<PAGE>

                                                                 EXECUTION COPY

                                          
                                          
                                          
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                                     INDENTURE
                                          
                                          
                           -----------------------------
                                          
                              Dated as of May 27, 1998

                           -----------------------------
                                          
                                          
                                          
                                      between
                                          
                                 GETTY IMAGES, INC.
                                          
                                     as Issuer,
                                          
                                        and
                                          
                                THE BANK OF NEW YORK
                                          
                                     as Trustee
                                          
                                          
                                          
                                          
                                          
                                    $75,000,000
                                          
           (With an Over-Allotment Option for an Additional $11,250,000)
                                          
                   4.75% Convertible Subordinated Notes due 2003
                                          
                                          
                                          
                                          
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<PAGE>
                                          
                                          
                                          

                                CROSS-REFERENCE TABLE


            TIA SECTION . . . . . . . . . . . . . . INDENTURE SECTION

             310(a)(1)  . . . . . . . . . . . . . . . . . 7.10
               (a)(2) . . . . . . . . . . . . . . . . . . 7.10
               (a)(3) . . . . . . . . . . . . . . . . . . N.A.
               (a)(4) . . . . . . . . . . . . . . . . . . N.A.
               (a)(5) . . . . . . . . . . . . . . . . . . 7.10
                (b) . . . . . . . . . . . . . . . . 7.8; 7.10; 13.2
                (b) . . . . . . . . . . . . . . . . . . . N.A.
               311(a) . . . . . . . . . . . . . . . . . . 7.11
                (b) . . . . . . . . . . . . . . . . . . . 7.11
                (c) . . . . . . . . . . . . . . . . . . . N.A.
               312(a) . . . . . . . . . . . . . . . . . . 2.5
                (b) . . . . . . . . . . . . . . . . . . . 13.3
                (c) . . . . . . . . . . . . . . . . . . . 13.3
               313(a) . . . . . . . . . . . . . . . . . . 7.6
               (b)(1) . . . . . . . . . . . . . . . . . . N.A.
               (b)(2) . . . . . . . . . . . . . . . . . . 7.6
                (c) . . . . . . . . . . . . . . . . . . 7.6; 13.2
                (d) . . . . . . . . . . . . . . . . . . . 7.6
               314(a) . . . . . . . . . . . . . . . . 4.6; 4.7; 13.2
                (b) . . . . . . . . . . . . . . . . . . . N.A.
               (c)(1) . . . . . . . . . . . . . . 2.2; 7.2; 8.1; 13.4
               (c)(2) . . . . . . . . . . . . . . . . . 7.2; 13.4
               (c)(3) . . . . . . . . . . . . . . . . . . N.A.
                (d) . . . . . . . . . . . . . . . . . . . N.A.
                (e) . . . . . . . . . . . . . . . . . . . 13.5
                (f) . . . . . . . . . . . . . . . . . . . N.A.
               315(a) . . . . . . . . . . . . . . . . . . 7.1(b)
                (b) . . . . . . . . . . . . . . . . . . 7.5; 13.2
                (c) . . . . . . . . . . . . . . . . . .  7.1(a)
                (d) . . . . . . . . . . . . . . . 2.8; 6.11; 7.1(b)(c)
                (e) . . . . . . . . . . . . . . . . . . . 6.13
       316(a) (last sentence) . . . . . . . . . . . . . . 2.9
             (a)(1)(A)  . . . . . . . . . . . . . . . . . 6.11
             (a)(1)(B)  . . . . . . . . . . . . . . . . . 6.12
               (a)(2) . . . . . . . . . . . . . . . . . .  N.A.
                (b) . . . . . . . . . . . . . . . .  6.7; 6.8; 6.12
               316(c) . . . . . . . . . . . . . . . . . .  N.A.
             317(a)(1)  . . . . . . . . . . . . . . . . .  6.3
               (a)(2) . . . . . . . . . . . . . . . . . .  6.4
                (b) . . . . . . . . . . . . . . . . . . .  2.4
               318(a) . . . . . . . . . . . . . . . . . .  13.1

N.A. means Not Applicable.

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

<PAGE>


                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              PAGE
                                                                              ----
<S>                                                                             <C>

ARTICLE I.     DEFINITIONS AND INCORPORATION BY REFERENCE . . . . . . . . . . .  1
  SECTION 1.1.   Definitions. . . . . . . . . . . . . . . . . . . . . . . . . .  1
  SECTION 1.2.   Incorporation by Reference of TIA. . . . . . . . . . . . . . . 10
  SECTION 1.3.   Rules of Construction. . . . . . . . . . . . . . . . . . . . . 10

ARTICLE II.    THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . 11
  SECTION 2.1.   Form and Dating. . . . . . . . . . . . . . . . . . . . . . . . 11
  SECTION 2.2.   Execution and Authentication . . . . . . . . . . . . . . . . . 12
  SECTION 2.3.   Registrar and Paying Agent . . . . . . . . . . . . . . . . . . 13
  SECTION 2.4.   Paying Agent to Hold Assets in Trust . . . . . . . . . . . . . 13
  SECTION 2.5.   Securityholder Lists . . . . . . . . . . . . . . . . . . . . . 14
  SECTION 2.6.   Transfer and Exchange. . . . . . . . . . . . . . . . . . . . . 14
  SECTION 2.7.   Replacement Securities . . . . . . . . . . . . . . . . . . . . 22
  SECTION 2.8.   Outstanding Securities . . . . . . . . . . . . . . . . . . . . 22
  SECTION 2.9.   Treasury Securities. . . . . . . . . . . . . . . . . . . . . . 23
  SECTION 2.10.  Temporary Securities . . . . . . . . . . . . . . . . . . . . . 23
  SECTION 2.11.  Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . 24
  SECTION 2.12.  Interest and Defaulted Interest. . . . . . . . . . . . . . . . 24
  SECTION 2.13   CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . . . 25
                                                                               
ARTICLE III.   REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
  SECTION 3.1.   Right of Redemption. . . . . . . . . . . . . . . . . . . . . . 26
  SECTION 3.2.   Notices to Trustee . . . . . . . . . . . . . . . . . . . . . . 26
  SECTION 3.3.   Selection of Securities to Be Redeemed . . . . . . . . . . . . 26
  SECTION 3.4.   Notice of Redemption . . . . . . . . . . . . . . . . . . . . . 27
  SECTION 3.5.   Effect of Notice of Redemption . . . . . . . . . . . . . . . . 28
  SECTION 3.6.   Deposit of Redemption Price. . . . . . . . . . . . . . . . . . 28
  SECTION 3.7.   Securities Redeemed in Part. . . . . . . . . . . . . . . . . . 29
  SECTION 3.8.   Conversion Arrangement on Call for Redemption. . . . . . . . . 29
  
ARTICLE IV.    COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
  SECTION 4.1.   Payment of Securities. . . . . . . . . . . . . . . . . . . . . 30
  SECTION 4.2.   Maintenance of Office or Agency. . . . . . . . . . . . . . . . 30
  SECTION 4.3.   Corporate Existence. . . . . . . . . . . . . . . . . . . . . . 31
  SECTION 4.4.   Payment of Taxes and Other Claims. . . . . . . . . . . . . . . 31
  SECTION 4.5.   Maintenance of Properties and Insurance. . . . . . . . . . . . 31
  SECTION 4.6.   Compliance Certificate; Notice of Default. . . . . . . . . . . 32
  SECTION 4.7.   Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
  SECTION 4.8.   Limitation on Status as Investment Company . . . . . . . . . . 33
  SECTION 4.9.   Waiver of Stay, Extension and Usury Laws . . . . . . . . . . . 33
  SECTION 4.10.  Rule 144A Information Requirement. . . . . . . . . . . . . . . 34
  SECTION 4.11.  Qualification of Indenture . . . . . . . . . . . . . . . . . . 34
  SECTION 4.12.  Registration Rights. . . . . . . . . . . . . . . . . . . . . . 34
                                                                               
ARTICLE V.     SUCCESSOR CORPORATION. . . . . . . . . . . . . . . . . . . . . . 34                                         
  SECTION 5.1.   Limitation on Merger, Sale or Consolidation. . . . . . . . . . 34
  SECTION 5.2.   Successor Corporation Substituted. . . . . . . . . . . . . . . 35
                                                                               
ARTICLE VI.    EVENTS OF DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . 35
</TABLE>

                                     (i)

<PAGE>

<TABLE>

<S>                                                                             <C>
  SECTION 6.1.   Events of Default. . . . . . . . . . . . . . . . . . . . . . . 35
  SECTION 6.2.   Acceleration of Maturity Date; Rescission and Annulment. . . . 38
  SECTION 6.3.   Collection of Indebtedness and Suits for Enforcement by 
                   Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . 39
  SECTION 6.4.   Trustee May File Proofs of Claim . . . . . . . . . . . . . . . 39
  SECTION 6.5.   Trustee May Enforce Claims Without Possession of Securities. . 40
  SECTION 6.6.   Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . 41
  SECTION 6.7.   Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . 41
  SECTION 6.8.   Unconditional Right of Holders to Receive Payments and to       
                 Convert. . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
  SECTION 6.9.   Rights and Remedies Cumulative . . . . . . . . . . . . . . . . 42
  SECTION 6.10.  Delay or Omission Not Waiver.  . . . . . . . . . . . . . . . . 42
  SECTION 6.11.  Control by Holders.  . . . . . . . . . . . . . . . . . . . . . 43
  SECTION 6.12.  Waiver of Past Default.  . . . . . . . . . . . . . . . . . . . 43
  SECTION 6.13.  Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . 43
  SECTION 6.14.  Restoration of Rights and Remedies.  . . . . . . . . . . . . . 44

ARTICLE VII.   TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
  SECTION 7.1.   Duties of Trustee  . . . . . . . . . . . . . . . . . . . . . . 44
  SECTION 7.2.   Rights of Trustee  . . . . . . . . . . . . . . . . . . . . . . 45
  SECTION 7.3.   Individual Rights of Trustee . . . . . . . . . . . . . . . . . 47
  SECTION 7.4.   Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . 47
  SECTION 7.5.   Notice of Default. . . . . . . . . . . . . . . . . . . . . . . 47
  SECTION 7.6.   Reports by Trustee to Holders. . . . . . . . . . . . . . . . . 47
  SECTION 7.7.   Compensation and Indemnity . . . . . . . . . . . . . . . . . . 47
  SECTION 7.8.   Replacement of Trustee . . . . . . . . . . . . . . . . . . . . 48
  SECTION 7.9.   Successor Trustee by Merger, Etc . . . . . . . . . . . . . . . 50
  SECTION 7.10.  Eligibility; Disqualification. . . . . . . . . . . . . . . . . 50
  SECTION 7.11.  Preferential Collection of Claims Against Company. . . . . . . 50
                                                                               
ARTICLE VIII.  SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . 50
  SECTION 8.1.   Satisfaction and Discharge of Indenture. . . . . . . . . . . . 50
  SECTION 8.2.   Repayment to the Company . . . . . . . . . . . . . . . . . . . 51
                                                                               
ARTICLE IX.    AMENDMENTS, SUPPLEMENTS AND WAIVERS. . . . . . . . . . . . . . . 51
  SECTION 9.1.   Supplemental Indentures Without Consent of Holders . . . . . . 51
  SECTION 9.2.   Amendments, Supplemental Indentures and Waivers with Consent     
                   of Holders . . . . . . . . . . . . . . . . . . . . . . . . . 51
  SECTION 9.3.   Compliance with TIA. . . . . . . . . . . . . . . . . . . . . . 53
  SECTION 9.4.   Revocation and Effect of Consents. . . . . . . . . . . . . . . 53
  SECTION 9.5.   Notation on or Exchange of Securities. . . . . . . . . . . . . 54
  SECTION 9.6.   Trustee to Sign Amendments, Etc. . . . . . . . . . . . . . . . 54
                                                                               
ARTICLE X.     RIGHT TO REQUIRE REPURCHASE UPON A CHANGE OF CONTROL. . . . . .  54
  SECTION 10.1.  Repurchase of Securities at Option of the Holder Upon a 
                   Change of Control. . . . . . . . . . . . . . . . . . . . . . 54
  SECTION 10.2.  Election to Pay Repurchase Price in Common Stock . . . . . . . 57
                                                                               
ARTICLE XI.    SUBORDINATION. . . . . . . . . . . . . . . . . . . . . . . . . . 58
  SECTION 11.1.  Securities Subordinated to Senior Indebtedness.  . . . . . . . 58

</TABLE>

                                   (ii)

<PAGE>


<TABLE>

<S>                                                                             <C>
  SECTION 11.2.  No Payment on Securities in Certain Circumstances. . . . . . . 59
  SECTION 11.3.  Securities Subordinated to Prior Payment of All Senior         
                   Indebtedness on Dissolution, Liquidation or Reorganization . 60
  SECTION 11.4.  Securityholders to Be Subrogated to Rights of Holders of 
                   Senior Indebtedness. . . . . . . . . . . . . . . . . . . . . 62
  SECTION 11.5.  Obligations of the Company Unconditional.  . . . . . . . . . . 62
  SECTION 11.6.  Trustee Entitled to Assume Payments Not Prohibited in Absence  
                   of Notice. . . . . . . . . . . . . . . . . . . . . . . . . . 63
  SECTION 11.7.  Application by Trustee of Assets Deposited with It.  . . . . . 63
  SECTION 11.8.  Subordination Rights Not Impaired by Acts or Omissions of      
                   the Company or Holders of Senior Indebtedness. . . . . . . . 64
  SECTION 11.9.  Securityholders Authorize Trustee to Effectuate Subordination  
                   of Securities. . . . . . . . . . . . . . . . . . . . . . . . 64
  SECTION 11.10. Right of Trustee to Hold Senior Indebtedness . . . . . . . . . 64
  SECTION 11.11. Article XI Not to Prevent Events of Default. . . . . . . . . . 65
  SECTION 11.12. No Fiduciary Duty of Trustee to Holders of Senior
                   Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . 65

ARTICLE XII.   CONVERSION OF SECURITIES . . . . . . . . . . . . . . . . . . . . 65
  SECTION 12.1.  Conversion Privilege . . . . . . . . . . . . . . . . . . . . . 65
  SECTION 12.2.  Exercise of Conversion Privilege . . . . . . . . . . . . . . . 66
  SECTION 12.3.  Fractional Interests . . . . . . . . . . . . . . . . . . . . . 67
  SECTION 12.4.  Conversion Price . . . . . . . . . . . . . . . . . . . . . . . 68
  SECTION 12.5.  Adjustment of Conversion Price . . . . . . . . . . . . . . . . 68
  SECTION 12.6.  Continuation of Conversion Privilege in Case of                
                   Reclassification, Merger, Consolidation or Sale of Assets. . 74
  SECTION 12.7.  Notice of Certain Events . . . . . . . . . . . . . . . . . . . 75
  SECTION 12.8.  Taxes on Conversion. . . . . . . . . . . . . . . . . . . . . . 76
  SECTION 12.9.  Company to Provide Stock . . . . . . . . . . . . . . . . . . . 77
  SECTION 12.10. Disclaimer of Responsibility for Certain Matters . . . . . . . 77
  SECTION 12.11. Return of Funds Deposited for Redemption of Converted         
                   Securities . . . . . . . . . . . . . . . . . . . . . . . . . 78
                                                                               
ARTICLE XIII.  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . 78
  SECTION 13.1.  TIA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
  SECTION 13.2.  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
  SECTION 13.3.  Communications by Holders with Other Holders . . . . . . . . . 79
  SECTION 13.4.  Certificate and Opinion as to Conditions Precedent . . . . . . 79
  SECTION 13.5.  Statements Required in Certificate or Opinion. . . . . . . . . 79
  SECTION 13.6.  Rules by Trustee, Paying Agent, Registrar. . . . . . . . . . . 80
  SECTION 13.7.  Payment Dates. . . . . . . . . . . . . . . . . . . . . . . . . 80
  SECTION 13.8.  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 80
</TABLE>

                                          (iii)

<PAGE>

<TABLE>

<S>                                                                            <C>
  SECTION 13.9.  No Adverse Interpretation of Other Agreements . . . . . . . . 80
  SECTION 13.10. No Recourse Against Others. . . . . . . . . . . . . . . . . . 80
  SECTION 13.11. Successors. . . . . . . . . . . . . . . . . . . . . . . . . . 81
  SECTION 13.12. Duplicate Originals.  . . . . . . . . . . . . . . . . . . . . 81
  SECTION 13.13. Severability. . . . . . . . . . . . . . . . . . . . . . . . . 81
  SECTION 13.14. Table of Contents, Headings, Etc. . . . . . . . . . . . . . . 81
                                                                               
EXHIBITS
--------

EXHIBIT A      Form of Security. . . . . . . . . . . . . . . . . . . . . . . . A-1

EXHIBIT B      Investor Letter of Representation . . . . . . . . . . . . . . . B-1

EXHIBIT C      Form of Conversion Notice . . . . . . . . . . . . . . . . . . . C-1

</TABLE>








                                     (iv)


<PAGE>

     INDENTURE, dated as of May 27, 1998, between GETTY IMAGES, INC.   a 
Delaware corporation (the "Company"), and THE BANK OF NEW YORK, a New York 
banking corporation, as Trustee."

     Each party hereto agrees as follows for the benefit of each other party 
and for the equal and ratable benefit of the Holders of the Company's 4.75% 
Convertible Subordinated Notes due 2003.     

                                  ARTICLE I.

                  DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1.   DEFINITIONS.

          "Acceleration Notice" shall have the meaning specified in Section 6.2.

          "Affiliate" means any Person directly or indirectly controlling or 
controlled by or under direct or indirect common control with the Company.  
For purposes of this definition, the term "control" means the power to direct 
the management and policies of a Person, directly or through one or more 
intermediaries, whether through the ownership of voting securities, by 
contract, or otherwise.

          "Agent" means any Registrar, Paying Agent or co-Registrar or any 
successor thereto.

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

          "beneficial owner" for purposes of the definition of Change of 
Control has the meaning attributed to it in Rules 13d-3 and 13d-5 under the 
Exchange Act (as in effect on the Issue Date), whether or not applicable, 
except that a "Person" shall be deemed to have "beneficial ownership" of all 
shares that any such Person has the right to acquire, whether such right is 
exercisable immediately or only after the passage of time or upon the 
occurrence of certain events.

          "Board of Directors" means, with respect to any Person, the Board 
of Directors of such Person or any committee of the Board of Directors of 
such Person authorized, with respect to any particular matter, to exercise 
the power of the Board of Directors of such Person.

          "Board Resolution" means, with respect to any Person, a duly 
adopted resolution of the Board of Directors of such Person.

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

<PAGE>

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

          "Capitalized Lease Obligation" means, as to any Person, the 
obligation of such Person to pay rent or other amounts under a lease to which 
such Person is a party that is required to be classified and accounted for as 
a capital lease obligation under GAAP.

          "Cash" means such coin or currency of the United States of America 
as at the time of payment shall be legal tender for the payment of public and 
private debts.

          "Change of Control" means:

          (i)  an event or series of events as a result of which any "person" or
     "group" (as such terms are used in Sections 13(d)(3) and 14(d) of the
     Exchange Act) (excluding the Company or any wholly-owned subsidiary
     thereof) is or becomes, directly or indirectly, the "beneficial owner" (as
     defined in Rules 13d-3 and 13d-5 under the Exchange Act, whether or not
     applicable) of more than 50% of the combined voting power of the then
     outstanding securities entitled to vote generally in elections of
     directors, managers or trustees, as applicable, of the Company or any
     successor entity ("Voting Stock"); or

          (ii)  the completion of any consolidation with or merger of the
     Company into any other Person, or conveyance, transfer or lease by the
     Company of all or substantially all of its assets to any Person, or any
     merger of any other Person into the Company in a single transaction or
     series of related transactions, and, in the case of any such transaction or
     series of related transactions, the outstanding Common Stock of the Company
     is changed or exchanged as a result, unless the stockholders of the Company
     immediately before such transaction own, directly or indirectly,
     immediately following such transaction, at least a majority of the combined
     voting power of the outstanding Voting Stock of the Person resulting from
     such transaction in substantially the same proportion as their ownership of
     the Voting Stock immediately before such transaction;

provided that a Change of Control shall not be deemed to have occurred if the 
Last Sale Price of the Common Stock for any five Trading Days during the 10 
Trading Days immediately preceding the Change of Control is at least equal to 
105% of the Conversion Price in effect on each such trading day.


                                      -2-

<PAGE>

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Common Stock" means the Company's common stock, par value $.01 per 
share, or as such stock may be reconstituted from time to time.

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

          "Conversion Price" shall have the meaning specified in Section 12.4.

          "Conversion Shares" shall have the meaning specified in Section 
12.5(1).

          "Custodian" means any receiver, trustee, assignee, liquidator, 
sequestrator or similar official under any Bankruptcy Law.

          "Date of Conversion" shall have the meaning specified in Section 
12.2.

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

          "Defaulted Interest" shall have the meaning specified in Section 
2.12.

          "Definitive Securities" means Securities that are in the form of 
Security attached hereto as Exhibit A that do not include the information 
called for by footnotes 1 and 2 thereof.

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

          "Designated Senior Indebtedness" means the Company's obligations 
under its revolving credit facility, dated 9th February 1998, with Midland 
Bank plc, and the Company's obligations under any other Senior Indebtedness 
in which the instrument creating or evidencing the same or any assumption or 
guarantee thereof (or related agreements or documents to which the Company is 
a party) expressly provides that such Senior Indebtedness shall be 
"Designated Senior Indebtedness" for the purposes of this Indenture; provided 
that any such instrument, agreement or other document may place limitations 
and conditions on the rights of the holders of such Senior Indebtedness to 
exercise the rights of the holders of Designated Senior Indebtedness.


                                      -3-

<PAGE>

          "Disqualified Capital Stock" means, with respect to the Company, 
Capital Stock of the Company that, by its terms or by the terms of any 
security into which it is convertible, exercisable or exchangeable, is, or 
upon the happening of an event or the passage of time would be, required to 
be redeemed or repurchased (including at the option of the holder thereof) by 
the Company, in whole or in part, on or prior to the Stated Maturity of the 
Notes, provided that only the portion of such Capital Stock which is so 
convertible, exercisable, exchangeable or redeemable or subject to repurchase 
prior to such Stated Maturity shall be deemed to be Disqualified Capital 
Stock.

          "Distribution Date" shall have the meaning specified in Section 12.5.

          "DTC" shall have the meaning specified in Section 2.3.

          "Event of Default" shall have the meaning specified in Section 6.1.

          "Exchange Act" means the Securities Exchange Act of 1934, as 
amended, and the rules and regulations promulgated by the SEC thereunder.

          "Expiration Date" shall have the meaning specified in Section 12.5.

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

          "Global Security" means a Security that contains the paragraph 
referred to in footnote 1 and the additional schedule referred to in footnote 
2 to the form of Security attached hereto as Exhibit A.  There shall be one 
or more Global Securities to evidence interests in the Securities held (x) by 
"qualified institutional buyers", as defined in Rule 144A under the 
Securities Act, and (y) by institutional "accredited investors" as defined in 
Rule 501(a)(1), (2), (3) or (7) under Regulation D of the Securities Act.

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

          "Indebtedness" of any Person means, without duplication, (a) all 
liabilities and obligations, contingent or otherwise, of any such Person, (i) 
in respect of borrowed money (whether or not the lender has recourse to all 
or any portion of the assets of such Person), (ii) evidenced by credit or 
loan agreements, bonds, notes, debentures or similar 


                                      -4-

<PAGE>

instruments (including, without limitation, notes or similar instruments 
given in connection with the acquisition of any business, properties or 
assets of any kind), (iii) evidenced by bankers' acceptances or similar 
instruments issued or accepted by banks, (iv) for the payment of money 
relating to a Capitalized Lease Obligation, or (v) evidenced by a letter of 
credit or reimbursement obligation of such Person with respect to any letter 
of credit; (b) all obligations of such Person issued or assumed as the 
deferred purchase price of property or services (but excluding trade accounts 
payable or accrued liabilities arising in the ordinary course of business); 
(c) all net obligations of such Person under Interest Swap and Hedging 
Obligations; (d) all liabilities of others of the kind described in the 
preceding clause (a), (b) or (c) that such Person has guaranteed or that is 
otherwise its legal liability, or which is secured by a lien on property of 
such Person; and (e) any and all deferrals, renewals, extensions, 
modifications, replacements, restatements, refinancings and refundings 
(whether direct or indirect) of, or any indebtedness or obligation issued in 
exchange for, any liability of the kind described in any of the preceding 
clauses (a), (b), (c) or (d), or this clause (e), whether or not between or 
among the same parties.

          "Indenture" means this Indenture, as amended or supplemented from 
time to time in accordance with the terms hereof.

          "interest" means and includes stated interest on the Securities 
and, to the extent applicable, Liquidated Damages.

          "Institutional Accredited Investor" means any Person that is an 
institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or 
(7) of Regulation D under the Securities Act.

          "Initial Purchasers" means the Persons designated as such in the 
Purchase Agreement.

          "Interest Payment Date" means the stated due date of an installment 
of interest on the Securities.

          "Interest Swap and Hedging Obligations" means the obligations of 
any Person under any interest rate protection agreement, interest rate future 
agreement, interest rate option agreement, interest rate swap agreement, 
interest rate cap agreement or other interest rate hedge agreement, interest 
rate collar agreement or other similar agreement or arrangement to which such 
Person is a party or beneficiary.

          "Issue Date" means the date of first issuance of the Securities 
under this Indenture.

          "Junior Securities" means any Qualified Capital Stock and any 
Indebtedness of the Company that is at least as subordinated in right of 
payment to Senior Indebtedness as the Securities and has no scheduled 
installment of principal due, 


                                      -5-

<PAGE>

by redemption, sinking fund payment or otherwise, on or prior to the Stated 
Maturity of the Securities.

          "Last Sale Price" shall have the meaning specified in Section 12.3.

          "Lien" means any mortgage, lien, pledge, charge, security interest 
or other encumbrance of any kind, whether or not filed, recorded or otherwise 
perfected under applicable law (including any conditional sale or other title 
retention agreement and any lease deemed to constitute a security interest 
and any option or other agreement to give any security interest).

          "Liquidated Damages" shall have the meaning specified in the 
Registration Rights Agreement.

          "non-electing share" shall have the meaning specified in Section 
12.6.

          "Non-Payment Default" shall have the meaning specified in Section 
11.2.

          "Notice of Default" shall have the meaning specified in Section 
6.1(3).

          "Offer" shall have the meaning specified in Section 12.5.

          "Officer" means, with respect to the Company, the Chairman or any 
Co-Chairman, the Chief Executive Officer, the President, any Vice President, 
the Chief Financial Officer, the Treasurer, the Controller or the Secretary 
of the Company.

          "Officers' Certificate" means, with respect to the Company, a 
certificate signed by two Officers or by an Officer and an Assistant 
Secretary of the Company and otherwise complying with the requirements of 
Section 2.2, if applicable, and the applicable provisions of Sections 13.4 
and 13.5.

          "Opinion of Counsel" means a written opinion from legal counsel who 
is reasonably acceptable to the Trustee and which complies with the 
applicable requirements of Sections 13.4 and 13.5.

          "Paying Agent" shall have the meaning specified in Section 2.3.

          "Payment Blockage Notice" shall have the meaning specified in 
Section 11.2.

          "Payment Blockage Period" shall have the meaning specified in 
Section 11.2.

          "Payment Default" shall have the meaning specified in Section 11.2.


                                      -6-

<PAGE>

          "Person" means any corporation, individual, limited liability 
company, joint stock company, joint venture, partnership, unincorporated 
association, governmental regulatory entity, country, state or political 
subdivision thereof, trust, municipality or other entity.

          "PORTAL Market" means the Private Offerings, Resales and Trading 
through Automated Linkages Market operated by the National Association of 
Securities Dealers, Inc. or any successor thereto.

          "property" means any right or interest in or to property or assets 
of any kind whatsoever, whether real, personal or mixed and whether tangible 
or intangible.

          "Purchase Agreement" means that certain Purchase Agreement, dated 
May 20, 1998, by and among the Company and the Initial Purchasers, as such 
agreement may be amended, modified or supplemented from time to time in 
accordance with the terms thereof.

          "Purchased Shares" shall have the meaning specified in Section 12.5.

          "Qualified Capital Stock" means any Capital Stock of the Company 
that is not Disqualified Capital Stock.

          "QIB" means a Person that is a "qualified institutional buyer" as 
defined in Rule 144A under the Securities Act.

          "Record Date" means a Record Date specified in the Securities 
whether or not such Record Date is a Business Day.

          "Redemption Date," when used with respect to any Security to be 
redeemed, means the date fixed for such redemption pursuant to Article III of 
this Indenture and the form of Security.

          "Redemption Price," when used with respect to any Security to be 
redeemed, means the redemption price for such redemption pursuant to 
Paragraph 5 in the form of Security, which shall include, without 
duplication, in each case, accrued and unpaid interest, if any, to and 
including the Redemption Date.

          "Registrar" shall have the meaning specified in Section 2.3.

          "Registration Rights Agreement" means the Registration Rights 
Agreement, dated the date hereof, by and among the Initial Purchasers and the 
Company, as such agreement may be amended, modified or supplemented from time 
to time in accordance with the terms thereof.

          "Repurchase Date" shall have the meaning specified in Section 10.1.


                                      -7-

<PAGE>

          "Repurchase Offer" shall have the meaning specified in Section 10.1.

          "Repurchase Offer Period" shall have the meaning specified in 
Section 10.1.

          "Repurchase Price" shall have the meaning specified in Section 10.1.

          "Repurchase Put Date" shall have the meaning specified in Section 
10.1.

          "Restricted Security" means a Security, unless or until it has been 
(i) disposed of in a transaction effectively registered under the Securities 
Act or (ii) distributed to the public pursuant to Rule 144 (or any similar 
provision then in force) under the Securities Act.

          "SEC" means the Securities and Exchange Commission and any other 
Person hereafter succeeding to the duties thereof under the Securities Act, 
the TIA or the Exchange Act.

          "Securities" means, collectively, the 4.75% Convertible 
Subordinated Notes due 2003, as supplemented from time to time in accordance 
with the terms hereof, issued under this Indenture.

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

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

          "Senior Indebtedness" means all obligations of the Company to pay 
the principal of, premium, if any, interest (including all interest accruing 
subsequent to the commencement of any bankruptcy or similar proceeding, 
whether or not a claim for post-petition interest is allowable as a claim in 
any such proceeding) on, and all fees, costs, expenses and other amounts 
accrued or due on or in connection with, any Indebtedness of the Company, 
whether outstanding on the date of this Indenture or thereafter created, 
incurred, assumed, guaranteed or in effect guaranteed by the Company, unless 
the instrument creating or evidencing such Indebtedness provides that such 
Indebtedness is not senior or superior in right of payment to the Securities 
or is pari passu with, or subordinated to, the Securities; provided that in 
no event shall Senior Indebtedness include (a) Indebtedness of the Company 
owed or owing to any Subsidiary of the Company or any officer, director or 
employee of the Company or any Subsidiary of the Company, (b) Indebtedness 
representing or with respect to any account payable or other accrued current 
liability or obligation incurred in the ordinary course of business in 
connection with the obtaining of materials or services or (c) any liability 
for taxes owed or owing by the Company or any Subsidiary of the Company.


                                      -8-

<PAGE>

          "Shelf Registration Statement" shall have the meaning specified in 
the Registration Rights Agreement.

          "Significant Subsidiary" means any Subsidiary which is a 
"significant subsidiary" of the Company within the meaning of Rule 1-02(w) of 
Regulation S-X under the Securities Act promulgated by the Commission as in 
effect as of the date of the Indenture.

          "Special Record Date" for payment of any Defaulted Interest means a 
date fixed by the Trustee pursuant to Section 2.12.

          "Stated Maturity" when used with respect to any Security, means 
June 1, 2003.

          "Subsidiary" with respect to any Person, means (i) a corporation a 
majority of whose Capital Stock with voting power normally entitled to vote 
in the election of directors is at the time, directly or indirectly, owned by 
such Person, by such Person and one or more Subsidiaries of such Person or by 
one or more Subsidiaries of such Person, (ii) a partnership in which such 
Person or a Subsidiary of such Person is, at the time, a general partner and 
owns alone or together with one or more Subsidiaries of such Person a 
majority of the partnership interests, or (iii) any other Person (other than 
a corporation) in which such Person, one or more Subsidiaries of such Person, 
or such Person and one or more Subsidiaries of such Person, directly or 
indirectly, at the date of determination thereof, has at least majority 
ownership interest.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code 
Sections 77aaa- 77bbbb) as in effect on the date of the execution of this 
Indenture unless otherwise specified herein.

          "Trading Day" means each Monday, Tuesday, Wednesday, Thursday and 
Friday, other than any day on which securities are not traded on the NASDAQ 
National Market (or, if the Common Stock is not admitted to trading thereon, 
on the principal national securities exchange on which the Common Stock is at 
the time listed or admitted to trading).

          "Transfer Restricted Securities" means Securities that bear or are 
required to bear the legend set forth in Section 2.6 hereof.

          "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 such successor.

          "Trust Officer" means any officer within the corporate trust 
division (or any successor group) of the Trustee or any other officer of the 
Trustee customarily performing functions similar to those performed by the 
Persons who at that time shall be such officers, and also means, with respect 
to a particular corporate trust matter, any other 


                                      -9-

<PAGE>

officer of the Trustee to whom such trust matter is referred because of his 
knowledge of and familiarity with the particular subject.

          "U.S. Government Obligations" means direct non-callable obligations 
of, or non-callable obligations that are fully guaranteed by, the United 
States of America, for the payment of which obligation or guarantee the full 
faith and credit of the United States of America is pledged.

          "Voting Stock" means the then outstanding securities entitled to 
vote generally in elections of directors, managers or trustees, as 
applicable, of the Company or any successor entity.

SECTION 1.2.   INCORPORATION BY REFERENCE OF TIA. 

          Whenever this Indenture refers to a provision of the TIA, such 
provision is incorporated by reference in and made a part of this Indenture. 
The following TIA terms used in this Indenture have the following meanings:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture securityholder" means a Holder or a Securityholder.

          "indenture to be qualified" means this Indenture.

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

          "obligor" on the indenture securities means the Company and any other
     obligor on the Securities.

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

SECTION 1.3.   RULES OF CONSTRUCTION.   

          Unless the context otherwise requires:  

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

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

          (3)  "or" is not exclusive;

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


                                     -10-

<PAGE>

          (5)  provisions apply to successive events and transactions;

          (6)  "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;

          (7)  references to Sections or Articles mean references to such
     Section or Article in this Indenture, unless stated otherwise; and

          (8)  references to statutes or regulations include successor
     provisions thereto and recodifications thereof unless the context otherwise
     expressly requires.

                                 ARTICLE II.
                                          
                                THE SECURITIES

SECTION 2.1.   FORM AND DATING.

          The Securities and the Trustee's certificate of authentication in 
respect thereof, shall be substantially in the form of Exhibit A hereto, 
which Exhibit is part of this Indenture.  The Securities may have notations, 
legends or endorsements required by law, stock exchange rule or usage.  The 
Company shall approve the form of the Securities and any notation, legend or 
endorsement on them.  Any such notations, legends or endorsements not 
contained in the form of Security attached as Exhibit A hereto shall be 
delivered in writing to the Trustee.  Each Security shall be dated the date 
of its authentication.

          The terms and provisions contained in the forms of Securities shall 
constitute, and are hereby expressly made, a part of this Indenture and, to 
the extent applicable, the Company and the Trustee, by their execution and 
delivery of this Indenture, expressly agree to such terms and provisions and 
to be bound thereby.

          Every Security shall bear interest from the date of initial 
issuance, at the annual rate as specified on the face of the Form of Note 
attached as Exhibit A hereto.  Interest on Securities shall be paid on June 1 
and December 1, commencing December 1, 1998, to Holders of record at the 
close of business on the immediately preceding Record Date unless redeemed, 
repurchased or converted earlier pursuant to the terms of this Indenture. 
Interest on the Securities shall be computed on the basis of a 360-day year 
comprised of twelve 30 day months.

          The Person in whose name any Security (or its predecessor Security) 
is registered at the close of business on any Record Date with respect to any 
Interest Payment Date (including any security that is converted after the 
Record Date and on or before the Interest Payment Date) shall be 


                                     -11-

<PAGE>

entitled to receive the interest payable on such Interest Payment Date 
notwithstanding the cancellation of such Security upon any transfer, exchange 
or conversion subsequent to the Record Date and on or prior to such Interest 
Payment Date. Interest may, at the option of the Company, be paid by check 
mailed to the address of such Person on the Security register; provided that, 
with respect to any Holder of Securities with an aggregate principal amount 
equal to or in excess of $5,000,000, at the request of such Holder in writing 
to the Company at least fifteen (15) days prior to the date set for payment 
of interest (who shall then furnish written notice to such effect to the 
Trustee), interest on such Holder's Securities shall be paid by wire transfer 
in immediately available funds in accordance with the wire transfer 
instructions supplied by such Holder to the Trustee and paying agent (if 
different from the Trustee).

SECTION 2.2.   EXECUTION AND AUTHENTICATION.

          Two Officers shall sign, or one Officer shall sign and one Officer 
shall attest to, the Securities for the Company by manual or facsimile 
signature.

          If an Officer whose signature is on a Security was an Officer at 
the time of such execution but no longer holds that office at the time the 
Trustee authenticates the Security, the Security shall be valid nevertheless 
and the Company shall nevertheless be bound by the terms of the Securities 
and this Indenture.

          A Security shall not be valid until an authorized signatory of the 
Trustee manually signs the certificate of authentication on the Security, but 
such signature shall be conclusive evidence that the Security has been 
authenticated pursuant to the terms of this Indenture.

          The Trustee shall authenticate the Securities for original issue in 
the aggregate principal amount of up to $86,250,000 upon receipt of one or 
more written orders of the Company in the form of an Officers' Certificate.  
The Officers' Certificate shall specify the amount of Securities to be 
authenticated and the date on which the Securities are to be authenticated.  
The aggregate principal amount of Securities outstanding at any time may not 
exceed $86,250,000, except as provided in Section 2.7; provided, that 
Securities in excess of $75,000,000 shall not be issued other than pursuant 
to the over-allotment option granted by the Company to the Initial Purchasers 
as provided in the Purchase Agreement.  Upon the written order of the Company 
in the form of an Officers' Certificate, the Trustee shall authenticate 
Securities in substitution of Securities originally issued to reflect any 
name change of the Company; provided, however, that in connection with the 
Company order for authentication of Securities dated the date hereof, the 
Officers' Certificate and Opinion of Counsel pursuant to Section 13.4 shall 
not be required.


                                     -12-

<PAGE>

          The Trustee may appoint an authenticating agent acceptable to the 
Company to authenticate Securities.  Unless otherwise provided in the 
appointment, an authenticating agent may authenticate Securities whenever the 
Trustee may do so.  Each reference in this Indenture to authentication by the 
Trustee includes authentication by such agent.  An authenticating agent has 
the same rights as an Agent to deal with the Company, any Affiliate of the 
Company, or any of their respective Subsidiaries.

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

SECTION 2.3.   REGISTRAR AND PAYING AGENT.   

          The Company shall maintain an office or agency in the Borough of 
Manhattan, The City of New York, where Securities may be presented for 
registration of transfer, conversion or for exchange ("Registrar") and an 
office or agency where Securities may be presented for payment ("Paying 
Agent") and where notices and demands to or upon the Company in respect of 
the Securities may be served.  The Company may act as Registrar or Paying 
Agent, except that, for the purposes of Articles III, VIII and X and as 
otherwise specified in the Indenture, neither the Company nor any Affiliate 
of the Company shall act as Paying Agent.  The Registrar shall keep a 
register of the Securities and of their transfer and exchange and conversion. 
The Company may have one or more co-Registrars and one or more additional 
Paying Agents. The term "Paying Agent" includes any additional Paying Agent. 
The Company hereby initially appoints the Trustee as Registrar, Paying Agent 
and conversion agent, and the Trustee hereby initially agrees so to act.

          The Company shall enter into an appropriate written agency 
agreement with any Agent not a party to this Indenture, which agreement shall 
implement the provisions of this Indenture that relate to such Agent.  The 
Company shall promptly notify the Trustee in writing of the name and address 
of any such Agent. If the Company fails to maintain a Registrar or Paying 
Agent, the Trustee shall act as such.

          The Company initially appoints The Depository Trust Company ("DTC") 
to act as Depositary with respect to the Global Securities.

          The Company initially appoints the Trustee to act as Securities 
Custodian with respect to the Global Securities.  

SECTION 2.4.   PAYING AGENT TO HOLD ASSETS IN TRUST.   

          The Company shall require each Paying Agent other than the Trustee 
to agree in writing that each Paying Agent shall hold in trust for the 
benefit of Holders and the Trustee all assets held by the Paying Agent for 
the payment of any amounts due on the Securities (whether such assets have 
been delivered to it by the Company or any other obligor on the 


                                     -13-

<PAGE>

Securities), and shall notify the Trustee in writing of any Default in making 
any such payment.  If either of the Company or a Subsidiary of the Company 
acts as Paying Agent, it shall segregate such assets and hold them as a 
separate trust fund for the benefit of the Holders and the Trustee.  The 
Company at any time may require a Paying Agent to deliver all assets held by 
it to the Trustee and account for any assets disbursed and the Trustee may at 
any time during the continuance of any payment Default, upon written request 
to a Paying Agent, require such Paying Agent to deliver all assets held by it 
to the Trustee and to account for any assets delivered to it.  Upon delivery 
to the Trustee of all assets that shall have been delivered by the Company to 
the Paying Agent, the Paying Agent (if other than the Company or an Affiliate 
of the Company) shall have no further liability for such assets.

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 Holders.  If the Trustee is not the Registrar, the Company shall furnish 
to the Trustee on or before the third Business Day preceding each Interest 
Payment Date and at such other times as the Trustee may request in writing a 
list in such form and as of such date as the Trustee reasonably may require 
of the names and addresses of Holders.

SECTION 2.6.   TRANSFER AND EXCHANGE.   

          (a)  GLOBAL SECURITIES.  So long as the Securities are eligible for 
book-entry settlement with the Depositary, unless otherwise required by law, 
all Securities (i) to be traded on the PORTAL Market or (ii) sold (A) to a 
QIB or (B) to an Institutional Accredited Investor that, prior to such 
transfer, is required to furnish to the Trustee a signed letter containing 
certain representations and agreements relating to the restrictions on 
transfer of the Security ("Investment Letter"), shall be represented by one 
or more Global Securities registered in the name of the Depositary or the 
nominee of the Depositary. The transfer and exchange of beneficial interests 
in any Global Security, which does not involve the issuance of a Security in 
certificated form, shall be effected through the Depositary, in accordance 
with this Indenture (including restrictions on transfer set forth herein) and 
the procedures of the Depositary therefor.

          At any time at the request of the beneficial owner of an interest 
in Global Security to obtain a Security in certificated form, such beneficial 
owner shall be entitled to obtain a Security in certificated form upon 
written request to the Trustee in accordance with the standing instructions 
and procedures existing between the Trustee and Depositary for the issuance 
thereof.  Upon receipt of any such request, the Trustee will cause, in 
accordance with the standing instructions and procedures existing between the 
Depositary and the Trustee, the aggregate principal amount of the Global 
Security to be reduced by the principal amount of the Security issued in 
certificated form upon such request to such 


                                     -14-

<PAGE>

beneficial owner and, following such reduction, the Company will execute and 
the Trustee will authenticate and make available for delivery to such 
beneficial owner (or its nominee) a Security or Securities in certificated 
form in the appropriate aggregate principal amount in the name of such 
beneficial owner (or its nominee) as the Holder thereof and bearing such 
restrictive legends as may be required by this Indenture.

          Any transfer of a beneficial interest in the Global Security which 
cannot be effected through book-entry settlement must be effected by the 
delivery to the transferee (or its nominee) of a Security or Securities in 
certificated form registered in the name of the transferee (or its nominee) 
on the books maintained by the Registrar in accordance with the transfer 
restrictions set forth herein.  With respect to any such transfer, the 
Trustee will cause, in accordance with the standing instructions and 
procedures existing between the Depositary and the Trustee, the aggregate 
principal amount of the Global Security to be reduced by the principal amount 
of the respective beneficial interest in the Global Security being 
transferred and, following such reduction, the Company will execute and the 
Trustee will authenticate and make available for delivery to the transferee 
(or such transferee's nominee, as the case may be), a Security or Securities 
in certificated form (bearing such restrictive legends as may be required by 
this Indenture) in the appropriate aggregate principal amount in the name of 
such transferee (or its nominee) as the Holder thereof may request.

          (b)  TRANSFER.  So long as the Securities are eligible for 
book-entry settlement, or unless otherwise required by law, upon any transfer 
of a Security in certificated form to a QIB in accordance with Rule 144A or 
an Institutional Accredited Investor that is required to deliver an 
Investment Letter, and upon receipt of the Security or Securities in 
certificated form being so transferred, together with a certification from 
the transferor that the transferee is a QIB or an Institutional Accredited 
Investor (and, in the case of an Institutional Accredited Investor, that such 
transferee has delivered an Investment Letter), the Trustee shall make an 
endorsement on the Global Security to reflect an increase in the aggregate 
principal amount of the Securities represented by the Global Security, and 
the Trustee shall cancel such Security or Securities in certificated form and 
cause, in accordance with the standing instructions and procedures existing 
between the Depositary and the Trustee, the aggregate principal amount of 
Securities represented by the Global Security to be increased accordingly; 
provided that no Security in certificated form, or portion thereof, in 
respect of which the Company or an Affiliate of the Company held any 
beneficial interest shall be included in the Global Security until such 
Security in certificated form is freely tradable in accordance with Rule 
144(k) and provided, further, that the Trustee shall issue Securities in 
certificated form upon any transfer of a beneficial interest in the Global 
Security to the Securities or an Affiliate of the Company."


                                     -15-

<PAGE>

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

          (c)  LEGEND ON SECURITIES.  Every Security that bears or is 
required under this Section 2.6(c) to bear the legend set forth in this 
Section 2.6(c) (together with any Common Stock issued upon conversion of the 
Securities and required to bear the legend set forth in Section 2.6(d)), 
shall be subject to the restrictions on transfer set forth in this Section 
2.6(c) (including those set forth in the legend set forth below) unless such 
restrictions on transfer shall be waived by written consent of the Company 
(with written notice to the Trustee), and the Holder of each such Restricted 
Security, by such Securityholder's acceptance thereof, agrees to be bound by 
all such restrictions on transfer.  As used in Section 2.6(c) and 2.6(d), the 
term "transfer" encompasses any sale, pledge, transfer or other disposition 
whatsoever of any Restricted Security.

          Until two years after the original issuance date of any Security, 
any certificate evidencing such Security (and all Securities in exchange 
therefor or substitution thereof, other than Common Stock, if any, issued 
upon conversion thereof, which shall bear the legend set forth in Section 
2.6(d), if applicable) shall bear a legend in substantially the following 
form, unless otherwise agreed by the Company in writing, with written notice 
thereof to the Trustee:

          THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S.
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
     SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, EXCEPT AS
     SET FORTH IN THE FOLLOWING SENTENCE.

          BY ITS ACQUISITION HEREOF, THE HOLDER:  (1) REPRESENTS THAT (A) IT IS
     A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
     SECURITIES ACT) IN COMPLIANCE WITH RULE 144A OR (B) IT IS AN INSTITUTIONAL
     "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER
     THE SECURITIES ACT) ("INSTITUTIONAL ACCREDITED INVESTOR"); (2) AGREES THAT
     IT WILL NOT PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO
     SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(k) 


                                     -16-

<PAGE>

     UNDER THE SECURITIES ACT (THE "RESTRICTION TERMINATION DATE") RESELL OR 
     OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK 
     ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR 
     ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN 
     COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN 
     INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, 
     FURNISHES TO THE BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, 
     AS APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND 
     AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY 
     EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH 
     TRUSTEE OR A SUCCESSOR TRUSTEE, AS APPLICABLE), (D) PURSUANT TO ANOTHER 
     AVAILABLE EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT, 
     OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED 
     EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE 
     AT THE TIME OF SUCH TRANSFER); AND (3) AGREES THAT IT WILL DELIVER TO 
     EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED A 
     NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

          IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY
     BEFORE THE RESTRICTION TERMINATION DATE, THE HOLDER MUST CHECK THE
     APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF
     SUCH TRANSFER AND SUBMIT THIS SECURITY TO THE BANK OF NEW YORK, AS TRUSTEE
     (OR A SUCCESSOR TRUSTEE, AS APPLICABLE).  IF THE PROPOSED TRANSFER IS
     PURSUANT TO CLAUSE (C) OR (D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH
     TRANSFER, FURNISH TO THE BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR
     TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
     INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
     BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
     TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

          THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE
     SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE OR UPON THE
     RESTRICTION TERMINATION DATE. 

          Any Security (or security issued in exchange or substitution therefor)
as to which such restrictions on transfer shall have expired in accordance with
their terms or as to which the conditions for removal of the foregoing legend
set forth therein have been satisfied may, upon surrender of such Security for
exchange to the Registrar in accordance with the provisions of this Section 2.6,
be exchanged for a new Security or Securities, of like tenor and aggregate
principal amount and authorized denominations, which shall not bear the
restrictive legend required by this Section 2.6(c).


                                     -17-

<PAGE>

          Notwithstanding any other provisions of this Indenture (other than 
the provisions set forth in the second paragraph of Section 2.6(a) and in 
this Section 2.6(c)), a Global Security may not be transferred as a whole or 
in part except by the Depositary to a nominee of the Depositary or by a 
nominee of the Depositary to the Depositary or another nominee of the 
Depositary or by the Depositary or any such nominee to a successor Depositary 
or a nominee of such successor Depositary.

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

          The Trustee is hereby authorized and requested to execute and 
deliver a Letter of Representation to the Depositary and, in connection with 
any successor nominee for the Depositary or any successor Depositary, enter 
into comparable arrangements, and shall have the same rights with respect to 
its actions thereunder as it has with respect to its actions under this 
Indenture.

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

          If a Security in certificated form is issued in exchange for any 
portion of a Global Security after the close of business at the office or 
agency where such exchange occurs on any Record Date and before the opening 
of business at such office or agency on the next succeeding Interest Payment 
Date, interest will not be payable to the Holder on such Interest Payment 
Date in respect of such Security, but will be payable on such Interest 
Payment Date only to the Person to whom interest in respect of such portion 
of such Global Security is payable in accordance with the provisions of this 
Indenture.

          Securities in certificated form issued in exchange for all or a 
part of a Global Security pursuant to this Section 2.6 shall be registered in 
such names and in such authorized denominations as the Depositary, pursuant 
to instruction from its direct or indirect participants or otherwise, shall 
instruct the Trustee in writing.  Upon execution and authentication, the 
Trustee shall make such Securities available for delivery in certificated 
form to the 


                                     -18-

<PAGE>

Person in whose names such Securities in certificated form are so registered.

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

          (d)  LEGEND ON COMMON STOCK.  Until two years after the original 
issuance date of any Security, any stock certificate representing Common 
Stock issued upon conversion of such Security shall bear a legend in 
substantially the following form, unless such Common Stock has been 
transferred pursuant to a registration statement that has been declared 
effective under the Securities Act (and which continues to be effective at 
the time of such transfer) or such Common Stock has been issued upon 
conversion of Securities that have been transferred pursuant to a 
registration statement that has been declared effective under the Securities 
Act, or unless otherwise agreed by the Company in writing with written notice 
thereof to the transfer agent:

          THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
     U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
     STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, EXCEPT
     AS SET FORTH IN THE FOLLOWING SENTENCE.

          THE HOLDER HEREOF AGREES THAT UNTIL THE EXPIRATION OF THE HOLDING
     PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE
     144(k) UNDER THE SECURITIES ACT (THE "RESTRICTION TERMINATION DATE"): 
     (1)IT WILL NOT RESELL OR OTHERWISE TRANSFER THE COMMON STOCK EVIDENCED
     HEREBY 


                                     -19-

<PAGE>

     EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A "QUALIFIED 
     INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) 
     IN COMPLIANCE WITH RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED 
     INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE 
     SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE BANK OF 
     NEW YORK, AS TRANSFER AGENT (OR A SUCCESSOR TRANSFER AGENT, AS 
     APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND 
     AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE COMMON STOCK 
     EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH 
     TRANSFER AGENT OR A SUCCESSOR TRANSFER AGENT, AS APPLICABLE), (D) 
     PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION PROVIDED UNDER 
     THE SECURITIES ACT, OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH 
     HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH 
     CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2) PRIOR TO 
     SUCH TRANSFER BEFORE THE RESTRICTION TERMINATION DATE (OTHER THAN A 
     TRANSFER PURSUANT TO CLAUSE 1(E) ABOVE), IT WILL FURNISH THE BANK OF NEW 
     YORK, AS TRANSFER AGENT (OR A SUCCESSOR TRANSFER AGENT, AS APPLICABLE), 
     SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY 
     REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT 
     TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE 
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) IT WILL DELIVER 
     TO EACH PERSON TO WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED 
     (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 1(E) ABOVE) A NOTICE 
     SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

          THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE
     COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE 1(E) ABOVE OR UPON THE
     RESTRICTION TERMINATION DATE. 

          Any such Common Stock as to which such restrictions on transfer 
shall have expired in accordance with their terms or as to which the 
conditions for removal of the foregoing legend set forth therein have been 
satisfied may, upon surrender of the certificates representing such shares of 
Common Stock for exchange in accordance with the procedures of the transfer 
agent for the Common Stock, be exchanged for a new certificate or 
certificates for a like number of shares of Common Stock, which shall not 
bear the restrictive legend required by this Section 2.6(d).

          (e)  CANCELLATION AND/OR ADJUSTMENT OF GLOBAL SECURITY.  At such 
time as all beneficial interests in a Global Security have either been 
exchanged for Definitive Securities, redeemed, repurchased or canceled, such 
Global Security shall be returned to or retained and canceled by the Trustee. 
At any time prior to such cancellation, if any beneficial interest in a 
Global Security is exchanged for Definitive Securities, redeemed, repurchased 
or canceled, the 


                                     -20-

<PAGE>

principal amount of Securities represented by such Global Security shall be 
reduced and an endorsement shall be made on such Global Security, by the 
Trustee or the Securities Custodian, at the direction of the Trustee, to 
reflect such reduction.

          (f)  OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF 
DEFINITIVE SECURITIES AND GLOBAL SECURITIES.

          (i)    To permit registrations of transfers and exchanges, the 
Company shall execute and the Trustee shall authenticate Definitive 
Securities and Global Securities at the Registrar's or co-Registrar's request.

          (ii)   No service charge shall be made for any registration of 
transfer or exchange, but the Company may require payment of a sum sufficient 
to cover any transfer tax, assessments, or similar governmental charge 
payable in connection therewith (other than any such transfer taxes, 
assessments, or similar governmental charge payable upon exchanges or 
transfers pursuant to Section 2.2 (fourth paragraph), 2.10, 3.7, 9.5 or 10.1 
(final paragraph)).

          (iii)  The Registrar or co-Registrar shall not be required to 
register the transfer or exchange of (a) any Definitive Security selected for 
redemption in whole or in part pursuant to Article III, except the unredeemed 
portion of any Definitive Security being redeemed in part, (b) any Security 
for a period beginning 15 days before the mailing of a notice of a Repurchase 
Offer pursuant to Article X hereof or the mailing of a notice of redemption 
of Securities pursuant to Article III hereof and ending at the close of 
business on the day of such mailing or (c) any Security or portion thereof 
surrendered for conversion pursuant to Article XII.

          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 Depositary 
participants or 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 (including to the extent such 
requirement is at the discretion of the Company), and to examine the same to 
determine substantial compliance as to form with the express requirements 
hereof.


                                     -21-

<PAGE>

SECTION 2.7.   REPLACEMENT SECURITIES.  

          If a mutilated Security is surrendered to the Trustee or if the 
Holder of a Security claims and submits an affidavit or other evidence, 
satisfactory to the Trustee, to the Trustee to the effect that the Security 
has been lost, destroyed or wrongfully taken, the Company shall issue and the 
Trustee shall authenticate a replacement Security (bearing a number not 
contemporaneously outstanding) if the Trustee's requirements are met.  Such 
Holder must provide an indemnity bond or other indemnity, sufficient in the 
judgment of both the Company and the Trustee, to protect the Company, the 
Trustee or any Agent from any loss which any of them may suffer if a Security 
is replaced.  The Company may charge such Holder for its reasonable, 
out-of-pocket expenses in replacing a Security.

          In case any such mutilated, destroyed, lost or stolen Security has 
become or is about to become due and payable, the Company in its discretion, 
but subject to any conversion rights, may, instead of issuing a new Security, 
pay such Security, upon satisfaction of the conditions set forth in the 
preceding paragraph.

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

          The provisions of this Section 2.7 are exclusive and shall preclude 
(to the extent lawful) all other rights and remedies of any Holder 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 the Securities that have 
been authenticated by the Trustee (including any Security represented by a 
Global Security) except those canceled by it, those delivered to it for 
cancellation or conversion, those paid pursuant to Section 2.7, those 
reductions in the interest in a Global Security effected by the Trustee 
hereunder and those described in this Section 2.8 as not outstanding.  A 
Security does not cease to be outstanding because the Company or an Affiliate 
of the Company holds the Security, except as provided in Section 2.9.

          If a Security is replaced pursuant to Section 2.7 (other than a 
mutilated Security surrendered for replacement), it ceases to be outstanding 
unless the Trustee receives proof satisfactory to it that the replaced 
Security is held by a protected purchaser.  A mutilated Security ceases to be 


                                      -22-

<PAGE>

outstanding upon surrender of such Security and replacement thereof pursuant 
to Section 2.7.

          If on a Redemption Date the Paying Agent (other than the Company or 
an Affiliate of the Company) holds Cash or U.S. Government Obligations 
sufficient to pay all of the principal and interest due on the Securities 
payable on that date in accordance with Section 3.6 hereof and payment of the 
Securities called for redemption is not otherwise prohibited pursuant to 
Article XI hereof or otherwise, then on and after that date such Securities 
cease to be outstanding and interest on them ceases to accrue.

SECTION 2.9.   TREASURY SECURITIES.     

          In determining whether the Holders of the required principal amount 
of Securities have concurred in any direction, amendment, supplement, waiver 
or consent, Securities owned by the Company or an Affiliate of the Company 
shall be disregarded, except that, for the purposes of determining whether 
the Trustee shall be protected in relying on any such direction, amendment, 
supplement, waiver or consent, only Securities that a Trust Officer of the 
Trustee actually knows are so owned shall be disregarded.

SECTION 2.10.  TEMPORARY SECURITIES.    

          Pending the preparation of Definitive Securities in certificated 
form, the Company may execute and the Trustee or an authenticating agent 
appointed by the Trustee shall, upon the written request of the Company, 
authenticate and make available for delivery, temporary Securities.  
Temporary Securities shall be issuable in any authorized denomination, and 
substantially in the form of the Definitive Securities in certificated form, 
but with such omissions, insertions and variations as may be appropriate for 
temporary Securities, all as may be determined by the Company.

          Every such temporary Security shall be executed by the Company and 
authenticated by the Trustee or such authenticating agent upon the same 
conditions and in substantially the same manner, and with the same effect, as 
the Definitive Securities in certificated form.  Without unreasonable delay 
the Company will execute and deliver to the Trustee or such authenticating 
agent Definitive Securities in certificated form (other than in the case of 
Securities in global form) and thereupon any or all temporary Securities 
(other than in the case of Securities in global form) may be surrendered in 
exchange therefor, at each office or agency maintained by the Company 
pursuant to Section 4.2 and the Trustee or such authenticating agent shall 
authenticate and make available for delivery in exchange for such temporary 
Securities an equal aggregate principal amount of Definitive Securities in 
certificated form.  Such exchange shall be made by the Company at its own 
expense and without any charge therefor.


                                     -23-

<PAGE>

          Until so exchanged, the temporary Securities shall in all respects 
be entitled to the same benefits and subject to the same limitations under 
this Indenture as Definitive Securities in certificated form authenticated 
and delivered hereunder.

SECTION 2.11.  CANCELLATION.  

          The Company at any time may deliver Securities to the Trustee for 
cancellation.  The Registrar and the Paying Agent shall forward to the 
Trustee any Securities surrendered to them for transfer, exchange or payment. 
The Trustee, or at the direction of the Trustee, the Registrar or the Paying 
Agent (other than the Company or an Affiliate of the Company), and no one 
else, shall cancel and dispose of all Securities surrendered for transfer, 
exchange, payment or cancellation in accordance with its customary practices, 
unless otherwise requested by the Company; provided, however, that the 
Trustee shall not be required to destroy such canceled Securities.  Subject 
to Section 2.7, the Company may not issue new Securities to replace 
Securities that have been paid or delivered to the Trustee for cancellation.  
No Securities shall be authenticated in lieu of or in exchange for any 
Securities canceled as provided in this Section 2.11, except as expressly 
permitted in the form of Securities and as permitted by this Indenture.

SECTION 2.12.  INTEREST AND DEFAULTED INTEREST.   

          Interest and any Liquidated Damages on any Security which are 
payable, and are punctually paid or duly provided for, on any Interest 
Payment Date shall be paid to the Person in whose name that Security (or one 
or more predecessor Securities) is registered at the close of business on the 
Record Date immediately preceding such Interest Payment Date.

          Any interest or Liquidated Damages on any Security which are 
payable, but are not punctually paid or duly provided for, on any Interest 
Payment Date plus, to the extent lawful, any interest payable on such 
defaulted amounts (collectively, herein called "Defaulted Interest") shall 
forthwith cease to be payable to the registered Holder on the relevant Record 
Date, and such Defaulted Interest shall be paid by the Company, at its 
election in each case, as provided in clause (1) or (2) below:

          (1)  The Company may elect to make payment of any Defaulted 
Interest to the Persons in whose names the Securities (or their respective 
predecessor Securities) are registered at the close of business on a Special 
Record Date for the payment of such Defaulted Interest, which shall be fixed 
in the following manner.  The Company shall notify the Trustee in writing of 
the amount of Defaulted Interest proposed to be paid on each Security and the 
date of the proposed payment, and at the same time the Company shall deposit 
with the Trustee an amount of Cash equal to the aggregate amount proposed to 
be paid in respect of such Defaulted Interest or shall make arrangements 
satisfactory to 


                                     -24-

<PAGE>

the Trustee for such deposit prior to the date of the proposed payment, such 
Cash when deposited to be held in trust for the benefit of the Persons 
entitled to such Defaulted Interest as provided in this clause (1).  
Thereupon the Trustee shall fix a Special Record Date for the payment of such 
Defaulted Interest which shall be not more than 15 days and not less than 10 
days prior to the date of the proposed payment and not less than 10 days 
after the receipt by the Trustee of the notice of the proposed payment.  The 
Trustee shall promptly notify the Company of such Special Record Date and, in 
the name and at the expense of the Company, shall cause notice of the 
proposed payment of such Defaulted Interest and the Special Record Date 
therefor to be mailed, first-class postage prepaid, to each Holder at his 
address as it appears in the Security register not less than 10 days prior to 
such Special Record Date. Notice of the proposed payment of such Defaulted 
Interest and the Special Record Date therefor having been mailed as 
aforesaid, such Defaulted Interest shall be paid to the Persons in whose 
names the Securities (or their respective predecessor Securities) are 
registered at the close of business on such Special Record Date and shall no 
longer be payable pursuant to the following clause (2).

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

          Subject to the foregoing provisions of this Section 2.12, each 
Security delivered under this Indenture upon transfer of or in exchange for 
or in lieu of any other Security shall carry the rights to interest accrued 
and unpaid, and to accrue, which were carried by such predecessor Security.

SECTION 2.13   CUSIP NUMBERS.

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


                                     -25-

<PAGE>
                                       
                                  ARTICLE III.
                                          
                                   REDEMPTION

SECTION 3.1.   RIGHT OF REDEMPTION.     

          Redemption of Securities, as permitted by any provision of this 
Indenture, shall be made in accordance with Paragraph 5 of the Securities and 
this Article III.  The Company will not have the right to redeem any 
Securities prior to June 1, 2001.  On or after June 1, 2001, the Company will 
have the right to redeem all or any part of the Securities at the Redemption 
Prices specified in Paragraph 5 of the Securities under the caption 
"Redemption", in each case including accrued and unpaid interest and any 
Liquidated Damages to, but excluding, the Redemption Date.

SECTION 3.2.   NOTICES TO TRUSTEE. 

          If the Company elects to redeem Securities, it shall notify the 
Trustee in writing of the Redemption Date and the principal amount of 
Securities to be redeemed and whether it wants the Trustee to give notice of 
redemption to the Holders.

          If the Company elects to reduce the principal amount of Securities 
to be redeemed by crediting against any such redemption Securities it has not 
previously delivered to the Trustee for cancellation, it shall so notify the 
Trustee of the amount of the reduction and deliver such Securities with such 
notice.

          The Company shall give each notice to the Trustee provided for in 
this Section 3.2 at least 45 days before the Redemption Date (unless a 
shorter notice shall be satisfactory to the Trustee).  Any such notice may be 
canceled at any time prior to notice of such redemption being mailed to any 
Holder and shall thereupon be void and of no effect.     

SECTION 3.3.   SELECTION OF SECURITIES TO BE REDEEMED. 

          If less than all of the outstanding Securities are to be redeemed 
on any Redemption Date, the Trustee shall select the Securities or portions 
thereof to be redeemed by lot, on a pro rata basis or by such other method as 
the Trustee shall determine to be fair and appropriate and in such manner as 
complies with any applicable depositary, legal and stock exchange or 
automated quotation system requirements.

          The Trustee shall make the selection from the Securities 
outstanding and not previously called for redemption and shall promptly 
notify the Company in writing of the Securities or portions thereof selected 
for redemption and, in the case of any Security selected for partial 
redemption, the principal amount thereof to be redeemed.  Securities in 
denominations of $1,000 may be redeemed only 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.  

                                     -26-
<PAGE>

Provisions of this Indenture that apply to Securities called for redemption 
also apply to portions of Securities called for redemption.

SECTION 3.4.   NOTICE OF REDEMPTION.    

          At least 20 days prior to a Redemption Date, the Company shall send 
a notice of redemption to the Trustee and each Holder whose Securities are to 
be redeemed.  At the Company's request, the Trustee shall give the notice of 
redemption in the Company's name and at the Company's expense.  Each notice 
for redemption shall identify the Securities or portions thereof to be 
redeemed and shall state:

          (1)  the Redemption Date, and that the Securities called for 
     redemption may not be converted after the close of business on the 
     Business Day immediately prior to the Redemption Date (unless the 
     Company defaults in the payment of the Redemption Price);

          (2)  the Redemption Price, including the amount of accrued and 
     unpaid interest and any Liquidated Damages to be paid upon such 
     redemption;

          (3)  the name, address and telephone number of the Paying Agent;"

          (4)  that Securities called for redemption must be surrendered to 
     the Paying Agent at the address specified in such notice to collect the 
     Redemption Price;

          (5)  that, unless (a) the Company defaults in its obligation to 
     deposit Cash with the Paying agent in accordance with Section 3.6 hereof 
     or (b) such redemption payment is prohibited pursuant to Article XI 
     hereof or otherwise, interest and any Liquidated Damages on Securities 
     called for redemption ceases to accrue on and after the Redemption Date 
     and the only remaining right of the Holders of such Securities is to 
     receive payment of the Redemption Price, including accrued and unpaid 
     interest and any Liquidated Damages to, but excluding, the Redemption 
     Date, upon surrender to the Paying Agent of the Securities called for 
     redemption and to be redeemed;

          (6)  if any Security is being redeemed in part, the portion of the 
     principal amount, equal to $1,000 or any integral multiple thereof, of 
     such Security to be redeemed and that, after the Redemption Date, and 
     upon surrender of such Security, a new Security or Securities in 
     aggregate principal amount equal to the unredeemed portion thereof will 
     be issued;

          (7)  if less than all the Securities are to be redeemed, the 
     identification of the particular Securities (or portions thereof) to be 
     redeemed, as 

                                      -27-
<PAGE>

     well as the aggregate principal amount of such Securities to be redeemed 
     and the aggregate principal amount of Securities to be outstanding after 
     such partial redemption;

          (8)  the CUSIP number of the Securities to be redeemed; and

          (9)  that the notice is being sent pursuant to this Section 3.4 and 
     pursuant to the redemption provisions of Paragraph 5 of the Securities.

SECTION 3.5.   EFFECT OF NOTICE OF REDEMPTION.    

          Once notice of redemption is mailed in accordance with Section 3.4, 
Securities called for redemption shall become due and payable on the 
Redemption Date at the Redemption Price, including accrued and unpaid 
interest and any Liquidated Damages to, but excluding, the Redemption Date.  
Upon surrender to the Trustee or Paying Agent, such Securities called for 
redemption shall be paid at the Redemption Price, including accrued and 
unpaid interest and any Liquidated Damages to, but excluding, the Redemption 
Date; provided that if the Redemption Date is after a Record Date and on or 
prior to the corresponding Interest Payment Date, accrued interest and any 
Liquidated Damages shall be payable to the Holder of the redeemed Securities 
at the close of business on the relevant Record Date; and provided, further, 
that if a Redemption Date is not a Business Day, payment shall be made on the 
next succeeding Business Day and no interest shall accrue for the period from 
such Redemption Date to such succeeding Business Day.

SECTION 3.6.   DEPOSIT OF REDEMPTION PRICE.  

          On or prior to 10:30 a.m. New York City time, on the Redemption 
Date, the Company shall deposit with the Paying Agent (other than the Company 
or an Affiliate of the Company) Cash sufficient to pay all amounts due on all 
Securities to be redeemed on such Redemption Date (other than Securities or 
portions thereof called for redemption on that date that have been delivered 
by the Company to the Trustee for cancellation).  The Paying Agent shall 
promptly return to the Company any Cash so deposited which is not required 
for that purpose upon the written request of the Company.

          If the Company complies with the preceding paragraph and the other
provisions of this Article III and payment of the Securities called for
redemption is not prohibited under Article XI or otherwise, interest and any
Liquidated Damages on the Securities to be redeemed will cease to accrue on and
after the applicable Redemption Date, whether or not such Securities are
presented for payment.  Notwithstanding anything herein to the contrary, if any
Security surrendered for redemption in the manner provided in the Securities
shall not be so paid upon surrender for redemption because of the failure of the
Company to comply with the preceding paragraph, interest and, if applicable,
Liquidated Damages shall continue 

                                      -28-
<PAGE>

to accrue and be paid from the Redemption Date until such payment is made on 
the unpaid principal, and, to the extent lawful, on any interest not paid on 
such unpaid principal, in each case at the rate and in the manner provided in 
Section 4.1 hereof and the Security.

SECTION 3.7.   SECURITIES REDEEMED IN PART.  

          Upon surrender of a Security that is to be redeemed in part, the 
Company shall execute and the Trustee shall authenticate and deliver to the 
Holder, without service charge to the Holder, a new Security or Securities 
equal in principal amount to the unredeemed portion of the Security 
surrendered.

SECTION 3.8.   CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.    

          In connection with any redemption of the Securities, the Company may
arrange for the purchase and conversion of any of the Securities by an agreement
with one or more investment bankers or other purchasers to purchase such
Securities by paying to the Trustee in trust for the Holders, on or before the
date fixed for redemption, an amount not less than the applicable Redemption
Price, together with interest accrued and any Liquidated Damages to (but
excluding) that Redemption Date, of such Securities.  Notwithstanding anything
to the contrary contained in this Article III, the obligation of the Company to
pay the Redemption Price of such Securities, together with interest accrued and
any Liquidated Damages to (but excluding) the date fixed for redemption, shall
be deemed to be satisfied and discharged to the extent such amount is so paid by
such purchasers.  If such an agreement is entered into (a copy of which shall be
filed with the Trustee prior to the date fixed for redemption), any Securities
not duly surrendered for conversion by the Holders thereof, may, at the option
of the Company, be deemed, to the fullest extent permitted by law, acquired by
such purchasers from such Holders and surrendered by such purchasers for
conversion, all as of immediately prior to the close of business on the
Redemption Date (and the right to convert any such Securities shall be extended
through such time), subject to payment of the above amount as aforesaid.  At the
written direction of the Company, the Trustee shall hold and dispose of any such
amount paid to it in the same manner as it would moneys deposited with it by the
Company for the redemption of the Securities.  Without the Trustee's prior
written consent, no arrangement between the Company and such purchasers for the
purchase and conversion of any Securities shall increase or otherwise affect any
of the powers, duties, responsibilities or obligations of the Trustee as set
forth in this Indenture, and the Company agrees to indemnify the Trustee from,
and hold it harmless against, any loss, liability or expense arising out of or
in connection with any such arrangement for the purchase and conversion of any
of the Securities between the Company and such purchasers to which the Trustee
has not consented in writing, including the costs and expenses, including
reasonable legal fees, incurred by the Trustee in the defense of any claim or
liability arising out of or in connection with the exercise or performance of
any of its 

                                       -29-
<PAGE>

powers, duties, responsibilities or obligations under this Indenture.

                                  ARTICLE IV.
                                          
                                   COVENANTS

SECTION 4.1.   PAYMENT OF SECURITIES.   

          The Company shall pay the principal, Redemption Price or Repurchase 
Price of and interest and any Liquidated Damages on the Securities on the 
dates and in the manner provided in the Securities and, in the case of 
Liquidated Damages, in the Registration Rights Agreement.  A payment of any 
amount due on the Securities shall be considered paid on the date it is due 
if the Trustee or Paying Agent (other than the Company or an Affiliate of the 
Company) holds for the benefit of the Holders, on or before 10:00 a.m. New 
York City time on that date, Cash deposited and designated for and sufficient 
to pay the applicable amount.

          The Company shall pay interest on overdue principal, Redemption 
Price or Repurchase Price and on overdue installments of interest and any 
Liquidated Damages at the rate specified in the Securities, compounded 
semi-annually, to the extent lawful.

SECTION 4.2.   MAINTENANCE OF OFFICE OR AGENCY.   

          The Company shall maintain in the Borough of Manhattan, The City of 
New York, an office or agency where Securities may be presented or 
surrendered for payment, where Securities may be surrendered for registration 
of transfer or exchange and for conversion and where notices and demands to 
or upon the Company in respect of the Securities and this Indenture may be 
served.  The Company shall give prompt written notice to the Trustee of the 
location, and any change in the location, of such office or agency.  If at 
any time the Company shall fail to maintain any such required office or 
agency or shall fail to furnish the Trustee with the address thereof, such 
presentations, surrenders, notices and demands may be made or served at the 
address of the Trustee set forth in Section 13.2.

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

                                      -30-
<PAGE>

SECTION 4.3.   CORPORATE EXISTENCE.     

          Subject to Article V, the Company shall do or cause to be done all 
things necessary to preserve and keep in full force and effect its corporate 
existence and the corporate or other existence of each of its Significant 
Subsidiaries in accordance with the respective organizational documents of 
each of them and the rights (charter and statutory) and corporate franchises 
of the Company and each of its Significant Subsidiaries; provided, however, 
that the Company shall not be required to preserve, with respect to itself, 
any right or franchise, and with respect to any of its Significant 
Subsidiaries, any such existence, right or franchise, if (a) the Company 
shall, in good faith, reasonably determine that the preservation thereof is 
no longer desirable in the conduct of the business of such entity and (b) the 
loss thereof is not disadvantageous in any material respect to the Holders.

SECTION 4.4.   PAYMENT OF TAXES AND OTHER CLAIMS. 

          Except with respect to immaterial items, the Company shall, and 
shall cause each of its Subsidiaries to, pay or discharge or cause to be paid 
or discharged, before the same shall become delinquent, (i) all taxes, 
assessments and governmental charges (including withholding taxes and any 
penalties, interest and additions to taxes) levied or imposed upon the 
Company or any of its Subsidiaries or any of their respective properties and 
(ii) all lawful claims, whether for labor, materials, supplies, services or 
anything else, which have become due and payable and which by law have or may 
become a Lien upon the property and assets of the Company or any of its 
Subsidiaries; provided, however, that neither the Company nor any Subsidiary 
shall be required to pay or discharge or cause to be paid or discharged any 
such tax, assessment, charge or claim whose amount, applicability or validity 
is being contested in good faith by appropriate proceedings and for which 
disputed amounts adequate reserves have been established in accordance with 
GAAP.

SECTION 4.5.   MAINTENANCE OF PROPERTIES AND INSURANCE.     

          The Company shall cause all material properties used or useful to 
the conduct of its business and the business of each of its Subsidiaries to 
be maintained and kept in good condition, repair and working order 
(reasonable wear and tear excepted) and supplied with all necessary equipment 
and shall cause to be made all necessary repairs, renewals, replacements, 
betterments and improvements thereof, all as in its reasonable good faith 
judgment may be necessary, so that the business carried on in connection 
therewith may be properly conducted at all times; provided, however, that 
nothing in this Section 4.5 shall prevent the Company or any Subsidiary from 
discontinuing any operation or maintenance of any of such properties, or 
disposing of any of them, if such discontinuance or disposal is (a) in the 
judgment of the Company, desirable in the conduct of the business of such 
entity and (b) not disadvantageous in any material respect to the Holders.

                                     -31-
<PAGE>

          The Company shall provide, or cause to be provided, for itself and 
each of its Subsidiaries, insurance (including appropriate self-insurance) 
against loss or damage of the kinds that, in the reasonable, good faith 
judgment of the Company is adequate and appropriate for the conduct of the 
business of the Company and such Subsidiaries in a prudent manner, with 
(except for self-insurance) reputable insurers or with the government of the 
United States of America or an agency or instrumentality thereof, in such 
amounts, with such deductibles, and by such methods as shall be customary, in 
the reasonable, good faith judgment of the Company and adequate and 
appropriate for the conduct of the business of the Company and such 
Subsidiaries in a prudent manner for entities similarly situated in the 
industry, unless failure to provide such insurance (together with all other 
such failures) would not have a material adverse effect on the financial 
condition or results of operations of the Company and the Subsidiaries, taken 
as a whole.

SECTION 4.6.   COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT.   

          (a)  The Company shall deliver to the Trustee within 90 days after 
the end of its fiscal year an Officers' Certificate, one of the signers of 
which shall be the principal executive officer, principal financial officer 
or principal accounting officer of the Company, complying with Section 
314(a)(4) of the TIA and stating that a review of its activities and the 
activities of its Subsidiaries during the preceding fiscal year has been made 
under the supervision of the signing Officers with a view to determining 
whether the Company has kept, observed, performed and fulfilled its 
obligations under this Indenture and further stating, as to each such Officer 
signing such certificate, whether or not the signer knows of any failure by 
the Company or any Subsidiary of the Company to comply with any conditions or 
covenants in this Indenture (determined without regard to any period of grace 
or requirement of notice) and, if such signer does know of such a failure to 
comply, the certificate shall describe such failure with particularity.  The 
Officers' Certificate shall also notify the Trustee should the relevant 
fiscal year end on any date other than the current fiscal year end date.

          (b)  The Company shall, so long as any of the Securities are 
outstanding, deliver to the Trustee, promptly upon becoming aware of any 
Default, Event of Default or fact which would prohibit the making of any 
payment to or by the Trustee in respect of the Securities, an Officers' 
Certificate specifying such Default, Event of Default or fact and what action 
the Company is taking or proposes to take with respect thereto.  The Trustee 
shall not be deemed to have knowledge of any Default, any Event of Default or 
any such fact unless one of its Trust Officers receives notice thereof from 
the Company or any of the Holders.

SECTION 4.7.   REPORTS.  

          Whether or not the Company is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange 

                                      -32-
<PAGE>

Act, the Company shall deliver to the Trustee and to each Holder and to 
prospective purchasers of Securities identified to the Company by an Initial 
Purchaser, within 15 days after it is or would have been required to file 
such with the SEC, annual and quarterly consolidated financial statements 
substantially equivalent to financial statements that would have been 
included in reports filed with the SEC if the Company were subject to the 
requirements of Section 13 or 15(d) of the Exchange Act, including, with 
respect to annual information only, a report thereon by the Company's 
independent certified public accountants as such would be required in such 
reports to the SEC and, in each case, together with a management's discussion 
and analysis of financial condition and results of operations which would be 
so required.  In addition, the Company shall file with the Trustee and the 
SEC, and transmit to holders of Securities, such information, documents and 
other reports and such summaries thereof, as may be required pursuant to the 
TIA at the times and in the manner provided pursuant to such Act.

          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 4.8.  LIMITATION ON STATUS AS INVESTMENT COMPANY.

          Neither the Company nor any of its Subsidiaries shall become an 
"investment company" (as that term is defined in the Investment Company Act 
of 1940 as amended), or otherwise become subject to regulation under the 
Investment Company Act.

SECTION 4.9.  WAIVER OF STAY, EXTENSION AND USURY LAWS.

          The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law which would prohibit or forgive the Company from paying all or any
portion of the principal Redemption Price or Repurchase Price of, or interest
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 (to the extent that it may lawfully do so) the Company hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                       -33-
<PAGE>

SECTION 4.10.  RULE 144A INFORMATION REQUIREMENT.

          If at any time there are Transfer Restricted Securities outstanding 
and the Company shall cease to have a class of equity securities registered 
under Section 12(g) of the Exchange Act or shall cease to be subject to 
Section 15(d) of the Exchange Act, the Company shall furnish to the Holders 
or beneficial holders of the Securities or the underlying Common Stock and 
prospective purchasers of Securities or the underlying Common Stock 
designated by the Holders of Transfer Restricted Securities, upon their 
request, the information required to be delivered pursuant to Rule 144A(d)(4) 
under the Securities Act until such time as the Shelf Registration Statement 
has become effective under the Securities Act.  The Company shall also 
furnish such information during the pendency of any suspension of 
effectiveness of the Shelf Registration Statement.

SECTION 4.11.  QUALIFICATION OF INDENTURE.

          The Company shall qualify this Indenture under the TIA in 
accordance with the terms and conditions of the Registration Rights Agreement 
and shall pay all costs and expenses (including attorneys' fees and expenses 
for the Company and the Trustee) incurred in connection therewith, including, 
but not limited to, costs and expenses of qualification of the Indenture and 
the Securities and printing this Indenture and the Securities.

SECTION 4.12.  REGISTRATION RIGHTS.

          The Holders of the Securities are entitled to certain registration 
rights with respect to such Securities and Common Stock pursuant to, and 
subject to the terms of, the Registration Rights Agreement.  The Company 
hereby covenants to perform all such obligations under the Registration 
Rights Agreement for the benefit of such Holders.

                                   ARTICLE V.
                                          
                             SUCCESSOR CORPORATION

SECTION 5.1.   LIMITATION ON MERGER, SALE OR CONSOLIDATION.

          (a)  The Company shall not, directly or indirectly, consolidate 
with or merge with or into another Person or sell, lease, convey or transfer 
all or substantially all of its assets (other than to a wholly-owned 
Subsidiary or Subsidiaries), whether in a single transaction or a series of 
related transactions, to another Person or group of affiliated Persons, 
unless (i) either (a) in the case of a merger or consolidation, the Company 
is the surviving entity or (b) the resulting, surviving or transferee entity 
is a corporation organized under the laws of the United States (including any 
state thereof or the District of Columbia), Canada or any other country that 
is a member of the European Union; provided that with respect to any 
corporation organized under the laws of any European Union country other than 
the United Kingdom, 

                                      -34-
<PAGE>

such corporation must be listed on the New York Stock Exchange or the 
American Stock Exchange or quoted on the Nasdaq National Market, and 
expressly assumes by supplemental indenture all of the obligations of the 
Company in connection with the Securities and the Indenture; and (ii) no 
Default or Event of Default shall exist or shall occur immediately after 
giving effect to such transaction; and (iii) the Company has delivered to the 
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that 
such consolidation, merger or transfer and, if a supplemental indenture is 
required, such supplemental indenture comply with this Indenture and that all 
conditions precedent relating to such transaction have been satisfied.

          (b)  For purposes of clause (a) of this Section 5.1 and Section 
12.6, the sale, lease, conveyance, assignment, transfer, or other disposition 
of all or substantially all of the properties and assets of one or more 
Subsidiaries of the Company, which properties and assets, if held by the 
Company instead of such Subsidiaries, would constitute all or substantially 
all of the properties and assets of the Company on a consolidated basis, 
shall be deemed to be the transfer of all or substantially all of the 
properties and assets of the Company.

SECTION 5.2.   SUCCESSOR CORPORATION SUBSTITUTED. 

          Upon any consolidation or merger or any sale, lease, conveyance or 
transfer of all or substantially all of the assets of the Company in 
accordance with the foregoing, the successor corporation formed by such 
consolidation or into which the Company is merged or to which such sale, 
lease, conveyance or transfer is made, shall succeed to, and be substituted 
for, and may exercise every right and power of, the Company under the 
Indenture with the same effect as if such successor corporation had been 
named therein as the Company, and when a successor corporation duly assumes 
all of the obligations of the Company pursuant hereto and pursuant to the 
Securities, the predecessor shall be released from such obligations (except 
with respect to any obligations that arise from or as a result of such 
transaction).

                                  ARTICLE VI.
                                          
                         EVENTS OF DEFAULT AND REMEDIES

SECTION 6.1.   EVENTS OF DEFAULT.  

          "Event of Default", wherever used herein, means any one of the 
following events (whatever the reason for such Event of Default and whether 
it shall be caused voluntarily or involuntarily or effected, without 
limitation, by operation of law or pursuant to any judgment, decree or order 
of any court or any order, rule or regulation of any administrative or 
governmental body):

          (1)  failure to pay any installment of interest on, or any 
     Liquidated Damages with respect to, the 

                                      -35-
<PAGE>

     Securities as and when the same becomes due and payable, whether or not 
     such payment is prohibited by Article XI, or to perform any conversion 
     of the Securities required under this Indenture, and the continuance of 
     such failure for a period of 30 days;

          (2)  failure to pay all or any part of the principal of, or 
     premium, if any on the Securities when and as the same become due and 
     payable at maturity, redemption, by acceleration or otherwise, 
     including, without limitation, failure to pay all or any part of the 
     Repurchase Price on the Repurchase Date in accordance with Article X, 
     whether or not such payment is prohibited by Article XI;

          (3)  failure by the Company to observe or perform any covenant or 
     agreement contained in the Securities or this Indenture (other than a 
     default in the performance of any covenant or agreement which is 
     specifically dealt with elsewhere in this Section 6.1), and continuance 
     of such failure for a period of 60 days after there has been given, by 
     registered or certified mail, to the Company by the Trustee, or to the 
     Company and the Trustee by Holders of at least 25% in aggregate 
     principal amount of the then outstanding Securities, a written notice 
     specifying such failure, requesting it to be remedied and stating that 
     such notice is a "Notice of Default" hereunder;

          (4)  failure by the Company or any Significant Subsidiary to pay at 
     final maturity (either at its stated maturity or upon acceleration 
     thereof) any Indebtedness of the Company or any Significant Subsidiary 
     in a principal amount then outstanding in excess of $10,000,000, and 
     such Indebtedness is not discharged, or such acceleration is not 
     rescinded or annulled within a period of 30 days after the giving of a 
     Notice of Default;

          (5)  a decree, judgment or order by a court of competent 
     jurisdiction shall have been entered adjudging the Company or any of its 
     Significant Subsidiaries as bankrupt or insolvent, or approving as 
     properly filed a petition seeking reorganization of the Company or any 
     of its Significant Subsidiaries under any Bankruptcy Law, and such 
     decree, judgment or order shall have continued undischarged and unstayed 
     for a period of 60 days; or a decree or order of a court of competent 
     jurisdiction over the appointment of a receiver, liquidator, trustee or 
     assignee in bankruptcy or insolvency of the Company, any of its 
     Significant Subsidiaries, or of the property of any such Person, or for 
     the winding up or liquidation of the affairs of any such Person, shall 
     have been entered, and such decree, judgment or order shall have 
     remained 

                                       -36-
<PAGE>

     in force undischarged and unstayed for a period of 60 days;

          (6)  the Company or any of its Significant Subsidiaries shall 
     institute proceedings to be adjudicated a voluntary bankrupt, or shall 
     consent to the filing of a bankruptcy proceeding against it, or shall 
     file a petition or answer of consent seeking reorganization under any 
     Bankruptcy Law, or shall consent to the filing of any such petition, or 
     shall consent to the appointment of a custodian, receiver, liquidator, 
     trustee or assignee in bankruptcy or insolvency of it or any of its 
     assets or property, or shall make a general assignment for the benefit 
     of creditors; or take any corporate action in furtherance of or to 
     facilitate, conditionally or otherwise, any of the foregoing; or

          (7)  final unsatisfied judgments not covered by insurance, 
     aggregating in excess of $10,000,000 at any one time shall have been 
     rendered against the Company or any of its Significant Subsidiaries and 
     not have been stayed, bonded or discharged for a period (during which 
     execution shall not be effectively stayed) of 60 days (or, in the case 
     of any such final judgment which provides for payment over time, which 
     shall so remain unstayed, unbonded or undischarged beyond any applicable 
     payment date provided therein).

Notwithstanding the 60-day period and notice requirement contained in Section 
6.1(3) above, with respect to a default under Article X the 60-day period 
referred to in Section 6.1(3) shall be deemed to have begun as of the date 
the Change of Control notice is required to be sent in the event that the 
Company has not complied with the provisions of Section 10.1 and the Trustee 
or Holders of at least 25% in principal amount of the outstanding Securities 
thereafter have given the Notice of Default referred to in Section 6.1(3) to 
the Company and, if applicable, the Trustee; provided, however, that if the 
breach or default is a result of a default in the payment when due of the 
Repurchase Price on the Repurchase Date, such Event of Default shall be 
deemed, for purposes of this Section 6.1, to arise no later than on the last 
Repurchase Date.  

          If a Default shall occur and be continuing and be known to the
Trustee, the Trustee shall, within 90 days after the occurrence of such Default,
give to the Holders notice of such Default; provided that the Trustee shall be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the best interest of the Holders, except in the
case of a Default in the payment of any amounts due on the Securities
(including, without limitation, principal of, premium, if any, interest on, or
any Liquidated Damages, with respect to, any of the Securities when due, or in
the payment of Redemption Price or the Repurchase Price).

                                       -37-
<PAGE>

SECTION 6.2.  ACCELERATION OF MATURITY DATE; RESCISSION AND ANNULMENT.

          If an Event of Default (other than an Event of Default specified in 
Section 6.1(5) or (6) relating to the Company) occurs and is continuing, 
then, in every such case, unless the principal of all of the Securities shall 
have already become due and payable, either the Trustee or the Holders of not 
less than 25% in aggregate principal amount of then outstanding Securities, 
by a notice in writing to the Company (and to the Trustee if given by 
Holders) (an "Acceleration Notice"), may declare all of the principal of the 
Securities (or the Repurchase Price if the Event of Default includes failure 
to pay the Repurchase Price, determined as set forth below), including in 
each case accrued interest and any Liquidated Damages thereon, to be due and 
payable immediately. If an Event of Default specified in Section 6.1(5) or 
(6) relating to the Company occurs, all amounts due thereon will be 
immediately due and payable on all outstanding Securities without any 
declaration or other act on the part of Trustee or the Holders.

          At any time after such a declaration of acceleration has been made 
and before a judgment or decree for payment of the money due has been 
obtained by the Trustee as hereinafter provided in this Article VI, the 
Holders of not less than a majority in aggregate principal amount of then 
outstanding Securities, by written notice to the Company and the Trustee, may 
rescind, on behalf of all Holders, any such declaration of acceleration if:

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

               (A)  All overdue interest and Liquidated Damages on all
          Securities

               (B)  the principal, Redemption Price or Repurchase Price of any
          Securities which would then be due otherwise than by such declaration
          of acceleration, and interest thereon at the rate borne by the
          Securities

               (C)  to the extent that payment of such interest is lawful,
          interest upon overdue interest and overdue Liquidated Damages at the
          rate borne by the Securities       

               (D)  all sums paid or advanced by the Trustee hereunder and the
          compensation, expenses, disbursements and advances of the Trustee, its
          agent and counsel, and

          (2)  all Events of Default, other than the non-payment of the 
     principal, Redemption Price or Repurchase Price of, and interest and any 
     Liquidated 

                                       -38-
<PAGE>

     Damages on, the Securities that have become due solely by such 
     declaration of acceleration, have been cured or waived as provided in 
     Section 6.12, including, if applicable, any Event of Default relating to 
     the covenants contained in Section 10.1.

          Notwithstanding the previous sentence of this Section 6.2, no 
waiver shall be effective against any Holder for any Default or Event of 
Default with respect to any covenant or provision which cannot be modified or 
amended without the consent of the Holder of each outstanding Security 
affected thereby, unless all such affected Holders agree, in writing, to 
waive such Default or Event of Default.  No such waiver shall cure or waive 
any subsequent Default or Event of Default or impair any right consequent 
thereon.

SECTION 6.3.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

          The Company covenants that if an Event of Default in payment of any 
amount specified in clause (1) or (2) of Section 6.1 occurs and is 
continuing, the Company shall, upon demand of the Trustee, pay to it, for the 
benefit of the Holders of such Securities, the whole amount then due and 
payable on such Securities and, to the extent that payment of such interest 
shall be legally enforceable, interest on any such overdue amounts, including 
any overdue interest and Liquidated Damages, at the rate borne by the 
Securities, and, in addition thereto, such further amount as shall be 
sufficient to cover the reasonable costs and expenses of collection, 
including compensation to, and reasonable expenses, disbursements and 
advances of the Trustee, its agents and counsel.

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

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

SECTION 6.4.  TRUSTEE MAY FILE PROOFS OF CLAIM.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, 

                                       -39-
<PAGE>

arrangement, adjustment, composition or other judicial proceeding relative to 
the Company or any other obligor upon the Securities or the property of the 
Company or of such other obligor or their creditors, the Trustee 
(irrespective of whether the principal of the Securities shall then be due 
and payable as therein expressed or by declaration or otherwise and 
irrespective of whether the Trustee shall have made any demand on the Company 
for the payment of any overdue amounts) shall be entitled and empowered, by 
intervention in such proceeding or otherwise to take any and all actions 
under the TIA, including

          (1)  to file and prove a claim for the whole amount owing and 
     unpaid in respect of the Securities and to file such other papers or 
     documents as may be necessary or advisable in order to have the claims 
     of the Trustee (including any claim for the reasonable compensation, 
     expenses, disbursements and advances of the Trustee, its agent and 
     counsel) and of the Holders allowed in such judicial proceeding, and

          (2)  to collect and receive any moneys or other property payable or 
     deliverable on any such claims and to distribute the same in accordance 
     with Section 6.6;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7.

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

SECTION 6.5.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

          All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust in favor of the Holders, and any recovery of
judgment shall, after provision for the payment of compensation to, and
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the 

                                       -40-
<PAGE>

Securities in respect of which such judgment has been recovered.

SECTION 6.6.  PRIORITIES.

          Any money collected by the Trustee pursuant to this Article VI 
shall be applied in the following order, at the date or dates fixed by the 
Trustee and, in case of the distribution of such money on account of the 
Securities, upon presentation of the Securities and the notation thereon of 
the payment if only partially paid and upon surrender thereof if fully paid:

          FIRST:  To the Trustee in payment of all amounts due pursuant to
     Section 7.7;

          SECOND:  To the holders of Senior Indebtedness of the Company to the
     extent provided in Article XI;

          THIRD:  To the Holders in payment of the amounts then due and unpaid
     for principal, Redemption Price or Repurchase Price of, and interest and
     any Liquidated Damages on, the Securities in respect or for the benefit of
     which such money has been collected, ratably, without preference or
     priority of any kind, according to the amounts due and payable on such
     Securities for any and all of such amounts; and

          FOURTH:  The remainder, if any, shall be repaid to the Company.

SECTION 6.7.  LIMITATION ON SUITS.

          No Holder of any Security shall have any right to institute or 
order or direct the Trustee to institute any proceeding, judicial or 
otherwise, with respect to this Indenture, or for the appointment of a 
receiver or trustee, or for any other remedy hereunder, except for a default 
in the payment of principal, Redemption Price or Repurchase Price of, and 
interest and any Liquidated Damages on, the Securities and except for a 
failure to convert any Security as provided in Article XIII, unless

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

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

          (C)  such Holder or Holders have furnished to the Trustee (to the
     extent not prohibited by the TIA) security or indemnity satisfactory to the
     Trustee against the costs, expenses and liabilities 

                                       -41-
<PAGE>

     to be incurred or reasonably probable to be incurred in compliance with 
     such request;

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

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

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

SECTION 6.8.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PAYMENTS AND TO CONVERT.

          Notwithstanding any other provision of this Indenture but subject 
to the provisions of Article XI, the Holder of any Security shall have the 
right, which is absolute and unconditional, to receive payment of the 
principal, Redemption Price or Repurchase Price of, and interest and any 
Liquidated Damages on, such Security when due and to convert such Security in 
accordance with Article XII and to institute suit for the enforcement of any 
such payment and right to convert, and such rights shall not be impaired 
without the consent of such Holder.

SECTION 6.9.  RIGHTS AND REMEDIES CUMULATIVE.

          Except as otherwise provided with respect to the replacement or 
payment of mutilated, destroyed, lost or stolen Securities in Section 2.7, no 
right or remedy herein conferred upon or reserved to the Trustee or to the 
Holders is intended to be exclusive of any right or remedy, and every right 
and remedy shall, to the extent permitted by law, be cumulative and in 
addition to every other right and remedy given hereunder or now or hereafter 
existing at law or in equity or otherwise.  The assertion or employment of 
any right or remedy hereunder, or otherwise, shall not prevent the concurrent 
assertion or employment of any other appropriate right or remedy.

SECTION 6.10.  DELAY OR OMISSION NOT WAIVER.

          No delay or omission by the Trustee or by any Holder of any Security
to exercise any right or remedy arising upon any Event of Default shall impair
the exercise of any such right or remedy or constitute a waiver of any such
Event of Default.  Every right and remedy given by this Article VI or by law to
the Trustee or to the Holders may be exercised from 

                                       -42-
<PAGE>

time to time, and as often as may be deemed expedient, by the Trustee or by 
the Holders, as the case may be.

SECTION 6.11.  CONTROL BY HOLDERS.

          The Holder or Holders of not less than a majority in aggregate 
principal amount of then outstanding Securities shall have the right to 
direct the time, method and place of conducting any proceeding for any remedy 
available to the Trustee or exercising any trust or power conferred upon the 
Trustee, provided, that

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

          (2)  the Trustee shall not determine that the action so directed would
     be unjustly prejudicial to the Holders not taking part in such direction,
     and"

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

SECTION 6.12.  WAIVER OF PAST DEFAULT.

          The Holder or Holders of not less than a majority in aggregate 
principal amount of then outstanding Securities may, on behalf of all 
Holders, prior to the declaration of acceleration of the maturity of the 
Securities, waive any past Default hereunder and its consequences, except a 
Default

          (A)  in the payment of the principal, Redemption Price or Repurchase
     Price of, or interest or any Liquidated Damages on, any Security not yet
     cured,

          (B)  in respect of the failure by the Company to convert a Security in
     accordance with the provisions of Article XII, or

          (C)  in respect of any covenant or provision hereof which, under
     Article IX, cannot be modified or amended without the consent of the Holder
     of each outstanding Security affected.

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

SECTION 6.13.  UNDERTAKING FOR COSTS.

          All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action 

                                       -43-
<PAGE>

taken, suffered or omitted to be taken by it as Trustee, the filing by any 
party litigant in such suit of an undertaking to pay the costs of such suit, 
and that such court may in its discretion assess reasonable costs, including 
reasonable attorneys' fees and expenses, against any party litigant in such 
suit, having due regard to the merits and good faith of the claims or 
defenses made by such party litigant; but the provisions of this Section 6.13 
shall not apply to any suit instituted by the Company, to any suit instituted 
by the Trustee, to any suit instituted by any Holder, or group of Holders, 
holding in the aggregate more than 10% of aggregate principal amount of then 
outstanding Securities, or to any suit instituted by any Holder for 
enforcement of the payment of any amount due on any Security on or after the 
respective due date of such Security or of the conversion thereof.

SECTION 6.14.  RESTORATION OF RIGHTS AND REMEDIES.

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

                                 ARTICLE VII.
                                          
                                   TRUSTEE

          The Trustee hereby accepts the trust imposed upon it by this 
Indenture and covenants and agrees to perform the same, as herein expressed.

SECTION 7.1.  DUTIES OF TRUSTEE.

          (a)  If a Default or 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 their 
exercise as a prudent Person would exercise or use under the circumstances in 
the conduct of such Person's own affairs.

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

          (1)  The Trustee need perform only those duties as are specifically 
     set forth in this Indenture and the TIA and no others, and no covenants 
     or obligations shall be implied in or read into this Indenture or the 
     TIA which are adverse to the Trustee.

          (2)  In the absence of bad faith on its part, the Trustee may 
     conclusively rely, as to the truth 

                                       -44-
<PAGE>

     of the statements and the correctness of the opinions expressed therein, 
     upon certificates or opinions furnished to the Trustee and conforming to 
     the requirements of this Indenture.  However, in the case of any such 
     certificates or opinions which by any provision hereof are specifically 
     required to be furnished to the Trustee, the Trustee shall be under a 
     duty to examine the same to determine whether or not they conform to the 
     requirements of this Indenture (but need not confirm or investigate the 
     accuracy of mathematical calculations or other facts stated therein).

          (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 paragraph (b) of 
     this Section 7.1.

          (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.

          (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 6.11.

          (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 to take or omit to take any 
action under this Indenture or at the request, order or direction of the 
Holders or in the exercise of any of its rights or powers if it shall have 
reasonable grounds for believing that repayment of such funds or adequate 
indemnity against such risk or liability is not reasonably assured to it.

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

          (f)  Every provision of this Indenture that in any way relates to 
the Trustee is subject to paragraphs (a), (b), (c), (d) and (e) of this 
Section 7.1.

SECTION 7.2.  RIGHTS OF TRUSTEE.

          Subject to Section 7.1:

          (a)  The Trustee may conclusively rely on any document believed by it
in good faith to be genuine and to have been signed or presented by the proper
Person.  The 

                                       -45-
<PAGE>

Trustee need not investigate any fact or matter stated in the document.

          (b)  Before the Trustee acts or refrains from acting, it may 
consult with counsel of its own selection and may require an Officers' 
Certificate or an Opinion of Counsel, which shall conform to Sections 13.4 
and 13.5.  The Trustee shall not be liable for any action it takes or omits 
to take in good faith in reliance on and in accordance with such certificate 
or advice of counsel.

          (c)  The Trustee may act through its attorneys and 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 which it believes to be authorized or within its 
rights or powers conferred upon it by this Indenture.

          (e)  The Trustee shall not be bound to make any investigation into 
the facts or matters stated in any resolution, certificate, statement, 
instrument, opinion, notice, request, direction, consent, order, bond, 
debenture, or other paper or document, but the Trustee, in its discretion, 
may make such further inquiry or investigation into such facts or matters as 
it may see fit.

          (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, order or 
direction of any of the Holders, pursuant to the provisions of this 
Indenture, unless such Holders shall have furnished to the Trustee (to the 
extent not prohibited by the TIA) security or indemnity satisfactory to the 
Trustee against the costs, expenses and liabilities which may be incurred 
therein or thereby.

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

          (h)  The Trustee shall have no duty to inquire as to the 
performance of the Company's covenants in Article IV hereof.  In addition, 
the Trustee shall not be deemed to have knowledge of any Default or Event of 
Default except (i) any Event of Default occurring pursuant to Section 6.1(1) 
or 6.1(2), or (ii) any Default or Event of Default of which the Trustee shall 
have received written notification or obtained actual knowledge.

          (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.  

                                      -46-
<PAGE>

SECTION 7.3.  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, any of
its Subsidiaries, or their respective Affiliates with the same rights it would
have if it were not Trustee.  Any Agent may do the same with like rights. 
However, the Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.4.  TRUSTEE'S DISCLAIMER.

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

SECTION 7.5.  NOTICE 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 uncured Default or Event of Default within 90 days after such Default or
Event of Default occurs.  Except in the case of a Default or an Event of Default
in payment of any amount due on a Security, the Trustee may withhold the notice
if and so long as a Trust Officer in good faith determines that withholding the
notice is in the best interest of the Securityholders.

SECTION 7.6.  REPORTS BY TRUSTEE TO HOLDERS.

          Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall, if required by law, 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 Sections 313(b)
and 313(c).

          The Company shall promptly notify the Trustee in writing if the
Securities become listed on any stock exchange or automated quotation system and
any delisting thereof.   

          A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and filed with the SEC, if required by law, and
each stock exchange or automated quotation system, if any, on which the
Securities are listed.

SECTION 7.7.  COMPENSATION AND INDEMNITY.

          The Company agrees to pay to the Trustee from time to time such
compensation as the Company and the Trustee shall from time to time agree in
writing for all services rendered by it hereunder (which compensation shall not
be limited by 

                                     -47-
<PAGE>

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 reasonably incurred or made 
by it in accordance with any of the provisions of this Indenture.  Such 
expenses shall include the reasonable compensation, disbursements and 
expenses of the Trustee's agents, accountants, experts and counsel.

          The Company agrees to indemnify the Trustee (in its capacity as
Trustee) and each of its officers, directors, attorneys-in-fact and agents for,
and hold it harmless against, any and all claims (whether asserted by the
Company, any Holder or any other Person), demands, expenses (including, but not
limited to, reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel), loss or liability incurred by it without negligence, bad
faith or willful misconduct on its part, arising out of or in connection with
the acceptance or administration of this trust and its rights or duties
hereunder including the reasonable costs and expenses of 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 made without its written
consent (which consent shall not be unreasonably withheld). The Company need not
reimburse any expense or indemnify against any loss or liability to the extent
incurred by the Trustee through its negligence, bad faith or willful misconduct.

          To secure the Company's payment obligations in this Section 7.7, the
Company and the Holders agree that the Trustee shall have a lien prior to the
Securities on all assets held or collected by the Trustee, in its capacity as
Trustee, except assets held in trust to pay any amounts due on particular
Securities pursuant to Article III.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(5) and (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

          The Company's obligations under this Section 7.7 and any lien arising
hereunder shall survive the resignation or removal of the Trustee, the discharge
of the Company's obligations pursuant to Article VIII of this Indenture and any
rejection or termination of this Indenture under any Bankruptcy Law.

SECTION 7.8.  REPLACEMENT OF TRUSTEE.

          The Trustee may resign by so notifying the Company in writing.  The
Holder or Holders of a majority in principal amount of then outstanding
Securities may remove the Trustee by so notifying the Company and the Trustee in
writing.  The Company may remove the Trustee if:

                                     -48-
<PAGE>

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

          (b)  the Trustee is adjudged bankrupt or insolvent;

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

          (d)  the Trustee becomes incapable of acting.

          No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of this Section 7.8. 

          If the instrument of acceptance by a successor Trustee required by
this Section 7.8 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation or removal, the resigning or
removed Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

          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.  At any time within one year after a successor Trustee appointed by the
Company takes office, the Holder or Holders of a majority in principal amount of
then outstanding Securities may, with the Company's consent, appoint a successor
Trustee to replace such successor Trustee as so appointed by the Company.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Immediately after that
and provided that all sums owing to the retiring Trustee provided for in Section
7.7 have been paid, the retiring Trustee shall transfer all property held by it
as trustee to the successor Trustee, subject to the lien provided in Section
7.7, 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.

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

          If the Trustee fails to comply with Section 7.10, any Holder or
Holders of at least 10% in principal amount of then outstanding Securities may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

                                     -49-
<PAGE>

          Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 shall continue for the benefit
of the retiring Trustee.

SECTION 7.9.  SUCCESSOR TRUSTEE BY MERGER, ETC.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee, provided such
corporation shall be otherwise eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.  In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee has itself authenticated such Securities.

SECTION 7.10.  ELIGIBILITY; DISQUALIFICATION.

          The Trustee shall at all times satisfy the requirements of TIA 
Section 310(a)(1), (2) and (5).  The Trustee shall have a combined capital 
and surplus of at least $50,000,000 as set forth in its most recent published 
annual report of condition.  The Trustee shall comply with TIA Section  
310(b).

SECTION 7.11.  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.

                                   ARTICLE VIII.
                                          
                             SATISFACTION AND DISCHARGE

SECTION 8.1.  SATISFACTION AND DISCHARGE OF INDENTURE.

          The Company may terminate its obligations under this Indenture
(subject to the provisions of this Article VIII) when it shall have delivered to
the Trustee for cancellation all Securities theretofore authenticated (other
than any Securities which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Article II hereof) and the
following conditions shall be satisfied:

          (1)  The Company has paid all sums payable under the Indenture; and

          (2)  The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of 

                                     -50-
<PAGE>

     Counsel in the United States, each stating that all conditions precedent 
     have been complied with as contemplated by this Section 8.1.

SECTION 8.2.  REPAYMENT TO THE COMPANY.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, for the payment of any amount due on any Security and remaining
unclaimed for two years after such amount has become due and payable shall be
paid to the Company on its written request; and the Holder of such Security
shall thereafter look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money shall
thereupon cease.

                                    ARTICLE IX.
                                          
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.1.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

          Without the consent of any Holder, the Company, when authorized by
Board Resolutions, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

          (1)  to cure any ambiguity, defect or inconsistency, or to make any
     other provisions with respect to matters or questions arising under this
     Indenture which shall not be inconsistent with the provisions of this
     Indenture, provided, that such action pursuant to this clause (1) does not
     adversely affect the rights of any Holder;

          (2)  to create additional covenants of the Company for the benefit of
     the Holders, or to surrender any right or power herein conferred upon the
     Company or to make any other change that does not adversely affect the
     rights of any Holder;

          (3)  to provide for collateral for or guarantors of the Securities;

          (4)  to evidence the succession of another Person to the Company and
     the assumption by any such successor of the obligations of the Company
     herein and in the Securities in accordance with Article V; or

          (5)  to comply with the TIA.

SECTION 9.2.  AMENDMENTS, SUPPLEMENTAL INDENTURES AND WAIVERS WITH CONSENT OF
HOLDERS.

                                     -51-
<PAGE>

          Subject to the last sentence of this paragraph, with the consent of
the Holders of not less than a majority in aggregate principal amount of then
outstanding Securities, by written act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by Board Resolutions, and the
Trustee may amend or supplement this Indenture or the Securities or enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or the Securities or of modifying in any manner the rights of the
Holders under this Indenture or the Securities.  Subject to the last sentence of
this paragraph, the Holder or Holders of not less than a majority in aggregate
principal amount of then outstanding Securities may, in writing, waive
compliance by the Company with any provisions of this Indenture or the
Securities.  Notwithstanding any of the above, however, no such amendment,
supplemental indenture or waiver shall, without the consent of the Holder of
each outstanding Security affected thereby:

          (1)  change the Stated Maturity of, or any installment of interest on,
     or the amount of any Liquidated Damages due with respect to, any Security
     or reduce the principal amount, Redemption Price or Repurchase Price
     thereof or the rate (or extend the time for payment) of interest or the
     calculation of Liquidated Damages thereon, or change the place of payment
     where, or the coin or currency in which, any Security or any premium or the
     interest thereon is payable, or impair the right to institute suit for the
     enforcement of any such payment on or after the due date thereof or the
     conversion of any Security, or alter the terms of this Indenture regarding
     a Repurchase Offer (other than as set forth herein) or redemption
     provisions in a manner adverse to the Holders, or modify the subordination
     provisions in a manner adverse to the Holders;

          (2)  reduce the percentage in principal amount of the outstanding
     Securities, the consent of whose Holders is required for any such
     amendment, supplemental indenture or waiver provided for in this
     Indenture;

          (3)  adversely affect the right of such Holder to convert Securities;
     or

          (4)  provide that other provisions of the Indenture cannot be modified
     or waived without consent of the Holder of each outstanding Security
     affected thereby.

          It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment, supplement
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

                                     -52-
<PAGE>

          After an amendment, supplement or waiver under this Section 9.2
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 supplemental indenture or
waiver.

          After an amendment, supplement or waiver under this Section 9.2 or
Section 9.4 becomes effective, it shall bind each Holder.

          In connection with any amendment, supplement or waiver under this
Article IX, the Company may, but shall not be obligated to, offer to any Holder
who consents to such amendment, supplement or waiver, or (at the option of the
Company) to all Holders, consideration for consent to such amendment, supplement
or waiver.

SECTION 9.3.  COMPLIANCE WITH TIA.

          Every amendment, waiver or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.

SECTION 9.4.  REVOCATION AND EFFECT OF CONSENTS.

          Until an amendment, waiver or supplement 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 his Security or portion of his Security by written notice to the
Company or the Person designated by the Company as the Person to whom consents
should be sent if such revocation is received by the Company or such Person
before the date on which the Trustee receives an Officers' Certificate
certifying that the Holders of the requisite principal amount of Securities have
consented (and not theretofore revoked such consent) to the amendment,
supplement or waiver.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be the date so fixed by the
Company.  If a record date is fixed, then notwithstanding the last sentence of
the immediately preceding paragraph, those Persons who were Holders at such
record date, and only those Persons (or their duly designated proxies), shall be
entitled to revoke any consent previously given, whether or not such Persons
continue to be Holders after such record date.  No such consent shall be valid
or effective for more than 90 days after such record date.

          After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder, unless it makes 

                                     -53-
<PAGE>

a change described in any clauses (1) through (4) of Section 9.2, in which 
case, the amendment, supplement or waiver shall bind only 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; provided, that any such waiver shall not impair or affect the right 
of any Holder to receive payment of any amount due on a Security, on or after 
the respective dates set for such amounts to become due and payable as then 
expressed in such Security, or to bring suit for the enforcement of any such 
payment or for conversion on or after such respective dates.

SECTION 9.5.   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 such Security to
the Trustee or require the Holder to put an appropriate notation on the
Security.  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.  Any failure to make the appropriate notation or to issue a new Security
shall not affect the validity of such amendment, supplement or waiver.

SECTION 9.6.   TRUSTEE TO SIGN AMENDMENTS, ETC.

          The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article IX; provided, that the Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture.  The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel and an Officers' Certificate
stating that the execution of any amendment, supplement or waiver authorized
pursuant to this Article IX is authorized or permitted by this Indenture and
that all conditions precedent have been satisfied.

                                     ARTICLE X.
                                          
                RIGHT TO REQUIRE REPURCHASE UPON A CHANGE OF CONTROL

SECTION 10.1.  REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON A CHANGE OF
CONTROL.  

          (a)  In the event that a Change of Control occurs, each Holder shall
have the right, at such Holder's option, subject to the terms and conditions of
this Indenture, to require the Company to offer to repurchase all or any part of
such Holder's Securities (provided, that the principal amount of such Securities
must be $1,000 or an integral multiple thereof) on a date to be established by
the Company (the "Repurchase Date") that is no later than 40 Business Days (as

                                     -54-
<PAGE>

such date may be extended pursuant to clause (2) of subsection (b) of this
Section 10.1) after the occurrence of such Change of Control, at a price (the
"Repurchase Price") equal to 100% of the principal amount thereof, together with
accrued and unpaid interest and any Liquidated Damages on the Securities to, but
excluding, the Repurchase Date.  The Repurchase Price shall be paid in Cash;
however, subject to the provisions of Section 10.2, the Repurchase Price
(excluding accrued and unpaid interest and any Liquidated Damages) may be paid
in shares of Common Stock.

          (b)  In the event that, pursuant to this Section 10.1, the Company
shall be required to commence an offer to purchase Securities (a "Repurchase
Offer"), the Company shall follow the procedures set forth in this Section 10.1
as follows:

          (1)  the Repurchase Offer shall commence within 20 Business Days
     following a Change of Control;

          (2)  the Repurchase Offer shall remain open for 20 Business Days
     following its commencement, except to the extent that a longer period is
     required by applicable law, but in any case the Repurchase Offer must be
     completed and the Repurchase Date must occur not more than 70 Business Days
     following the Change of Control (the "Repurchase Offer Period");

          (3)  upon the expiration of a Repurchase Offer Period, the Company
     shall purchase all Securities properly tendered in response to the
     Repurchase Offer;

          (4)  if the Repurchase Date is after a Record Date and on or before
     the related Interest Payment Date, any accrued interest and any Liquidated
     Damages will be paid to the Person in whose name a Security is registered
     at the close of business on such Record Date, and no additional interest or
     Liquidated Damages will be payable to Securityholders who tender Securities
     pursuant to the Repurchase Offer;

          (5)  the Company shall provide the Trustee with notice of the
     Repurchase Offer at least 5 Business Days before the commencement of any
     Repurchase Offer; and

          (6)  on or before the commencement of any Repurchase Offer, the
     Company or the Trustee (upon the request and at the expense of the Company)
     shall send, by first-class mail, a notice to each of the Securityholders,
     which (to the extent consistent with this Indenture) shall govern the terms
     of the Repurchase Offer and shall state:

               (i)  that the Repurchase Offer is being made pursuant to such
          notice and 

                                     -55-
<PAGE>

          this Section 10.1 and that all Securities, or portions thereof, 
          properly tendered will be accepted for purchase;

               (ii)  the Repurchase Price (including the amount of accrued and
          unpaid interest and any Liquidated Damages), the Repurchase Date, the
          Repurchase Put Date, and whether the Company will elect to pay the
          Repurchase Price in Cash or shares of Common Stock (provided that
          accrued and unpaid interest and any Liquidated Damages must be paid in
          Cash);

               (iii)  that any Security, or portion thereof, not tendered or
          accepted for payment will continue to accrue interest and, if
          applicable, Liquidated Damages;

               (iv)  that, unless the Company defaults in depositing Cash and/or
          Common Stock with the Paying Agent in accordance with the last
          paragraph of this clause (b) or such payment is prevented pursuant to
          Article XI, any Security, or portion thereof, accepted for payment
          pursuant to the Repurchase Offer shall cease to accrue interest and
          Liquidated Damages after the Repurchase Date;

               (v)  that Holders electing to have a Security, or a portion
          thereof, purchased pursuant to a Repurchase Offer will be required to
          surrender the Security, with the form entitled "Option of Holder To
          Elect Purchase" on the reverse of the Security completed, to the
          Paying Agent (which may not for purposes of this Section 10.1,
          notwithstanding anything in this Indenture to the contrary, be the
          Company or any Affiliate of the Company) at the address specified in
          the notice prior to the close of business on the earlier of (a) the
          third Business Day prior to the Repurchase Date and (b) the third
          Business Day following the expiration of the Repurchase Offer (such
          earlier date being the "Repurchase Put Date");

               (vi) that Holders will be entitled to withdraw their election, in
          whole or in part, if the Paying Agent (which may not for purposes of
          this Section 10.1, notwithstanding anything in this Indenture to the
          contrary, be the Company or any Affiliate of the Company) receives, up
          to the close of business on the Repurchase 

                                     -56-
<PAGE>

          Put Date, a facsimile transmission or letter setting forth the name 
          of the Holder, the principal amount of the Securities the Holder is 
          withdrawing and a statement that such Holder is withdrawing his 
          election to have such principal amount of Securities purchased; and

               (vii) a brief description of the events resulting in such Change
          of Control.    

          Any such Repurchase Offer shall comply with all applicable provisions
of Federal and state laws, including those regulating tender offers, if
applicable, and any provisions of this Indenture which conflict with such laws
shall be deemed to be superseded by the provisions of such laws.  Without
limiting the generality of the foregoing, the Company shall comply with the
provisions of Rule 13e-4 and Rule 14e-1 under the Exchange Act, will file a
Schedule 13E-4 or any successor or similar schedule required thereunder, in each
case to the extent applicable to any Repurchase Offer.

          On or before the Repurchase Date, the Company shall (i) accept for
purchase Securities or portions thereof properly tendered pursuant to the
Repurchase Offer on or before the Repurchase Put Date, (ii) deposit with the
Paying Agent Cash and/or (subject to the provisions of Section 10.2) Common
Stock sufficient to pay the Repurchase Price (together with Cash sufficient to
pay all accrued and unpaid interest and any Liquidated Damages) of all
Securities or portions thereof so tendered and (iii) deliver to the Trustee the
Securities so accepted together with an Officers' Certificate listing the
Securities or portions thereof being purchased by the Company.  The Paying Agent
shall promptly mail to Holders of Securities so accepted payment in Cash or
Common Stock, in either case in an amount equal to the Repurchase Price
(together with Cash equal to all accrued and unpaid interest and any Liquidated
Damages, if payable to such Holders in accordance with the terms of this
Indenture), and the Trustee shall promptly authenticate and mail or deliver to
such Holders a new Security or Securities equal in principal amount to any
unpurchased portion of the Securities surrendered.  Any Securities not so
accepted shall be promptly mailed or delivered by the Company to the Holder
thereof.  The Company will publicly announce the results of the Repurchase Offer
on or as soon as practicable after the Repurchase Date.

SECTION 10.2.  ELECTION TO PAY REPURCHASE PRICE IN COMMON STOCK.

          The Company may elect to pay the Repurchase Price (but not accrued
interest or any Liquidated Damages) by delivery of shares of Common Stock if,
and only if, the following conditions shall have been satisfied:

          (1)  The shares of Common Stock deliverable in payment of the
     Repurchase Price shall have a fair 

                                     -57-
<PAGE>

     market value as of the Repurchase Date of not less than the Repurchase 
     Price.  For purposes of Section 10.1 and this Section, the fair market 
     value of shares of Common Stock shall be determined by the Company and 
     shall be equal to 95% of the average of the closing prices per share 
     for the five consecutive Trading Days immediately preceding the second 
     Trading Day prior to the Repurchase Date;

          (2)  The Repurchase Price shall be paid only in Cash in the event any
     shares of Common Stock to be issued upon repurchase of the Securities
     hereunder (i) require registration under the Securities Act before such
     shares may be freely transferable without being subject to any transfer
     restrictions under the Securities Act and if such registration is not
     completed or does not become effective prior to the Repurchase Date and/or
     (ii) require registration with or approval of any governmental authority
     under any state law or any other federal law before such shares may be
     validly issued or delivered upon repurchase and if such registration is not
     completed or does not become effective or such approval is not obtained
     prior to the Repurchase Date;

          (3)  Payment of the Repurchase Price may not be made in Common Stock
     unless such Common Stock is, or shall have been, approved for listing on
     the New York Stock Exchange or for quotation on the NASDAQ National Market,
     in either case, prior to the Repurchase Date; and

          (4)  All shares of Common Stock which may be issued upon repurchase of
     the Securities will be issued out of the Company's authorized but unissued
     Common Stock and, upon issue, will be duly authorized and validly issued,
     fully paid and non-assessable and will not be issued in violation of any
     preemptive or similar rights.

          If all of the conditions set forth in this Section 10.2 are not
satisfied in accordance with the terms hereof, the Repurchase Price shall be
paid by the Company only in Cash.

          No fractions of shares or scrip representing fractions of shares 
shall be issued in connection with any such repurchase.  The Company shall 
pay Cash in lieu thereof.  

                                    ARTICLE XI.
                                          
                                   SUBORDINATION
                                          
SECTION 11.1.  SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS.   

          The Company and each Holder, by its acceptance of Securities, agree
that (a) the payment of the principal of, premium, if any, interest on, or any
Liquidated Damages, with 

                                     -58-
<PAGE>

respect to, the Securities and (b) any other payment in respect of the 
Securities, including on account of the acquisition or redemption of the 
Securities by the Company (including, without limitation, pursuant to Article 
X) are subordinated, to the extent and in the manner provided in this Article 
XI, to the prior payment in full of all Senior Indebtedness of the Company, 
whether outstanding at the date of this Indenture or thereafter created, 
incurred, assumed or guaranteed, and that these subordination provisions are 
for the benefit of the holders of Senior Indebtedness.

          This Article XI shall constitute a continuing offer to all Persons
who, in reliance upon such provisions, become holders of, or continue to hold,
Senior Indebtedness, and such provisions are made for the benefit of the holders
of Senior Indebtedness, and such holders are made obligees hereunder and any one
or more of them may enforce such provisions.

SECTION 11.2.  NO PAYMENT ON SECURITIES IN CERTAIN CIRCUMSTANCES.

          (a)  No payment may be made by the Company on account of the principal
of, premium, if any, interest on, or any Liquidated Damages, with respect to,
the Securities, or to acquire any of the Securities (including repurchases of
Securities at the option of the Holder pursuant to a Repurchase Offer) for cash
or property (other than pursuant to the conversion of Securities), or on account
of the redemption provisions of the Securities, (i) upon the maturity of any
Senior Indebtedness of the Company by lapse of time, acceleration (unless
waived) or otherwise, unless and until all principal of, premium, if any, and
interest on such Senior Indebtedness are first paid in full (or such payment is
duly provided for), or (ii) in the event of default in the payment of any
principal of, premium, if any, or interest on any Senior Indebtedness of the
Company when it becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration or otherwise (a "Payment Default"), unless and
until such Payment Default has been cured or waived or otherwise has ceased to
exist.

          (b)  Upon (i) the happening of a default or event of default (other
than a Payment Default) that permits, or would permit, with (w) the passage of
time, (x) the giving of notice, (y) the making of any payment in respect of the
Securities then required to be made, or (z) any combination thereof
(collectively, a "Non-Payment Default"), the holders of Designated Senior
Indebtedness or their representative immediately to accelerate the maturity of
any Designated Senior Indebtedness and (ii) written notice of such Non-Payment
Default given to the Company and the Trustee by the holders of Designated Senior
Indebtedness or their representative (a "Payment Blockage Notice"), then, unless
and until such Non-Payment Default has been cured or waived or otherwise has
ceased to exist, no payment (by setoff or otherwise) may be made by or on behalf
of the Company on account of the principal of, premium, if any, interest on, or
any Liquidated Damages, with respect to, the Securities, or to 

                                     -59-
<PAGE>

acquire or repurchase any of the Securities for cash or property, or on 
account of the redemption provisions of the Securities, in any such case 
other than payments made upon conversion of the Securities and other than 
payments made with Junior Securities.

          Notwithstanding the foregoing, unless (i) the Designated Senior
Indebtedness in respect of which such Non-Payment Default exists has been
declared due and payable in its entirety within 179 days after the Payment
Blockage Notice is delivered as set forth above (the "Payment Blockage Period"),
and (ii) such declaration has not been rescinded or waived, at the end of the
Payment Blockage Period, the Company shall be required to pay all sums not paid
to the Holders of the Securities during the Payment Blockage Period due to the
foregoing prohibitions and to resume all other payments as and when due on the
Securities.  Not more than one Payment Blockage Notice may be given in any
365-day period, irrespective of the number of defaults with respect to
Designated Senior Indebtedness during such period.  In no event, may the total
number of days during which any Payment Blockage Period or Payment Blockage
Periods are in effect exceed 179 days in the aggregate during any consecutive
365-day period.

          (c)  In furtherance of the provisions of Section 11.1, in the event
that, notwithstanding the foregoing provisions of this Section 11.2, any payment
or distribution of assets of the Company (other than pursuant to the conversion
of the Securities) shall be received by the Trustee or the Holders at a time
when such payment or distribution is prohibited by the provisions of this
Section 11.2, then such payment or distribution (subject to the provisions of
Section 11.7) shall be received and held in trust by the Trustee or such Holder
for the benefit of the holders of Senior Indebtedness of the Company, and shall
be paid or delivered by the Trustee or such Holders, as the case may be, to the
holders of Senior Indebtedness of the Company remaining unpaid or unprovided for
or their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing any of such Senior
Indebtedness of the Company may have been issued, ratably according to the
aggregate amounts remaining unpaid on account of the Senior Indebtedness of the
Company held or represented by each, for application to the payment of all
Senior Indebtedness of the Company remaining unpaid, to the extent necessary to
pay or provide for the payment of all such Senior Indebtedness in full after
giving effect to any concurrent payment or distribution of, or provision
therefor, to the holders of such Senior Indebtedness.

SECTION 11.3.  SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR 
INDEBTEDNESS ON DISSOLUTION, LIQUIDATION OR REORGANIZATION.

          Upon any distribution of assets of the Company upon any dissolution,
winding up, total or partial liquidation or reorganization of the Company,
whether voluntary or 

                                     -60-
<PAGE>

involuntary, in bankruptcy, insolvency, receivership or a similar proceeding 
or upon assignment for the benefit of creditors or any marshalling of assets 
or liabilities:

          (a)  the holders of all Senior Indebtedness of the Company shall first
     be entitled to receive payments in full (or have such payment duly provided
     for) before the Holders are entitled to receive any payment on account of
     the principal of, premium, if any, interest on, and any Liquidated Damages,
     with respect to, the Securities (other than Junior Securities);

          (b)  any payment or distribution of assets of the Company of any kind
     or character, whether in cash, property or securities (other than Junior
     Securities) to which the Holders or the Trustee on behalf of the Holders
     would be entitled (by setoff or otherwise), except for the provisions of
     this Article XI, shall be paid by the liquidating trustee or agent or other
     Person making such a payment or distribution directly to the holders of
     Senior Indebtedness of the Company or their representative to the extent
     necessary to make payment in full of all such Senior Indebtedness remaining
     unpaid, after giving effect to any concurrent payment or distribution, or
     provision therefor, to the holders of such Senior Indebtedness; and

          (c)  in the event that, notwithstanding the foregoing, any payment or
     distribution of assets of the Company of any kind or character, whether in
     cash, property or securities (other than Junior Securities), shall be
     received by the Trustee or the Holders or any Paying Agent (or, if the
     Company or an Affiliate of the Company is acting as its own Paying Agent,
     money for any such payment or distribution shall be segregated or held in
     trust) on account of the Securities before all Senior Indebtedness of the
     Company is paid in full, such payment or distribution (subject to the
     provisions of Section 11.7) shall be received and held in trust by the
     Trustee or such Holder or Paying Agent for the benefit of the holders of
     such Senior Indebtedness, or their respective representative, ratably
     according to the respective amounts of such Senior Indebtedness held or
     represented by each, to the extent necessary to make payments as provided
     herein of all such Senior Indebtedness remaining unpaid after giving effect
     to all concurrent payments and distributions and all provisions therefor to
     or for the holders of such Senior Indebtedness, but only to the extent that
     as to any holder of such Senior Indebtedness, as promptly as practical
     following notice from the Trustee to the holders of such Senior
     Indebtedness that such prohibited payment has been received by the Trustee,
     Holder(s) or Paying Agent (or has been segregated as 

                                     -61-
<PAGE>

     provided above), such holder (or a representative therefor) notifies the 
     Trustee of the amounts then due and owing on such Senior Indebtedness, if 
     any, held by such holder and only the amounts specified in such notices to 
     the Trustee shall be paid to the holders of such Senior Indebtedness.

SECTION 11.4.  SECURITYHOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF SENIOR
INDEBTEDNESS.

          Subject to the payment in full of all Senior Indebtedness of the
Company as provided herein, the Holders of Securities shall be subrogated to the
rights of the holders of such Senior Indebtedness to receive payments or
distributions of assets of the Company applicable to the Senior Indebtedness
until all amounts owing on the Securities shall be paid in full, and for the
purpose of such subrogation no such payments or distributions to the holders of
such Senior Indebtedness by the Company, or by or on behalf of the Holders by
virtue of this Article XI, which otherwise would have been made to the Holders
shall, as between the Company and the Holders, be deemed to be payment by the
Company or on account of such Senior Indebtedness, it being understood that the
provisions of this Article XI are and are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of
such Senior Indebtedness, on the other hand.

          If any payment or distribution to which the Holders would otherwise
have been entitled but for the provisions of this Article XI shall have been
applied, pursuant to the provisions of this Article XI, to the payment of
amounts payable under Senior Indebtedness of the Company, then the Holders shall
be entitled to receive from the holders of such Senior Indebtedness any payments
or distributions received by such holders of Senior Indebtedness in excess of
the amount sufficient to pay all amounts payable under or in respect of such
Senior Indebtedness in full.

SECTION 11.5.  OBLIGATIONS OF THE COMPANY UNCONDITIONAL.

          Nothing contained in this Article XI or elsewhere in this Indenture or
in the Securities is intended to or shall impair as between the Company and the
Holders, the obligation of the Company, which is absolute and unconditional, to
pay to the Holders the principal, Redemption Price and Repurchase Price of, and
interest and any Liquidated Damages on, the Securities as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the Holders and creditors of the Company
other than the holders of the Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or any Holder from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article XI, of the holders of Senior Indebtedness in
respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

                                     -62-
<PAGE>

          Notwithstanding anything to the contrary in this Article XI or
elsewhere in this Indenture or in the Securities, upon any distribution of
assets of the Company referred to in this Article XI, the Trustee, subject to
the provisions of Sections 7.1 and 7.2, and the Holders shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction in
which such dissolution, winding up, liquidation or reorganization proceedings
are pending, or a certificate of the liquidating trustee or agent or other
Person making any distribution to the Trustee or to the Holders for the purpose
of ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other Indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article XI so long as
such court has been apprised of the provisions of, or the order, decree or
certificate makes reference to, the provisions of this Article XI.  Nothing in
this Article XI shall apply to the claims of, or payments to, the Trustee under
or pursuant to Sections 6.6 and 7.7.

SECTION 11.6.  TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF
NOTICE.

          The Trustee shall not at any time be charged with knowledge of the
existence of any facts which would prohibit the making of any payment to or by
the Trustee unless and until a Trust Officer of the Trustee or any Paying Agent
shall have received, no later than one Business Day prior to such payment,
written notice thereof from the Company or from one or more holders of Senior
Indebtedness or from any representative therefor and, prior to the receipt of
any such written notice, the Trustee, subject to the provisions of Sections 7.1
and 7.2, shall be entitled in all respects conclusively to assume that no such
fact exists.

SECTION 11.7.  APPLICATION BY TRUSTEE OF ASSETS DEPOSITED WITH IT.

          Amounts deposited in trust with the Trustee pursuant to and in
accordance with this Indenture shall be for the sole benefit of Securityholders
and, to the extent allocated for the payment of Securities, shall not be subject
to the subordination provisions of this Article XI.  Otherwise, any deposit of
assets with the Trustee or the Agent (whether or not in trust) for the payment
of any Securities shall be subject to the provisions of Sections 11.1, 11.2,
11.3 and 11.4; provided that, if prior to one Business Day preceding the date on
which by the terms of this Indenture any such assets may become distributable
for any purpose (including, without limitation, the payment of any amount due on
any Security) the Trustee or such Paying Agent shall not have received with
respect to such assets the written notice provided for in Section 11.6, then the
Trustee or such Paying Agent shall have full power and authority to receive such
assets and to apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary which may be received by it
on or after such date.

                                     -63-

<PAGE>

SECTION 11.8.  SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS.

          No right of any present or future holders of any Senior Indebtedness
to enforce subordination provisions contained in this Article XI shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company with the terms of this Indenture,
regardless of any knowledge thereof which any such holder may have or be
otherwise charged with.  The holders of Senior Indebtedness may extend, renew,
modify or amend the terms of the Senior Indebtedness or any security therefor
and release, sell or exchange such security and otherwise deal freely with the
Company, all without affecting the liabilities and obligations of the parties to
this Indenture or the Holders.

SECTION 11.9.  SECURITYHOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF
SECURITIES.

          Each Holder of the Securities by his acceptance thereof authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provisions contained in
this Article XI and to protect the rights of the Holders pursuant to this
Indenture, and appoints the Trustee his attorney-in-fact for such purpose,
including, in the event of any dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency or receivership
proceedings or upon an assignment for the benefit of creditors of the Company),
the immediate filing of a claim for the unpaid balance of his Securities in the
form required in said proceedings and cause said claim to be approved.  If the
Trustee does not file a proper claim or proof of debt in the form required in
such proceeding prior to 30 days before the expiration of the time to file such
claim or claims, then the holders of the Senior Indebtedness or their
representative are or is hereby authorized to have the right to file and are or
is hereby authorized to file an appropriate claim for and on behalf of the
Holders of said Securities.  Nothing herein contained shall be deemed to
authorize the Trustee or the holders of Senior Indebtedness or their
representative to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee or the holders of Senior Indebtedness or their
representative to vote in respect of the claim of any Securityholder in any such
proceeding.

SECTION 11.10.  RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS.

          The Trustee shall be entitled to all of the rights set forth in this
Article XI in respect of any Senior Indebtedness at any time held by it to the
same extent as any other holder of Senior Indebtedness, and nothing in this


                                     -64-
<PAGE>

Indenture shall be construed to deprive the Trustee of any of its rights as such
holder.

SECTION 11.11.  ARTICLE XI NOT TO PREVENT EVENTS OF DEFAULT.

         The failure to make any payment due on the Securities by reason of 
any provision of this Article XI shall not be construed as preventing the 
occurrence of a Default or an Event of Default under Section 6.1 or in any 
way prevent the Holders from exercising any right hereunder other than the 
right to receive payment on the Securities.    

SECTION 11.12.  NO FIDUCIARY DUTY OF TRUSTEE TO HOLDERS OF SENIOR INDEBTEDNESS.

          The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness, and shall not be liable to any such holders
(other than for its willful misconduct or negligence) if it shall in good faith
mistakenly pay over or distribute to the Holders of Securities or the Company or
any other Person, cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article XI or otherwise.  With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
or observe only such of its covenants or obligations as are specifically set
forth in this Article and no implied covenants or obligations with respect to
holders of Senior Indebtedness shall be read into this Indenture against the
Trustee.  Nothing in this Section 11.12 shall affect the obligation of any other
such Person to hold such payment for the benefit of, and to pay such payment
over to, the holders of Senior Indebtedness or their representative.

                                    ARTICLE XII.
                                          
                              CONVERSION OF SECURITIES
                                          
SECTION 12.1.  CONVERSION PRIVILEGE.    

          Subject to and upon compliance with the provisions of this Article
XII, at the option of the Holder thereof, any Security may at any time following
the latest date of initial issuance of the Securities and prior to the close of
business on the Stated Maturity of the Securities, be converted, in whole, or in
part in multiples of $1,000 principal amount, into fully paid and non-assessable
shares of Common Stock issuable upon conversion of the Securities, at the
Conversion Price in effect at the Date of Conversion, unless such Security or
some portion thereof shall have been called for redemption or delivered for
repurchase and not withdrawn prior to such date in which case, with respect to
such Security or portion thereof as has been so called for redemption or
delivered for repurchase and not withdrawn, such Security or portion thereof may
be so converted until and including, but not after, the close of business on the
Business Day immediately prior to the Redemption Date or Repurchase Date, as
applicable, for such Security, unless the Company subsequently fails to pay the
applicable Redemption Price or


                                     -65-
<PAGE>

Repurchase Price, as the case may be.  A Holder of Securities is not entitled 
to any rights of a Holder of Common Stock until such Holder has converted 
such Holder's Securities into Common Stock, and then only to the extent such 
Securities are deemed to have been converted into Common Stock under this 
Article XII.

SECTION 12.2.  EXERCISE OF CONVERSION PRIVILEGE.

          In order to exercise the conversion privilege with respect to any
Security in certificated form, the Holder of any Security to be converted shall
surrender such Security to the Company at any time during usual business hours
at its office or agency maintained for the purpose as provided in this
Indenture, accompanied by a fully executed written notice, in substantially the
form set forth on the reverse of the Security, that the Holder elects to convert
such Security or a stated portion thereof constituting a multiple of $1,000
principal amount, and, if such Security is surrendered for conversion during the
period between the close of business on any Record Date and the opening of
business on the next following Interest Payment Date and has not been called for
redemption on a Redemption Date which occurs within such period, accompanied
also by payment of an amount equal to the interest and any Liquidated Damages
payable on such Interest Payment Date on the principal amount of the Securities
being surrendered for conversion, notwithstanding such conversion.

          Such notice of conversion shall also state the name or names (with
address) in which the certificate or certificates for shares of Common Stock
shall be issued.  Securities surrendered for conversion shall (if reasonably
required by the Company or the Trustee) be duly endorsed by, or be accompanied
by a written instrument or instruments of transfer in form satisfactory to the
Company duly executed by, the Holder or his attorney duly authorized in writing.

          In order to exercise the conversion privilege with respect to any
interest in a Security in global form, the beneficial Holder must complete the
appropriate instruction form for conversion pursuant to the Depositary's
book-entry conversion program, deliver by book-entry delivery an interest in
such Security in global form, furnish appropriate endorsements and transfer
documents if required by the Company or the Trustee, and pay the funds, if any,
required by this Section 12.2.

          As promptly as practicable after the receipt of such notice and the
surrender of such Security as aforesaid, the Company shall, subject to the
provisions of Section 12.8 hereof, issue and deliver at such office or agency to
such Holder, or on his written order, a certificate or certificates for the
number of full shares of Common Stock issuable on such conversion of Securities
in accordance with the provisions of this Article XII and Cash, as provided in
Section 12.3 hereof, in respect of any fraction of a share of Common Stock
otherwise issuable upon such conversion.  Such conversion shall be deemed to
have been effected immediately prior to the


                                     -66-
<PAGE>

close of business on the date (herein called the "Date of Conversion") on 
which such Security shall have been surrendered as aforesaid, and the Person 
or persons in whose name or names any certificate or certificates for shares 
of Common Stock shall be issuable upon such conversion shall be deemed to 
have become on the Date of Conversion the holder or holders of record of the 
shares represented thereby; provided, however, that any such surrender on any 
date when the stock transfer books of the Company shall be closed shall cause 
the Person or Persons in whose name or names the certificate or certificates 
for such shares are to be issued to be deemed to have become the record 
holder or holders thereof for all purposes at the opening of business on the 
next succeeding day on which such stock transfer books are open but such 
conversion shall nevertheless be at the Conversion Price in effect at the 
close of business on the date when such Security shall have been so 
surrendered with the conversion notice.

          In the case of conversion of a portion, but less than all, of a
Security, the Company shall as promptly as practicable execute, and the Trustee
shall authenticate and deliver to the Holder thereof, at the expense of the
Company, a Security or Securities in the aggregate principal amount of the
unconverted portion of the Security surrendered.  Upon the conversion of an
interest in a Security in global form, the Trustee shall make a notation of such
Security in global form as to the reduction in the principal amount represented
thereby as a result of such conversion.  Except as otherwise expressly provided
in this Indenture, no payment or adjustment shall be made for interest accrued
on any Security (or portion thereof) converted or for dividends or distributions
on any Common Stock issued upon conversion of any Security.

SECTION 12.3.  FRACTIONAL INTERESTS.

          No fractions of shares or scrip representing fractions of shares shall
be issued upon conversion of Securities.  If more than one Security shall be
surrendered for conversion at one time by the same holder, the number of full
shares which shall be issuable upon conversion thereof shall be computed on the
basis of the aggregate principal amount of the Securities so surrendered.  If
any fraction of a share of Common Stock would, except for the foregoing
provisions of this Section 12.3, be issuable on the conversion of any Security
or Securities, the Company shall make payment in lieu thereof in an amount of
Cash equal to the value of such fraction computed on the basis of the last sale
price of the Common Stock as reported on the Nasdaq National Market (or if not
quoted thereon, then on the principal national securities exchange or on the
principal automated quotation system on which the Common Stock is listed or
admitted to trading) at the close of business on the Date of Conversion, or if
no such sale takes place on such day, the last sale price for such day shall be
the average of the closing bid and asked prices (regular way) on the Nasdaq
National Market (or if not quoted thereon, on the principal national securities
exchange or on the principal automated quotation system on which the Common
Stock is listed or admitted to trading) for


                                     -67-
<PAGE>

such day (any such last sale price being hereinafter referred to as the "Last 
Sale Price").

          If on such Trading Day the Common Stock is not quoted by any such
organization, the fair value of such Common Stock on such day, as reasonably
determined in good faith by the Board of Directors of the Company, shall be
used.

SECTION 12.4.  CONVERSION PRICE.

The conversion price per share of Common Stock issuable upon conversion of the
Securities (herein called the "Conversion Price") shall initially be $28.5075
(or $28.5075 in principal amount of Securities for each such share of Common
Stock).

SECTION 12.5.  ADJUSTMENT OF CONVERSION PRICE.

          The Conversion Price shall be subject to adjustment from time to time
as follows:

          (a)  In each case the Company shall make or pay a dividend or make a
     distribution in shares of Common Stock on any class of Capital Stock of the
     Company, the Conversion Price in effect immediately following the record
     date fixed for the determination of stockholders entitled to receive such
     dividend or other distribution shall be reduced by multiplying such
     Conversion Price by a fraction of which the numerator shall be the number
     of shares of Common Stock outstanding at the close of business on such date
     and the denominator shall be the sum of such number of shares and the total
     number of shares constituting such dividend or other distribution.  An
     adjustment made pursuant to this subsection (a) shall become effective
     immediately, except as provided in subsections (i) and (j) below, after
     such record date."

          (b)  In the case the Company shall (1) subdivide its outstanding
     shares of Common Stock into a greater number of shares or (2) combine or
     reclassify its outstanding shares of Common Stock into a smaller number of
     shares, the Conversion Price in effect immediately following the
     effectiveness of such action shall be adjusted by multiplying such
     Conversion Price by a fraction of which the numerator shall be the number
     of shares of Common Stock outstanding immediately prior to such subdivision
     or combination and the denominator shall be the number of shares
     outstanding immediately after giving effect to such subdivision or
     combination.  An adjustment made pursuant to this subsection (b) shall
     become effective immediately, except as provided in subsections (i) and (j)
     below, after the effective date of a subdivision or combination.


                                     -68-
<PAGE>

          (c)  In case the Company shall issue rights, options or warrants to
     all holders of Common Stock entitling them to subscribe for or purchase
     shares of Common Stock at a price per share less than the then current
     market price per share of the Common Stock (as determined pursuant to
     subsection (g) below) on the record date fixed for determination of the
     stockholders entitled to receive such rights, options or warrants, the
     Conversion Price in effect immediately following such record date shall be
     adjusted to a price, computed to the nearest cent, so that the same shall
     equal the price determined by multiplying:

               (i)  such Conversion Price by a fraction, of which

               (ii) the numerator shall be (A) the number of shares of Common
          Stock outstanding on such record date plus (B) the number of shares
          which the aggregate offering price of the total number of shares so
          offered for subscription or purchase would purchase at such current
          market price (determined by multiplying such total number of shares by
          the exercise price of such rights, options or warrants and dividing
          the product so obtained by such current market price), and of which

               (iii) the denominator shall be (A) the number of shares of Common
          Stock outstanding on such record date plus (B) the number of
          additional shares of Common Stock which are so offered for
          subscription or purchase.     

          Such adjustment shall become effective immediately, except as provided
     in subsections (i) and (j) below, after the record date for the
     determination of holders entitled to receive such rights, options or
     warrants; provided, however, that if any such rights, options or warrants
     issued by the Company as described in this subsection (c) are only
     exercisable upon the occurrence of certain triggering events, then the
     Conversion Price will not be adjusted as provided in this subsection (c)
     until such triggering events occur.

          (d)  In case the Company shall distribute to all holders of Common
     Stock, any of its assets, evidences of indebtedness, cash or securities
     (other than (x) dividends or distributions exclusively in cash, or (y) any
     dividend or distribution for which an adjustment is required to be made in
     accordance with subsection (a) or (c) above or (z) any distribution of
     rights or warrants subject to


                                     -69-
<PAGE>

     subsection (l) below) then in each such case the Conversion Price in effect
     immediately following the record date fixed for the determination of the 
     stockholders entitled to such distribution) shall be adjusted so that the
     same shall equal the price determined by multiplying such Conversion Price
     by a fraction of which the numerator shall be the then current market price
     per share of the Common Stock (determined as provided in subsection 
     (g) below) on such record date less the then fair market value (as 
     reasonably determined in good faith by the Board of Directors of the 
     Company) of the portion of the assets so distributed applicable to one 
     share of Common Stock, and of which the denominator shall be such current
     market price per share of the Common Stock.  Such adjustment shall become 
     effective immediately, except as provided in subsections (i) and (j) below,
     after the record date for the determination of stockholders entitled to 
     receive such distribution.

          (e)  In case the Company shall make any distribution consisting
     exclusively of cash (excluding any cash portion of distributions for which
     an adjustment is required to be made in accordance with subsection (d)
     above, or cash distributed upon a merger or consolidation to which Section
     12.6 applies) to all holders of Common Stock in an aggregate amount that,
     combined together with (i) all other such all-cash distributions made
     within the then preceding 12 months in respect of which no adjustment
     pursuant to this subsection (e) has been made and (ii) any cash and the
     fair market value of other consideration paid or payable in respect of any
     tender or exchange offer by the Company or any of its Subsidiaries for
     Common Stock concluded within the preceding 12 months in respect of which
     no adjustment has been made, exceeds 10% of the Company's market
     capitalization (defined as being the product of the then current market
     price per share of the Common Stock (determined as provided in subsection
     (g) below) times the number of shares of Common Stock then outstanding) on
     the record date fixed for the determination of the stockholders entitled to
     such distribution, in each such case the Conversion Price immediately
     following such record date shall be adjusted so that the same shall equal
     the price determined by multiplying such Conversion Price by a fraction of
     which the numerator shall be the then current market price per share of the
     Common Stock on such record date less the amount of the cash and/or fair
     market value (as reasonably determined in good faith by the Board of
     Directors of the Company) of other consideration so distributed applicable
     to one share of Common Stock, and of which the denominator shall be such
     current market price per share of the Common Stock.  Such adjustment shall
     become effective immediately,


                                     -70-
<PAGE>

     except as provided in subsections (i) and (j) below, after the record date 
     for the determination of stockholders entitled to receive such 
     distribution.

          (f)  In case the Company or any Subsidiary of the Company shall
     complete a tender or exchange offer for all or any portion of the Common
     Stock (any such tender or exchange offer being referred to as an "Offer")
     that involves an aggregate consideration having a fair market value as of
     the expiration of such Offer (the "Expiration Date") that, together with
     (i) any cash and the fair market value of any other consideration payable
     in respect of any other tender or exchange offer, as of the expiration of
     such other tender or exchange offer, expiring within the 12 months
     preceding the expiration of such Offer and in respect of which no
     Conversion Price adjustment pursuant to this subsection (f) has been made
     and (ii) the aggregate amount of any all-cash distributions referred to in
     subsection (e) of this Section 12.5 to all holders of Common Stock within
     the 12 months preceding the expiration of such Offer for which no
     Conversion Price adjustment pursuant to such subsection (e) has been made,
     exceeds 10% of the Company's market capitalization (defined as the product
     of the then current market price per share of the Common Stock on the
     Expiration Date (determined as provided in subsection (g) below) times the
     number of shares of Common Stock outstanding (including any tendered
     shares) on the Expiration Date), the Conversion Price in effect immediately
     following such Expiration Date shall be reduced by multiplying such
     Conversion Price by a fraction of which the numerator shall be (i) the
     product of the then current market price per share (determined as provided
     in subsection (g) below) of the Common Stock on the Expiration Date times
     the number of shares of Common Stock outstanding (including any tendered
     shares) on the Expiration Date minus (ii) the fair market value of the
     aggregate consideration payable to stockholders based on the acceptance (up
     to any maximum specified in the terms of the Offer) of all shares validly
     tendered and not withdrawn as of the Expiration Date (the shares deemed so
     accepted being referred to as the "Purchased Shares") and the denominator
     shall be the product of (i) such current market price per share on the
     Expiration Date times (ii) such number of outstanding shares on the
     Expiration Date less the number of Purchased Shares, such reduction to
     become effective immediately prior to the opening of business on the day
     following the Expiration Date.

          For purposes of this subsection (f), the fair market value of any
     consideration with respect to an Offer shall be reasonably determined in
     good faith


                                     -71-
<PAGE>

     by the Board of Directors of the Company and described in a Board 
     Resolution.

          (g)  For the purposes of any computation under subsections (c), (d),
     (e) and (f) above, the current market price per share of Common Stock on
     any date shall be deemed to be the average of the Last Sale Prices of a
     share of Common Stock for the five consecutive Trading Days selected by the
     Company commencing not more than 20 Trading Days before, and ending not
     later than, the earlier of the date in question and the day before the
     "'ex' date," with respect to the issuance, distribution or Offer requiring
     such computation.  If on any such Trading Day the Common Stock is not
     quoted by any organization referred to in the definition of Last Sale Price
     in Section 12.3, the fair value of the Common Stock on such day, as
     reasonably determined in good faith by the Board of Directors of the
     Company, shall be used.  For purposes of this paragraph, the term "'ex'
     date," when used with respect to any issuance, distribution or payments
     with respect to an Offer, means the first date on which the Common Stock
     trades regular way on the Nasdaq National Market (or if not quoted thereon,
     then on the principal national securities exchange or automated quotation
     system if the Common Stock is listed or admitted to trading thereon)
     without the right to receive such issuance, distribution or Offer.

          (h)  In addition to the foregoing adjustments in subsections (a), (b),
     (c), (d), (e) and (f) above, the Company from time to time and to the
     extent permitted by applicable law, shall be permitted to reduce the
     Conversion Price by any amount for any period of at least 20 Business Days,
     in which case the Company shall give at least 15 days' notice of such
     reduction, if the Board of Directors has made a determination that such
     reduction would be in the best interests of the Company, which
     determination shall be conclusive.  The Company, at its option, shall be
     permitted to make such other reductions in the Conversion Price, in
     addition to those set forth above in subsections (a), (b), (c), (d), (e),
     (f) and the first sentence of this subsection (h), as the Board of
     Directors deems advisable to avoid or diminish any income tax to holders of
     Common Stock resulting from any dividend or distribution of stock (or
     rights to acquire stock) or from any event treated as such a dividend or
     distribution for United States federal income tax purposes.

          (i)  In any case in which this Section 12.5 shall require that an
     adjustment be made immediately following a record date, the Company may
     elect to defer the effectiveness of such adjustment (but in 


                                     -72-
<PAGE>

     no event until a date later than the effective time of the event giving 
     rise to such adjustment), in which case the Company shall, with respect
     to any Security converted after such record date and on and before such 
     adjustment shall have become effective (i) defer paying any Cash payment 
     pursuant to Section 12.3 hereof or issuing to the Holder of such Security
     the number of shares of Common Stock and other capital stock of the Company
     (or other assets or securities) issuable upon such conversion in excess of 
     the number of shares of Common Stock and other Capital Stock of the Company
     issuable thereupon only on the basis of the Conversion Price prior to 
     adjustment, and (ii) not later than five Business Days after such 
     adjustment shall have become effective, pay to such Holder the appropriate
     Cash payment pursuant to Section 12.3 hereof and issue to such Holder the
     additional shares of Common Stock and other Capital Stock of the Company 
     issuable on such conversion.

          (j)  No adjustment in the Conversion Price shall be required unless
     such adjustment would require an increase or decrease of at least 1.0% of
     the Conversion Price; provided, that any adjustments which by reason of
     this subsection (j) are not required to be made shall be carried forward
     and taken into account in any subsequent adjustment.  All calculations
     under this Article XII shall be made to the nearest cent or to the nearest
     one-hundredth of a share, as the case may be.

          (k)  Whenever the Conversion Price is adjusted as herein provided, the
     Company shall promptly (i) file with the Trustee and each conversion agent
     an Officers' Certificate setting forth the Conversion Price after such
     adjustment and setting forth a brief statement of the facts requiring such
     adjustment, which certificate shall be conclusive evidence of the
     correctness of such adjustment, and (ii) mail or cause to be mailed a
     notice of such adjustment to each holder of Securities at his address as
     the same appears on the registry books of the Company.

          (l)  In the event that the Company distributes rights or warrants
     (other than those referred to in subsection (c) above) pro rata to holders
     of Common Stock, so long as any such rights or warrants have not expired or
     been redeemed by the Company, the Company shall make proper provision so
     that the Holder of any Note surrendered for conversion will be entitled to
     receive upon such conversion, in addition to the shares of Common Stock
     issuable upon such conversion (the "Conversion Shares"), a number of rights
     or warrants to be determined as follows:  (i) if such conversion occurs on
     or prior to the date for the distribution to the holders of rights 


                                     -73-
<PAGE>

     or warrants of separate certificates evidencing such rights or warrants 
     (the "Distribution Date"), the same number of rights or warrants to which a
     holder of a number of shares of Common Stock equal to the number of
     Conversion Shares is entitled at the time of such conversion in accordance
     with the terms and provisions of and applicable to the rights or warrants,
     and (ii) if such conversion occurs after such Distribution Date, the same
     number of rights or warrants to which a holder of the number of shares of
     Common Stock into which the principal amount of such Note so converted was
     convertible immediately prior to such Distribution Date would have been
     entitled on such Distribution Date in accordance with the terms and
     provisions of and applicable to the rights or warrants.

SECTION 12.6.  CONTINUATION OF CONVERSION PRIVILEGE IN CASE OF
RECLASSIFICATION, MERGER, CONSOLIDATION OR SALE OF ASSETS.

          If any of the following shall occur, namely:

          (a)  any reclassification of outstanding 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),

          (b)  any consolidation or merger of the Company with or into any other
     Person, or the merger of any other Person with or into the Company (other
     than a merger which does not result in any reclassification, conversion,
     exchange or cancellation of outstanding shares of Common Stock) or

          (c)  any sale, transfer or conveyance of all or substantially all of
     the assets of the Company,

then the Company, or such successor or purchasing entity, as the case may be,
shall, without the consent of any Holder of Securities but subject to such
Holder's rights pursuant to Section 5.1 or Article X hereof, as a condition
precedent to such reclassification, 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 only into the kind and amount of shares of stock and other securities
and property (including cash) receivable upon such reclassification,
consolidation, merger, sale, transfer or conveyance by a holder of the number of
shares of Common Stock issuable upon conversion of such Security immediately
prior to such reclassification, consolidation, merger, sale, transfer or
conveyance assuming such holder of Common Stock of the Company failed to
exercise his rights of an election, if any, as to the kind or amount of
securities, cash and other property receivable upon such reclassification,
consolidation,


                                     -74-
<PAGE>

merger, sale, transfer or conveyance (provided that if the kind or amount of 
securities, cash, and other property receivable upon such reclassification,  
consolidation, merger, sale, transfer or conveyance is not the same for each 
share of Common Stock of the Company held immediately prior to such 
reclassification,  consolidation, merger, sale, transfer or conveyance in 
respect of which such rights of election shall not have been exercised 
("non-electing share"), then for the purpose of this Section 12.6 the kind 
and amount of securities, cash and other property receivable upon such 
reclassification,  consolidation, merger, sale, transfer or conveyance by 
each non-electing share shall be deemed to be the kind and amount so 
receivable per share by a plurality of the non-electing shares).  Such 
supplemental indenture shall provide for adjustments which shall be as nearly 
equivalent as may be practicable to the adjustments provided for in this 
Article XII.  If, in the case of any such consolidation, merger, sale or 
conveyance, the stock or other securities and property (including cash) 
receivable thereupon by a holder of shares of Common Stock includes shares of 
stock or other securities and property (including cash) of a corporation 
other than the successor or purchasing corporation, as the case may be, in 
such consolidation, merger, sale or conveyance, then such supplemental 
indenture shall also be executed by such other corporation and shall contain 
such additional provisions to protect the interests of the Holders of the 
Securities as the Board of Directors of the Company shall reasonably consider 
necessary by reason of the foregoing.  The provisions of this Section 12.6 
shall similarly apply to successive consolidations, mergers, sales or 
conveyances.

          Notice of the execution of each such supplemental indenture shall be
mailed to each Holder of Securities at his address as the same appears on the
registry books of the Company.     

          Neither the Trustee nor any conversion agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or securities or property (including cash) receivable by Holders of
Securities upon the conversion of their Securities after any such
reclassification,  consolidation, merger, sale or conveyance or to any
adjustment to be made with respect thereto, but, subject to the provisions of
Article VIII hereof, may accept as conclusive evidence of the correctness of any
such provisions, and shall be protected in relying upon, the Officers'
Certificate (which the Company shall be obligated to file with the Trustee prior
to the execution of any such supplemental indenture) with respect thereto.

SECTION 12.7.  NOTICE OF CERTAIN EVENTS.

          In case:


                                     -75-
<PAGE>

          (a)  the Company shall declare a dividend (or any other distribution)
     payable to the holders of Common Stock (other than cash dividends);

          (b)  the Company shall authorize the granting to the holders of Common
     Stock of rights, warrants or options to subscribe for or purchase any
     shares of stock of any class or of any other rights;

          (c)  the Company shall authorize any reclassification or change of the
     Common Stock (including a subdivision or combination of its outstanding
     shares of Common Stock), or any consolidation or merger to which the
     Company is a party and for which approval of any stockholders of the
     Company is required, or the sale or conveyance of all or substantially all
     the property or business of the Company;

          (d)  any voluntary or involuntary dissolution, liquidation or
     winding-up of the Company shall be proposed; or 

          (e)  the Company or any of its Subsidiaries shall complete an Offer;

then, the Company shall cause to be filed at the office or agency maintained for
the purpose of conversion of the Securities as provided in Section 12.2 hereof,
and shall cause to be mailed to each Holder of Securities, at his address as it
shall appear on the registry books of the Company, at least 20 days before the
date hereinafter specified (or the earlier of the dates hereinafter specified,
in the event that more than one date is specified), a notice stating the date on
which (1) a record is expected to be taken for the purpose of such dividend,
distribution, rights, warrants or options or Offer, or if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution, rights, warrants or options or to participate in
such Offer are to be determined, or (2) such reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation or winding-up is expected to
become effective and the date, if any is to be fixed, as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation or winding-up.

SECTION 12.8.  TAXES ON CONVERSION.

          The Company will pay any and all documentary, stamp or similar taxes
payable to the United States of America or any political subdivision or taxing
authority thereof or therein in respect of the issue or delivery of shares of
Common Stock on conversion of Securities therefor; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in


                                     -76-
<PAGE>

the issue or delivery of shares of Common Stock in a name other than that of 
the Holder of the Securities to be converted and no such issue or delivery 
shall be made unless and until the Person requesting such issue or delivery 
has paid to the Company the amount of any such tax or has established, to the 
satisfaction of the Company, that such tax has been paid. The Company extends 
no protection with respect to any other taxes imposed in connection with 
conversion of Securities.

SECTION 12.9.  COMPANY TO PROVIDE STOCK.

          The Company shall reserve, free from preemptive rights, out of its
authorized but unissued shares of Common Stock, sufficient shares of Common
Stock to provide for the conversion of the Securities from time to time as such
Securities are presented for conversion, provided, that nothing contained herein
shall be construed to preclude the Company from satisfying its obligations in
respect of the conversion of Securities by delivery of repurchased shares of
Common Stock which are held in the treasury of the Company.

          Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the Common Stock, the
Company will take all corporate action which may, in the Opinion of Counsel, be
necessary in order that the Company may validly and legally issue fully paid and
non-assessable shares of Common Stock at such adjusted Conversion Price.

          The Company covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issue be fully paid and
non-assessable by the Company and free of preemptive rights.     

SECTION 12.10.  DISCLAIMER OF RESPONSIBILITY FOR CERTAIN MATTERS.

          Neither the Trustee nor any agent of the Trustee shall at any time be
under any duty or responsibility to any Holder of Securities to determine
whether any facts exist which may require any adjustment of the Conversion
Price, or with respect to the Officers' Certificate referred to in Section 12.5,
or with respect to the nature or extent of any such adjustment when made, or
with respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same.  Neither the Trustee nor any agent
of the Trustee shall be accountable with respect to the validity or value (or
the kind or amount) of any shares of Common Stock, or of any securities or
property (including Cash), which may at any time be issued or delivered upon the
conversion of any Security; and neither the Trustee nor any conversion agent
makes any representation with respect thereto.  Neither the Trustee nor any
agent of the Trustee shall be responsible for any failure of the Company to
issue, register the transfer of or deliver any shares of Common Stock or stock
certificates or other securities or property (including Cash) upon the surrender
of any Security for the 



                                     -77-
<PAGE>

purpose of conversion or, subject to Article VIII hereof, to comply with any 
of the covenants of the Company contained in this Article XII.

SECTION 12.11.  RETURN OF FUNDS DEPOSITED FOR REDEMPTION OF CONVERTED
                SECURITIES.

          Any funds which at any time shall have been deposited by the Company
or on its behalf with the Trustee or any other Paying Agent for the purpose of
paying the principal, Redemption Price or Repurchase Price of and interest on
any of the Securities and which shall not be required for such purposes because
of the conversion of such Securities, as provided in this Article XII, shall
after such conversion be repaid to the Company by the Trustee or such other
Paying Agent.

                                   ARTICLE XIII.
                                          
                                   MISCELLANEOUS

SECTION 13.1.  TIA.

          This Indenture is hereby made subject to, and shall be governed, by,
the provisions of the TIA required to be part of and to govern indentures
qualified under the TIA.  If any provision of this Indenture limits, qualifies,
or conflicts with the duties imposed by operation of the TIA, the imposed
duties, whether or not this Indenture has been qualified under the TIA, shall
control.

SECTION 13.2.  NOTICES.

          Any notices or other communications to the Company or the Trustee
required or permitted hereunder shall be in writing, and shall be sufficiently
given if made by hand delivery, by telecopier or registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:

     if to the Company:

          Getty Images, Inc.
          2013 Fourth Avenue
          Fourth Floor
          Seattle, Washington 98121
          Attention:  Heather B. Redman, General Counsel
          Telecopy:  (206) 695-3401

     if to the Trustee:

          The Bank of New York
          101 Barclay Street, Floor 21 West
          New York, New York 10286
          Attention: Corporate Trust Trustee Administration,
          Telecopy: (212) 815-5915


                                     -78-
<PAGE>

Any party by notice to each other party may designate additional or different
addresses as shall be furnished in writing by such party.  Any notice or
communication to any party shall be deemed to have been given or made as of the
date so delivered, if personally delivered; when receipt is acknowledged, if
telecopied; and five Business Days after mailing if sent by registered or
certified mail, postage prepaid (except that a notice of change of address shall
not be deemed to have been given until actually received by the addressee).

          Any notice or communication mailed to a Securityholder shall be mailed
to him by first class mail or other equivalent means at his address as it
appears on the registration books of the Registrar and shall be sufficiently
given to him if so mailed within the time prescribed.  

          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 is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

SECTION 13.3.  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 13.4.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

          Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

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

          (2)  an Opinion of Counsel (in form and substance reasonably
     satisfactory to the Trustee) stating that, in the opinion of such counsel,
     all such conditions precedent have been complied with.

SECTION 13.5.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.    

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



                                     -79-
<PAGE>

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

          (4)  a statement as to whether or not, in the opinion of each 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 13.6.  RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

          The Trustee may make reasonable rules for action by or at a meeting of
Securityholders.  The Paying Agent or Registrar may make reasonable rules for
its functions. 

SECTION 13.7.  PAYMENT DATES.

          If a payment date is not a Business Day at the place for payment,
payment may be made at such place on the next succeeding Business Day, and no
interest shall accrue for the intervening period.

SECTION 13.8.  GOVERNING LAW.

          THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.

SECTION 13.9.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 13.10.  NO RECOURSE AGAINST OTHERS.

          No direct or indirect partner, employee, stockholder, director or
officer, as such, past, present or future of the Company or any successor
corporation, shall have any personal liability in respect of the obligations of
the Company under the Securities or this Indenture by reason of 


                                     -80-
<PAGE>

his, her or its status as such partner, stockholder, employee, director or 
officer.  Each Securityholder by accepting a Security waives and releases all 
such liability. Such waiver and release are part of the consideration for the 
issuance of the Securities.

SECTION 13.11.  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 13.12.  DUPLICATE ORIGINALS.

          All parties may sign any number of copies or counterparts of this
Indenture.  Each signed copy or counterpart shall be an original, but all of
them together shall represent the same agreement.

SECTION 13.13.  SEVERABILITY.

          In case any one or more of the provisions in this Indenture or in the
Securities shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.

SECTION 13.14.  TABLE OF CONTENTS, HEADINGS, ETC.

          The Table of Contents, Cross-Reference Table and headings of the
Articles and the 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.


                                     -81-
<PAGE>

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


                                  GETTY IMAGES, INC. a Delaware corporation


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


                                  THE BANK OF NEW YORK, as Trustee

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



                                     -82-
<PAGE>

                                                                     EXHIBIT A

                             [FORM OF FACE OF SECURITY]
                                          
                                GETTY IMAGES, INC.
                    4.75% CONVERTIBLE SUBORDINATED NOTE DUE 2003

No._______                                        CUSIP No. 
$____________

          Getty Images, Inc., a Delaware corporation (hereinafter called the 
"Company," which term includes any successors under the Indenture hereinafter 
referred to), for value received, hereby promises to pay to ________ or 
registered assigns, the principal sum of ________ Million Dollars, on June 1, 
2003.

     Interest Payment Dates:  June 1 and December 1; commencing December 1,
     1998.

     Record Dates:  May 15 and November 15.

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


                                     A-1
<PAGE>

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


                                     GETTY IMAGES, INC. a Delaware 
                                     corporation



                                     By: Jonathan D. Klein
                                        -----------------------------
                                     Name: JONATHAN D. KLEIN
                                     Title: Chief Executive Officer


                                     THE BANK OF NEW YORK, as Trustee

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

<PAGE>

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


                                     GETTY IMAGES, INC. a Delaware 
                                     corporation



                                     By: /s/ Jonathan D. Klein
                                        -----------------------------
                                     Name: Jonathan D. Klein
                                     Title: Chief Executive Officer


                                     THE BANK OF NEW YORK, as Trustee

                                     By: /s/ Walter N. Gitlin
                                        ----------------------------
                                     Name: WALTER N. GITLIN
                                     Title: Vice President


<PAGE>


                           [FORM OF REVERSE SIDE OF NOTE]

                                 GETTY IMAGES, INC.
                    4.75% CONVERTIBLE SUBORDINATED NOTE DUE 2003

[For Global Securities Only:]

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY," WHICH TERM INCLUDES ANY
SUCCESSOR DEPOSITARY FOR THE CERTIFICATES) TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, AND ANY PAYMENT HEREIN IS MADE TO
CEDE & CO. (OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.(1)

[For all Securities:]

          THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S.
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
     SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, EXCEPT AS
     SET FORTH IN THE FOLLOWING SENTENCE. 

          BY ITS ACQUISITION HEREOF, THE HOLDER:  (1) REPRESENTS THAT (A) IT IS
     A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
     SECURITIES ACT) IN COMPLIANCE WITH RULE 144A OR (B) IT IS AN INSTITUTIONAL
     "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER
     THE SECURITIES ACT) ("INSTITUTIONAL ACCREDITED INVESTOR"); (2) AGREES THAT
     IT WILL NOT PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO
     SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE
     SECURITIES ACT (THE "RESTRICTION TERMINATION DATE") RESELL OR OTHERWISE
     TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON
     CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
     THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
     144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR
     THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE BANK OF NEW YORK, AS TRUSTEE
     (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN
     REPRESENTATIONS AND 

-----------------
1. This paragraph should be added only if the Security is issued in global 
   form.

                                     A-3
<PAGE>

     AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY 
     EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM 
     SUCH TRUSTEE OR A SUCCESSOR TRUSTEE, AS APPLICABLE), (D) PURSUANT 
     TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION PROVIDED UNDER THE 
     SECURITIES ACT, OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH 
     HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH 
     CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (3) 
     AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY 
     EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE 
     EFFECT OF THIS LEGEND. 

          IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY
     BEFORE THE RESTRICTION TERMINATION DATE, THE HOLDER MUST CHECK THE
     APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF
     SUCH TRANSFER AND SUBMIT THIS SECURITY TO THE BANK OF NEW YORK, AS TRUSTEE
     (OR A SUCCESSOR TRUSTEE, AS APPLICABLE).  IF THE PROPOSED TRANSFER IS
     PURSUANT TO CLAUSE (C) OR (D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH
     TRANSFER FURNISH TO THE BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR
     TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
     INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
     BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
     TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 

          THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE
     SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE OR UPON THE
     RESTRICTION TERMINATION DATE. 

                         __________________________________

          1.  Interest.  

          The Company promises to pay interest on the principal amount of this
Security at the rate of 4.75% per annum.  To the extent it is lawful, the
Company promises to pay interest on any interest payment due but unpaid on such
principal amount at a rate of 4.75% per annum compounded semi-annually.

          The Company will pay interest semi-annually on June 1 and December 1
of each year (each, an "Interest Payment Date"), commencing December 1, 1998. 
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid on the Securities, from
May 27, 1998.  Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months.

          In certain cases, the Company will pay Liquidated Damages in
accordance with the provisions of the Registration 

                                    A-4
<PAGE>
 
Rights Agreement described in the Indenture referred to below.  If payable, 
Liquidated Damages will be due on the same dates on which stated interest is 
due, and if not timely paid, will accrue interest thereon at the same rate as 
overdue stated interest.

          2.  Method of Payment.   

          The Company shall pay interest and any Liquidated Damages on the
Securities (except defaulted amounts) to the Persons who are the registered
Holders at the close of business on the Record Date immediately preceding the
Interest Payment Date.  Holders must surrender Securities to a Paying Agent to
collect principal payments.  Any such amount not so punctually paid, and
defaulted interest relating thereto, may be paid to the Persons who are
registered Holders at the close of business on a Special Record Date for the
payment of such defaulted amounts, as more fully provided in the Indenture
referred to below.  Except as provided below, the Company shall pay all amounts
due on the Securities in such coin or currency of the United States of America
as at the time of payment shall be legal tender for payment of public and
private debts ("U.S. Legal Tender").  The Securities will be payable at the
office or agency of the Company maintained for such purpose within the Borough
of Manhattan, State of New York, or at the option of the Company, payment of
interest and any Liquidated Damages may be made by check mailed to the Holders
at their addresses set forth in the registry of Holders, and provided that
payment by wire transfer of immediately available funds will be required with
respect to (i) all amounts due on Global Securities and (ii) all interest and
any Liquidated Damages due on all other Securities of an aggregate principal
amount equal to at least $5,000,000, the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent not less than
fifteen (15) days prior to the relevant payment date.

          3.  Paying Agent and Registrar.    

          Initially, The Bank of New York (the "Trustee") will act as Paying
Agent, Registrar and conversion agent.  The Company may change any Paying Agent,
Registrar or co-Registrar or conversion agent without notice to the Holders. 
The Company or any of its Subsidiaries may, subject to certain exceptions act as
Paying Agent, Registrar or co-Registrar.

          4.  Indenture. 

          The Company issued the Securities under an Indenture, dated as of 
May 27, 1998 (the "Indenture"), between the Company and the Trustee.  
Capitalized terms herein are used as defined in the Indenture unless 
otherwise defined herein.  The terms of the Securities include those stated 
in the Indenture and those made part of the Indenture by reference to the 
Trust Indenture Act, as in effect on the date of the Indenture.  The 
Securities are subject to all such terms, and Holders of Securities are 
referred to the Indenture and said Act for a statement of them.  The 
Securities are

                                   A-5
<PAGE>

general unsecured, subordinated obligations of the Company limited in 
aggregate principal amount of $75,000,000 ($86,250,000 if the over-allotment 
is exercised in full).

          5.  Redemption.     

          The Securities may be redeemed in whole or from time to time in part
at any time on and after June 1, 2001, at the option of the Company, at the
Redemption Price (expressed as a percentage of principal amount) set forth below
with respect to the indicated Redemption Date, in each case, plus any accrued
but unpaid interest and any Liquidated Damages to, but excluding, the Redemption
Date.

          If redeemed during the 12-month period beginning June 1,

<TABLE>
<CAPTION>
                    YEAR                PERCENTAGE
                    ----                -----------
                    <S>                 <C>
                    2001 . . . . . . . . . 101.90%
                    2002 . . . . . . . . . 100.95%
</TABLE>

          Any such redemption will comply with Article III of the Indenture.

          6.  Notice of Redemption.     

          Notice of redemption will be sent by first class mail, postage
prepaid, at least 20 days prior to the Redemption Date to the Holder of each
Security to be redeemed at such Holder's last address as then shown upon the
registry books of the Registrar.  Securities may be redeemed in part in
multiples of $1,000 only.

          Except as set forth in the Indenture, from and after any Redemption
Date, if moneys for the redemption of the Securities called for redemption shall
have been deposited with the Paying Agent on such Redemption Date and payment of
the Securities called for redemption is not prohibited under Article XI of the
Indenture, the Securities called for redemption will cease to bear interest or
Liquidated Damages and the only right of the Holders of such Securities will be
to receive payment of the Redemption Price, plus any accrued and unpaid interest
and Liquidated Damages to the Redemption Date.

          7.  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 and fees required by
law or permitted by the Indenture.  The Registrar need not register the transfer
of or exchange any Securities selected for redemption.

                                   A-6
<PAGE>

          8.  Persons Deemed Owners.

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

          9.  Unclaimed Money.     

          If money for the payment of any amounts due on a Security remains
unclaimed for two years, the Trustee and the Paying Agent(s) will pay the money
back to the Company at its written request.  After that, all liability of the
Trustee and such Paying Agent(s) with respect to such money shall cease.

          10.  Amendment; Supplement; Waiver.     

          Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented, and any existing Default or Event of Default or
compliance with any provision may be waived, with the written consent of the
Holders of a majority in aggregate principal amount of the Securities then
outstanding.  Without notice to or consent of any Holder, the parties thereto
may amend or supplement the Indenture or the Securities to, among other things,
cure any ambiguity, defect or inconsistency, or make any other change that does
not adversely affect the rights of any Holder of a Security.

          11.  Conversion Rights.  

          Subject to the provisions of the Indenture, the Holders have the right
to convert the principal amount of the Securities into fully paid and
nonassessable shares of Common Stock of the Company at the initial conversion
price per share of Common Stock of $28.5075 (or $28.5075 in principal amount of
Securities for each such share of Common Stock), or at the adjusted conversion
price then in effect, if adjustment has been made as provided in the Indenture,
upon surrender of the Security to the Company, together with a fully executed
notice in substantially the form attached hereto and, if required by the
Indenture, an amount equal to accrued interest and Liquidated Damages payable on
such Security.

          12.  Ranking.  

          Payment of principal, premium, if any, interest on, and any Liquidated
Damages, with respect to, the Securities is subordinated, in the manner and to
the extent set forth in the Indenture, to the prior payment in full of all
Senior Indebtedness.

          13.  Repurchase at Option of Holder Upon a Change of Control.    

          If there is a Change of Control, the Company shall be required to
offer to purchase on the Repurchase Date all outstanding Securities at a
Repurchase Price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest and any Liquidated Damages to, but excluding, the Repurchase
Date.  Holders of Securities will receive a Repurchase Offer 

                               A-7
<PAGE>

from the Company prior to any related Repurchase Date and may elect to have 
such Securities purchased by completing the form entitled "Option of Holder 
to Elect Purchase" appearing below.  Subject to certain conditions set forth 
in the Indenture, the Company may elect to pay such Repurchase Price (but not 
accrued interest or Liquidated Damages) in shares of Common Stock.

          14.  Successors.    

          When a successor assumes all the obligations of its predecessor under
the Securities and the Indenture, the predecessor will be released from those
obligations.

          15.  Defaults and Remedies.   

          If an Event of Default occurs and is continuing (other than an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization), then in every such case, unless the principal of all of the
Securities shall have already become due and payable, either the Trustee or the
Holders of 25% in aggregate principal amount of Securities then outstanding may
declare all the Securities to be due and payable immediately in the manner and
with the effect provided in the Indenture.  Holders of Securities 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 aggregate 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 of Securities notice of any continuing Default or Event of
Default (except a Default in payment of principal or interest), if it determines
that withholding notice is in their interest.

          16.  Trustee Dealings with the Company. 

          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 its Affiliates, and may otherwise deal with the Company or its
Affiliates as if it were not the Trustee.

          17.  No Recourse Against Others.   

          No stockholder, director, officer or employee, as such, past, present
or future, of the Company or any successor corporation shall have any personal
liability in respect of the obligations of the Company under the Securities or
the Indenture by reason of his, her or its status as such stockholder, director,
officer or employee.  Each Holder of a Security by accepting a Security waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities.

                                 A-8
<PAGE>

          18.  Authentication.     

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

          19.  Abbreviations and Defined Terms.   

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

          20.  CUSIP Numbers. 

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities.  No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

          21.  Governing Law.

          THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.

                                 A-9
<PAGE>

                                [FORM OF ASSIGNMENT]

          I or we assign this Security to:,

          __________________________________________________________
          __________________________________________________________
          __________________________________________________________
          (Print or type name, address and zip code of assignee)

           ___________________________________________________________________
          Please insert Social Security or other identifying number of assignee

and irrevocably appoint _______________ agent to transfer this Security on the
books of the Company.  The agent may substitute another to act for him.

Dated:_________________  Signed:
                                   ___________________________________________
                                   (Sign exactly as name appears on the other
                                   side of this Security),
_______________________
Signature Guarantee

Signature guarantee should be made by a guarantor institution participating in
the Securities Transfer Agents Medallion Program or in such other guarantee
program acceptable to the Trustee.

                                    A-10
<PAGE>


                         OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Article X of the Indenture, check the box:[__]

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Article X of the Indenture, state the amount you want to
be purchased:  $__________*.

Dated:______________                                               Signature(s):

                                             __________________________________
                                             (Sign exactly as name appears on
                                             the other side of this Security)



*$1,000 or any integral multiple thereof


                                    A-11
<PAGE>


                   SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES 





The following exchanges of a part of this Global Security have been made:

<TABLE>
<CAPTION>

               Amount of          Amount of
              Decrease in        Increase in       Principal Amount of            Signature of
                Principal         Principal        this Global Security            authorized
Date of      Amount of this     Amount of this       following such          Signatory of Trustee or
Exchange     Global Security   Global Security    decrease (or increase)      Securities Custodian 
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
<S>          <C>                <C>                <C>                        <C>






</TABLE>
--------------------
2   This Schedule should only be added if the Security is issued in global 
    form.


                                       A-12
<PAGE>


                     CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                     OR REGISTRATION OF TRANSFER OF SECURITIES


     Re:  4.75% CONVERTIBLE SUBORDINATED NOTES DUE 2003 OF GETTY IMAGES, INC.


          This Certificate relates to $___________ principal amount of 
Securities held *____________  in book-entry or *______________  definitive 
form by ___________________ (the "Transferor").

          1.  The Transferor:*

[__]      (a)  has requested the Trustee by written order to deliver in exchange
          for its beneficial interest in the Global Security held by the
          Depositary a Security or Securities in definitive, registered form of
          authorized denominations and an aggregate principal amount equal to
          its beneficial interest in such Global Security (or the portion
          thereof indicated above); or

[__]      (b)  has requested the Trustee by written order to exchange or
          register the transfer of a Security or Securities.     

          2.  In connection with any such request and in respect of each such
Security, the Transferor does hereby certify that Transferor is familiar with
the Indenture relating to the above-captioned Securities and as provided in
Section 2.6 of such Indenture, the transfer of this Security does not require
registration under the Securities Act because:

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

[__]      (b)  Such Security is being transferred to a person who the Transferor
          reasonably believes is a "qualified institutional buyer" (as defined
          in Rule 144A under the Securities Act) purchasing for its own account
          or for the account of a qualified institutional buyer over which it
          exercises sole investment discretion that is aware that the transfer
          is being made in reliance on Rule 144A.

[__]      (c)  Such Security is being transferred to an institutional investor
          that is an "accredited investor" within the meaning of Rule 501(a)(1),
          (2), (3) or (7) under the Securities Act which delivers a certificate
          in the form of Exhibit B to the Indenture to the Trustee.  An Opinion 
          of Counsel, if so requested by the Company or the 

----------------------
* Check applicable box.

                                  A-13
<PAGE>



          Trustee, to the effect that such transfer is in compliance with the 
          Securities Act accompanies this Certificate.

[__]      (d)  Such Security is being transferred in reliance on and in
          compliance with another exemption from the registration requirements
          of the Securities Act.  An Opinion of Counsel, if so requested by the
          Company or the Trustee, to the effect that such transfer is in
          compliance with the Securities Act accompanies this Certificate.

                                              ________________________________
                                              [INSERT NAME OF TRANSFEROR]

                                              By:  ___________________________

                                              Date:  _________________________



          3.  Affiliation with the Company [check if applicable]

[__]      (a)  The undersigned represents and warrants that it is, or at some
          time during which it held this Security was, an Affiliate of the
          Company.

          (b)  If 3(a) above is checked and if the undersigned was not an
          Affiliate of the Company at all times during which it held this
          Security, indicate the periods during which the undersigned was an
          Affiliate of the Company.

                          ________________________________

          (c)  If 3(a) above is checked and if the Transferee will not pay the
          full purchase price for the transfer of this Security on or prior to
          the date of transfer, indicate when such purchase price will be paid:

                          ________________________________

TO BE COMPLETED BY TRANSFEREE IF 2(b) ABOVE IS CHECKED AND THE TRANSFEROR IS NOT
A QUALIFIED INSTITUTIONAL BUYER:

          The undersigned represents and warrants that it is a "qualified
institutional buyer" as defined in Rule 144A under the Securities Act of 1933,
as amended, and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information.

                                               ________________________________
                                               [INSERT NAME OF TRANSFEROR]

                                               By:  ___________________________

                                               Date:  _________________________

                                       A-14
<PAGE>

          If none of the boxes under Section 2 of this certificate is checked or
if any of the above representations required to be made by the Transferee is not
made, the Registrar shall not be obligated to register this Security in the name
of any person other than the Holder hereof."

          THE UNDERSIGNED HEREBY AGREES THAT, UNLESS THE BOX ABOVE UNDER ITEM
3(a) IS CHECKED, THE UNDERSIGNED SHALL BE DEEMED TO HAVE REPRESENTED THAT IT IS
NOT NOR HAS IT BEEN AT ANY TIME DURING WHICH IT HELD THIS SECURITY AN AFFILIATE,
AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1993, AS AMENDED, OF THE
COMPANY.

                                               ________________________________
                                               [INSERT NAME OF TRANSFEROR]

                                               By:  ___________________________

                                               Date:  _________________________


NOTICE:  The signature of the Holder to this assignment must correspond with
     the name as written upon the face of this Security particular, without
     alteration or any change whatsoever.



                                     A-15
<PAGE>

                                                                    EXHIBIT B

                         FORM OF ACCREDITED INVESTOR LETTER

Getty Images, Inc.
2013 Fourth Avenue
Fourth Floor
Seattle, Washington 98121

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Trustee Administration

BT Alex. Brown Incorporated
BancAmerica Robertson Stephens
Donaldson, Lufkin & Jenrette Securities Corporation
Hambrecht & Quist LLC
Initial Purchasers in connection
  with the Offering Memorandum
  referred to below* 


c/o BT Alex. Brown Incorporated 
One South Street
Baltimore, Maryland 21202
Getty Images, Inc. c/o the Trustee

Ladies and Gentlemen:

     In connection with our proposed purchase of $__________ of the 4.75%
Convertible Subordinated Notes due 2003 (the "Notes") of Getty Images, Inc.
(the "Company"), we confirm that:

     1.   We have received a copy of the Offering Memorandum (the "Offering
Memorandum"), dated May 20, 1998, relating to the Notes and such other
information as we deem necessary in order to make our investment decision.  We
acknowledge that we have read and agreed to the matters stated in the section
entitled "Transfer Restrictions" of such Offering Memorandum.

     2.   We understand that any subsequent transfer of the Notes and the common
stock of the Company, par value $0.01 per share (the "Common Stock and, together
with the Notes, the "Securities"), is subject to certain restrictions and
conditions set forth in the indenture relating to the Notes (the "Indenture") as
described in the Offering Memorandum and the undersigned agrees to be bound by,
and not to resell, pledge or otherwise transfer the Securities except in
compliance with, such restrictions and conditions and the 

-------------------------
*  The Initial Purchasers are to be addressees only of the
      purchasers acquiring directly from the Initial Purchasers.

                                   B-1
<PAGE>


Securities Act of 1933, as amended (the "Securities Act"), and all applicable 
state securities laws.

     3.   We understand that the offer and sale of the Notes and the Common
Stock issuable in connection therewith have not been registered under the
Securities Act, and that the Notes and the Common Stock issuable in connection
therewith may not be offered or sold to, or for the account or benefit of, U.S.
persons except as permitted in the following sentence.  We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell or otherwise transfer any Notes, or the Common
Stock issuable in connection therewith, we will do so only (i) to the Company or
any subsidiary thereof, (ii) to a "qualified institution buyer" (as defined in
Rule 144A under the Securities Act) in compliance with Rule 144A, (iii) to an
institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or
(7) under the Securities Act) that, prior to such transfer, furnishes to the
Trustee (as defined in the Indenture), in the case of the Notes, or the Transfer
Agent with respect to the Common Stock (the "Transfer Agent"), in the case of
the Common Stock issuable in connection therewith, a signed letter containing
certain representations and agreements relating to the restrictions on transfer
of the Notes or the Common Stock issuable in connection therewith, as the case
may be (the form of which letter can be obtained from the Trustee or the
Transfer Agent, as applicable), (iv) pursuant to the exemption from registration
provided by Rule 144 under the Securities (if available) or (v) pursuant to an
effective registration statement under the Securities Act (and which continues
to be effective at the time of such transfer), and we further agree to provide
to any person purchasing any of the Notes or Common Stock from us a notice
advising such purchaser that resales of the Notes and the Common Stock are
restricted as stated herein.

     4.   We understand that, on any proposed resale of any Notes or the Common
Stock, we will be required to furnish to the Trustee or the Transfer Agent, as
the case may be, and the Company, such certifications, legal opinions and other
information as the Trustee or the Transfer Agent, as the case may be, and the
Company, may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions.

     We further understand that the Notes purchased by us and the Common Stock
issuable in connection therewith will bear a legend to the foregoing effect.    

     5.   We are an institutional "accredited investor" and have such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of our investment in the Notes, and we and any accounts for
which we are acting are each able to bear the economic risk of our or their
investment, as the case may be.

     6.   We are acquiring the Notes purchased by us for our account or for one
or more accounts (each of which is an 

                                     B-2
<PAGE>

institutional "accredited investor") as to each of which we exercise sole 
investment discretion.

     You, the Company, the Trustee, the Transfer Agent and others are entitled
to rely upon this letter and are irrevocably authorized to produce this letter
or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered hereby.

                                  Very truly yours,



                                  By:______________________
                                     Name:
                                     Title:


                                     B-3
<PAGE>


                                                             EXHIBIT C

                             FORM OF CONVERSION NOTICE

To:  Getty Images, Inc.

          The undersigned registered owner of this Security hereby: (i)
irrevocably exercises the option to convert this Security, or the portion hereof
below designated, for shares of Common Stock of the Company in accordance with
the terms of the Indenture referred to in this Security and (ii) directs that
such shares deliverable upon the conversion, together with any check in payment
for fractional shares and any Securities representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below.

          If shares are to be delivered registered in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereof.  Any amount required to be paid by the undersigned on account
of interest and any Liquidated Damages accompanies this Security.

Dated:
      ------------------------



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

                                Signature(s) must be guaranteed by an    
                                eligible Guarantor Institution (banks,   
                                stock brokers, savings and loan          
                                associations and credit unions) with     
                                membership in an approved signature      
                                guarantee medallion program pursuant to  
                                Securities and Exchange Commission Rule  
                                17AD-15 if shares of Common Stock are to 
------------------------------  be issued, or Notes to be delivered,     
Signature Guarantee             other than to and in the name of the     
                                registered holder.
                                        
                                        
                                        
                                        
                                        
<PAGE>


          Fill in for registration of shares of Common Stock if to be issued,
and of Securities if to be delivered otherwise than to and in the name of the
registered holder.

                                    __________________________________
                                    Social Security or other Taxpayer 
                                    Identifying Number

(Name)___________________________________________________

(Street Address)_________________________________________

(City, State and Zip Code)_______________________________



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

                                    $________________________________________
                                     (Must be an integral multiple of $1,000)