRANSFER OF TRANSFER RESTRICTED SECURITIES(2)

Re:      1.5% Senior Convertible Notes due August 15, 2023 (the "Securities") of
         Fair Isaac Corporation.

         This certificate relates to $_______ principal amount of Securities
         owned in (check applicable box)

         [ ] book-entry or [ ] definitive form by ___________________ (the
         "Transferor").

         The Transferor has requested a Registrar or the Trustee to exchange or
register the transfer of such Securities.

         In connection with such request and in respect of each such Security,
the Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Securities as provided in Section 2.12 of the
Indenture dated as of August 6, 2003 between Fair Isaac Corporation and Wells
Fargo Bank Minnesota, N.A., as trustee (the "Indenture"), and the transfer of
such Security is being made pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the "Securities Act") (check
applicable box) or the transfer or exchange, as the case may be, of such
Security does not require registration under the Securities Act because (check
applicable box):

         [ ]      Such Security is being transferred pursuant to an effective
                  registration statement under the Securities Act.

         [ ]      Such Security is being acquired for the Transferor's own
                  account, without transfer.

         [ ]      Such Security is being transferred to the Company or a
                  Subsidiary (as defined in the Indenture) of the Company.

         [ ]      Such Security is being transferred to a person the Transferor
                  reasonably believes is a "qualified institutional buyer" (as
                  defined in Rule 144A or any successor provision thereto ("Rule
                  144A") under the Securities Act) that is purchasing for its
                  own account or for the account of a "qualified institutional
                  buyer", in each case to whom notice has been given that the
                  transfer is being made in reliance on such Rule 144A, and in
                  each case in reliance on Rule 144A.

         [ ]      Such Security is being transferred pursuant to and in
                  compliance with an exemption from the registration
                  requirements under the Securities Act in accordance with Rule
                  144 (or any successor thereto) ("Rule 144") under the
                  Securities Act.

         [ ]      Such Security is being transferred pursuant to and in
                  compliance with an exemption from the registration
                  requirements of the Securities Act (other than an exemption
                  referred to above) and as a result of which such Security
                  will, upon such transfer, cease to be a "restricted security"
                  within the meaning of Rule 144 under the Securities Act.

         The Transferor acknowledges and agrees that, if the transferee will
hold any such Securities in the form of beneficial interests in a Global
Security which is a "restricted security" within the meaning of

                                      A-16

<PAGE>

Rule 144 under the Securities Act, then such transfer can only be made pursuant
to Rule 144A under the Securities Act and such transferee must be a "qualified
institutional buyer" (as defined in Rule 144A).

Date:______________________             ________________________________________
                                        (Insert Name of Transferor)

                                      A-17